Bucyrus International DEFA14A 2010
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HOUSTON, PENNSYLVANIA EMPLOYEE MEETING
November 18, 2010
Tim Sullivan, Bucyrus President and CEO
Steve Wunning, Group President of Caterpillar, Inc. for the Resource Industries Group
Chris Curfman, Vice President of the Mining & Quarry Products Division of Caterpillar, Inc.
MR. SULLIVAN: Good morning. Well, never a dull moment, right? We had just We were in Denison yesterday. I was just there about three weeks ago, and we had just renovated a facility, and I said, Im back again with more changes. And they said, Well, please dont come back in December. Were going to be fairly brief, because I want to make sure we allow enough time for questions and answers that you may have. But let me begin by saying that this is all good. There is really no bad in whats happening here. Doug Oberhelman, the Chairman and CEO of Caterpillar, who took over in July, came and saw me a couple months ago. Our company was not for sale. Let me be perfectly straight about that, our company was not for sale. But he said, Look, you know, the worlds getting pretty rough out there. Its getting smaller. I think as we look at our challenges in China and some of these other international markets, he said, I think that the combination of our two companies could be an incredibly strong market force. And then we sat and we talked about that for a while. And it was really an argument that could not be refuted. I think the fact that we have a 130-year-old enterprise thats come together over the years and the fact that Caterpillar has been around for 85 years, and, obviously, a brand and a name thats known by everybody. The two American companies coming together to form the biggest, but, more importantly, the best machinery company in the world, we felt it was just too compelling to pass. We had a lot of discussions on it. But, quite frankly, because the story was too good, it moved very quickly. We signed a contract last Sunday. And, obviously, youve seen some of this play out in the news this week. You know youve done something good when you get nothing but thumbs up from some pretty discerning people like analysts and investors. CATs stock went up on Monday, which is unheard of. After you go out and spend almost nine billion dollars of your companys cash for a company, typically the investors sell their stock. Our stock, we anticipate it to go up. But both stocks went up on Monday, which is a very, very strong vote of confidence by people that understand the combination and the strength of these companies going forward. Whats this mean for you here at this facility? And this is this is, again, nothing but good news. Im walking around with And Im going to introduce you to Steve and Chris here in a minute. But walking around the shop floor here looking at, obviously, the AFC work that we do here in this bay, but also the continuous miners. The guys that work here and manage here know that Im not happy with the volume of continuous miners that were selling as a company. And part of thats because its not a product line that weve had a long history of. But the guys up the road make over a hundred of these a year. And I said, You know want, I want a piece of that. Now were doing much better. I think were doing 21 this year. Were going to do over 30 next year. But thats still not enough. I said, I want a hundred continuous miners going through this facility. Now, to ramp that up, you need you need a couple things. You need a design of a good machine. And we think weve got that. But, more importantly, you need people in the marketplace that can actually sell and service that equipment in a very broad sense. And the two biggest markets for continuous miners are here in central Appalachia and in South Africa. The CAT distribution in those two areas is second to none. Its phenomenal. And, quite frankly, I think the guys up north of here are probably pretty worried right now. Because the strength of these two companies coming together with the distribution that we have in those key room and pillar areas will create that market force that weve been building slowly. But now it takes it, you know, from first gear to fourth gear literally overnight. The other thing that the combination of the companies do as well, and theres a couple things to it, is what CAT brings to the table, besides that phenomenal distribution system, and particularly for our room and pillar-type equipment here that we manufacture in the east, and belt systems, and highwall miners, is the fact that the purchasing power of a bigger company provides a lot more cost advantages for us as we build this equipment. A lot of the components, as you walk down that continuous miner line, are components that are very similar to a
Caterpillar-type piece of equipment. So as as we go down the road and as we see whats going to happen with the numbers of units, with the components that go into these machines, theres a lot of crossover of components. And CAT has got literally thousands of components that can bring to bare at lower cost. Secondarily, I think if you look at how we manufacture. We walked around the shop floor here. We have our Bucyrus productions system. CAT has their CAT production system. Bringing two groups together and talk about the most efficient and best way to manufacture will allow us to be more efficient and allow us to get more product out the door at, again, at lower cost. At the end of the day, its about what that piece of machinery costs and what a customer is willing to pay for it. And its all tied together from start to finish. So you get your cost in line, and youve got tremendous service and youve got good engineering expertise, that allows you to make money and allows you to keep investing in your company and allows you to grow. And this is all about growth. You know, the first question that Doug and myself had Monday morning was, Well, how many people are you going to cut? And the answer was, Cut? Were hiring. Were hiring people. And this is a this is a growth story, not a combination of two companies to reduce costs by reducing heads. The good news is were in a growing mining market. And we think that with the combination of these companies, we are going to grow. Like I said, I look forward to the day that on December 31st the 100th continuous miner