BUCY Bucyrus International, Inc. (MM)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

(Rule 14a-101)

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¨ Preliminary Proxy Statement

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Bucyrus International, Inc.

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January 4, 2011

Dear Fellow Stockholder:

We previously sent you proxy materials for the special meeting of Bucyrus International, Inc. stockholders, to be held on January 20, 2011. At this meeting stockholders will consider a proposal to adopt the merger agreement with Caterpillar Inc. in which Caterpillar would acquire all of the Bucyrus outstanding shares for $92.00 in cash per share. Your Board of Directors unanimously recommends that stockholders vote FOR the proposed merger with Caterpillar.

You should also be aware that the nation’s leading proxy advisory firm, ISS Proxy Advisory Services, recommends that its clients vote “FOR” proposed merger. The analyses and recommendations of ISS are relied upon by hundreds of major institutional investment firms, mutual funds and fiduciaries.

Since the proposed merger requires approval by the affirmative vote of a majority of our outstanding shares, if you do not vote, this will have the same effect as if you voted against the merger. Therefore, your vote is important , no matter how many or how few shares you may own. If you have not already done so, please vote TODAY by telephone, via the Internet, or by signing, dating and returning the enclosed proxy card in the envelope provided.

Very truly yours,

Timothy W. Sullivan

President and Chief Executive Officer

 

REMEMBER:   You can vote your shares by telephone, or via the Internet. Please follow the easy instructions on the enclosed proxy card.   If you have any questions, or need assistance in voting your shares, please call our proxy solicitor,   INNISFREE M&A INCORPORATED TOLL-FREE, at 1-888-750-5834.

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Additional Information Relating to Bucyrus and Where to Find It

This communication may be deemed to be solicitation material in respect of the proposed acquisition of Bucyrus by Caterpillar. In connection with the proposed merger, Bucyrus has filed or intends to file relevant materials with the Securities and Exchange Commission (the “SEC”), including a proxy statement on Schedule 14A, which has been mailed to stockholders of Bucyrus.

Bucyrus stockholders are urged to read all relevant documents filed with the SEC, including the proxy statement, because they will contain important information about the proposed transaction.

Investors and security holders will be able to obtain free copies of the proxy statement, as well as other filed documents, without charge, at the SEC’s website (http://www.sec.gov). Free copies of Bucyrus’s filings may be obtained by directing a request to Bucyrus’s Investor Relations by telephone to (414)768-4000, in writing to Bucyrus, Attention: Investor Relations, 1100 Milwaukee Avenue, South Milwaukee, WI 53172, by email to amalingowski@bucyrus.com or at Bucyrus’s website (http://www.bucyrus.com).

Bucyrus and its directors and executive officers may be deemed, under SEC rules, to be participants in the solicitation of proxies from the stockholders of Bucyrus with respect to the proposed transaction. More detailed information regarding the identity of the potential participants, and their direct or indirect interests, by securities holdings or otherwise, has been set forth in the proxy statement and other materials filed with the SEC in connection with the proposed transaction. Information regarding Bucyrus’s directors and executive officers is also available in Bucyrus’s definitive proxy statement for its 2010 Annual Meeting of Stockholders filed with the SEC on March 12, 2010. These documents are available free of charge at the SEC’s web site at http://www.sec.gov and from Investor Relations at Bucyrus.