goes out the door here, and whatever number of AFCs that weve got going here as well, go through this bay. You know, the problem I hope that were talking about at this facility a couple years from now is the fact that, Man, we need more floor space for continuous miners, what are we going to do? So thats thats what it means to you, I think specifically here in Houston, what it means to the longevity of our company. You know, some people in Milwaukee asked me on Monday or Tuesday, they said, you know, Why did we do this? We didnt really have to do this. I said, No, we didnt have to do it. I said, But for the longevity, the stability, the viability of our company going forward, that this is a good move. Its a smart move for all the people and all the stakeholders. When our board of directors, on Sunday, looked at the deal that was put together, they didnt really look at the dollars. And I mean that sincerely. I mean, the market dictates what Caterpillar should have paid for our company. Thats the easy part. The market dictates that. Theres basically comps. Its like buying a house, how much should I pay for the house? Because theres comps in the marketplace that kind of tell you about what it should be. And we got a fair price for the company. But that wasnt the discussion. The board concentrated on whats this mean for our company? Whats it mean for our employees? Whats it mean for our suppliers? Will the customers agree to this? Will they like this move? They were very worried and very sure they want to make sure that this was the right move for the company. And I can stand up here and tell you without any reservations whatsoever, this is absolutely the best move and the right move for our company. And I think youll see that two years from now, three years from now, youll look back on this day and youll you say, you know, that was pretty exciting and were happy and proud to do what were doing. Im going to introduce you to a couple guys, because were limited on time. We have our Group President here, Steve Wunning, from Caterpillar. Steves responsibility will ultimately be for the Mining Division, which will be headquartered in Milwaukee. And then Chris Curfman, who has been running the Mining Group for Caterpillar over the last several years. And theyll both have a little chat with you.
MR. WUNNING: Thanks, Tim. Well, Im just absolutely delighted to be with you guys today. And we just had the chance to quickly walk through your factory. And Im very, very impressed with what I see. You manufacture a lot of things that Ive never seen before, to be honest with you. We dont do a whole lot of underground mining. We do some in hard rock underground mining. But we dont manufacture anything to speak of in the underground coal mining. As Tim said, this is joining two companies that are, really, American companies. And the reason we did this is because of the growth opportunities that this represents, is that we felt that we could grow faster together than we could individually and alone. And thats why we did this deal. Maybe just to give you a little bit of background about Caterpillar and who we are. You know, we are a company thats, you know We thought we were an old company at 85 years old. And you put a new definition to whats being around a long time, I think 130 years. So we are both of us have got a long history to our two companies. But we manufacture, you know, a lot of machinery, from the very, very small skid-steer loaders to the very, very large off-highway trucks, 400-ton trucks. And, in fact, I thought we manufactured a lot of very big things. But Bucyrus puts a new definition in terms of what is big. Because our biggest product, in many cases, is where some of your products begin in terms of on the small side and going up. We also manufacture diesel engines, natural gas engines, gas turbines. And these engines range to very, very small engines to engines that are as wide as this area right here (indicating), huge, huge engines. And we are a big company. You know, weve got about 100,000 employees, a little over 100,000 employees. And the thing I think is important is that we are a were a company thats very much a family-type company. It is that And its not unusual Ive been at Caterpillar for 37 years. And Im not unusual. Within the executive office of Caterpillar, which consists of five group presidents and our CEO and chairman, I think the average is about 35
years. So we typically come to work at Caterpillar when we get out of school and we stay until were ready to retire. Ive given many, many 50-year pins to our employees. Weve given several 55-year pins. And last year we gave a 60-year pin to one of our employees. Our people like it at Caterpillar. You know, we pay Our compensation and benefits are very, very competitive. But, you know, thats not the reason our employees stay. They stay because they like the culture, they like the atmosphere, they like the work. In many cases, its generation after generation after generation. You can talk to a lot of Caterpillar people and they say, Yeah, my dad worked at Caterpillar, or My fathers father worked at Caterpillar. And in many cases its third and fourth generation. So we are a big company, but we really do have a family-type atmosphere. And we dont want to lose that. And I think thats one of the things that attracted us to Bucyrus is your culture and our culture are very, very similar. You know, when you start looking at when you start talking to each other, you know, and first start thinking about, well, look at these products and how does the Bucyrus products compliment the Caterpillar products and vice-versa, and then you start touring the factories and starting to see the capabilities of your plants, and you start saying, yeah, this might make sense, and this is starting to look like it might fit very well with each other. But, you know, at the end of the day, the we recognize that, really, the reason to do this is not so much the products, although theyre very important, its not so much the factories, theyre also very important, but it gets down to the people, the team. We feel that at Caterpillar weve got a great team. And we begin to realize the capability, the expertise and the commitment of the Bucyrus team. And thats what really won the day for us as saying, Hey, by combining the Caterpillar team with the Bucyrus team, and our cultures seem to be so similar, that this would be an unbeatable combination. And thats really the most important thing. Thats what really won the won the decision from the executive office and our board is the ability to combine the people. And thats why we did it. You know, I guess on that front, you know, you say, Well, is there going to be a lot of changes? And I guess the thing the way I look at that is that were going to learn a whole lot more from you than probably what you will learn from us. Particularly, you know, theres a lot of things that we do in common. Youre doing a lot in terms of lean manufacturing. And weve done and lot in terms of lean manufacturing. And we will have a lot of ideas exchanged. But I think youre going to that were going to learn an awful lot more from you in terms of how to operate your business. And there might be some changes. But, you know, there may not be that much. And the changes you might see will probably be in the area of growth. Weve got a One of our strengths as a company is our dealer network, our distribution network. Thats been so successful for our business. And I think we can leverage our distribution network to grow the business that you do here. So the change you might see is more volume and more work. And thats the change that were excited about. But, at any rate, you know, I just wanted to say hello. I am looking forward to getting to know you. And, you know, let me just tell you one thing here is that weve signed the agreements, but we havent closed the transaction. And theres and theres going to be about six to nine months before were able to close the transaction. And the reason that is all You know, everythings been agreed between Caterpillar and Bucyrus. Theres no issues there. But all we have to do is we have to go through and get governmental approval. And we dont expect any issues there. But the fact of the matter is that were both global companies, and theres probably 20 or 25 countries that we have to get governmental approval, and that just takes time. So were thinking that its probably going to be the middle of 2011 before we actually close the deal. And then were off to the races, right, Tim?
MR. SULLIVAN: Yes.
MR. WUNNING: Yeah. So Im looking forward to it. I think its going to be very exciting. You know, the phones have been ringing off the hook. The e-mails have been coming in from our from our mutual customers. And we have a lot of common customers. From our dealers, theyre terribly excited. They even want more product to sell. Theyve been asking us to do something like this for many, many years. And everything that were hearing is from our customers and our dealers and our employees. Theyre all very excited about what were doing together. So this is going to be a lot of fun. I think its going to be Im looking forward to working with you. Im going to turn it over to Chris Curfman, whose been the President of our Mining Division for several years now. And Chris can kind of give you more insight in terms of what hes hearing about what were doing now.
MR. CURFMAN: Thank you, Steve. Thank you, Tim. My name is Chris Curfman, and Ive been in the mining business about five years with Caterpillar. 50 percent of our business today is coal business. Granted, all surface. So we have a lot to learn on the underground coal business. But when you combine the global mining company with Tims company, we are going to be a formidable competitor, upwards of an eleven billion dollar company next year. The big thing that drives our business, and our groups dedicated to mining
customers only, above ground for surface and below ground for hard rock, we see a lot of things that are similarities between what youre doing in underground vehicles, people carriers, movers, that we can also use in the underground hard rock. So we see a lot of opportunities for growth just in that area alone. We also really focus strictly on those customers. And our overlap with Tims customers is almost 90 percent. And so we think that theres a lot of opportunity there. Weve had In the last three days my phone has been ringing off the hook with customers that are very happy with this opportunity to put our companies together and really become the largest leader in world in these areas. So theyre going to key in on product support, machine availability, whether its an underground continuous miner, or a 797 400-ton truck. All they really care about is owning and operating costs and up-time. And I think thats where together we can really make the difference and provide even somewhat more of a consistent world-wide approach with some of these big customers you have, where we dont really know who they are yet in terms of our ability to solve those situations. So were very excited about it. Our dealers are extremely excited about the opportunity to help support the products more with parts, service, all types of maintenance contracts, things that can enhance and help produce more products in these factories. So were really optimistic about going forward. And I really think that youre going to see a demand coming from our dealers who have been after us for years to expand our product line, not only in underground coal, but in large shovels, drills, all the things that those customers want. When we look at a mine, whether its underground or in surface, we want to see all Caterpillar products and all Bucyrus products. So I cant tell you how excited our dealers are, and our customers, the full endorsement weve had on this. And, again, its a long time coming. And were very proud to be associated with Tim and all the fine people at Bucyrus. So hang onto your hat. Our job is to crank it up a notch, and thats what were going to do. Thank you, Tim.
MR. SULLIVAN: Thanks, Chris. Okay. Weve got some time for questions that you may have specifically about the deal, yourselves, Houston, life in general, investment advice. We got to have at least one. Weve had a lot of a lot of questions from the people weve talked to in these last couple days.
AUDIENCE MEMBER: I guess the one question some of us have been asking is, CAT is notorious for using dealerships to distribute and service their product, and Bucyrus has not, you know, done that in the past. So how do you anticipate, you know, Bucyrus integrating into your business philosophy moving forward?
MR. WUNNING: Well, thats a That is a great question. Its a question that we have been talking about a great deal. And we feel that there is a role for our dealers for many of the Bucyrus products. And were trying to figure out where can our dealers add value and leverage that and use that. And then well then well use our dealers for those types of products. And then well also be looking at some of the other products where maybe our dealers dont add value. But one of our strengths at Caterpillar is our dealer network. The reason customers buy our equipment is not so much the initial price. But what our customers look for is the lowest owning and operating cost, and they look for up-time. And thats why they make the purchase decision to buy Caterpillar. Our dealer is a big part of that. They got a dealer network, a product support network. They can work with the customers to quickly repair the equipment and keep the machines running. So were going to have to work with Bucyrus to figure out where we can use our dealers, where they add value, and then not use our dealers where it doesnt. During this period between the signing and the closing, theres not a lot that we can do in terms of execution, is that, really, we have to operate as two completely separate companies, because thats what we are. But the thing that we can start doing is begin to plan and to start figuring out those types of things and how we can best leverage our strengths. So I think this will evolve over the next several months.
MR. SULLIVAN: And maybe I can give my opinion on that and the reason why we thought that the deal would make sense. Certainly, on the smaller equipment, the higher volume things, like continuous miners, a dealer in central Appalachia or, more importantly, a dealer in South Africa, where those products are sold, the higher volume, the smaller units, they can have a great impact on not only selling, but servicing and stocking the spare parts. The one thing that CAT has a tremendous reputation for is what they call re-man, which is basically bringing the equipment into a shop, re-manning it, reconstituting the machine, refurbish it, putting it back out. Thats thats the true value. And thats why I see, you know, the CAT distribution being a tremendous asset primarily in the room and pillar products. On long walls, on drag lines, the bigger equipment, as we all know, those are very site specific type of situations. Theyre not as Theyre high volume. Theyre individual type sales. They tend to be highly customized. That is where, you know, a dealer may not be able to bring the type of expertise that they traditionally have today. So its going to be a mix and match the way I see the marketplace. But if I look at belt systems, highwall miners, room and pillar-type equipment, diesel
underground, those are all they fall right into the strength of a dealer network. Draglines, long walls, electric mining shovels, maybe less so. Does that make sense?
AUDIENCE MEMBER: I have a question. Actually, two questions. Ill try not to get feedback here. The first question is, we have three rebuild centers in the west, midwest and east. What impact do you think this acquisition will have on those?
MR. SULLIVAN: Theyre going to be way too small.
AUDIENCE MEMBER: Okay.
MR. SULLIVAN: Were working out the details on all that right now. Those will be You know, well figure out what to do with those. But, quite frankly, they are not going to be big enough to the type of market market share that we expect to get with this combination of companies.
AUDIENCE MEMBER: Okay. Thank you. The second question is, if you were an investor, like one of us out here, what would you do right now with Bucyrus stock that you currently own and with CAT?
MR. SULLIVAN: Well, youve got an offer out there for $92 a share. And assuming that this deal closes, youre guaranteed $92 a share. So I cant tell you what to do. I cant guarantee that this thing will close. But, quite frankly, we dont enter into these types of agreements until or unless we think its going to absolutely close. So I would say, you know, you got a guaranteed $92 a share. That will happen, as Steve said, in six to nine months.
AUDIENCE MEMBER: My question would be more probably toward the coal industry in general. We dont have the best of friends in Washington when it comes to our industry. And I know that Bucyrus has been very strong in trying to convince them that that is. And Tim was very instrumental in the little deal that had to be done, that we swayed their opinion. But from my experience with even local politicians, the more strength that you have, the more influence you get. And I see the merger of these two companies, that should be able to help us. Is there a push from the Caterpillar side, that you guys are looking at this to try to convince our friends in Washington that they need to believe as much in coal and our industry as we do?
MR. WUNNING: That is a Thats a great question and, actually, a great comment. Is that, yeah, by combining our two companies, that gives us even a stronger voice in Washington, D.C., a stronger voice at the state government level, a stronger voice internationally. In fact, our former chairman, he just retired from Caterpillar, has been very active in Washington, D.C. Hes had a seat at the table with the Obama Administration. They call it the Hes got an advisory committee. And theres two people from business on that advisory committee, Jim Owens, our former chairman, its called Prep, and Jeff Emalt (phonetic) of GE. So we are doing we are doing a lot to give the government our point of view, which would be very similar to Bucyrus point of view. This only gives us more more impact. The thing that we did look at an awful lot is, before we even started talking about a deal with Bucyrus, is we really studied the mining industry. And we And, really, from And we looked at We used a lot of experts. We used our in-house knowledge. We talked to a lot of our customers. We talked to our competitors. We looked at energy in general. And we looked at China specific. And all the experts, the consensus view of all the experts, despite all of the things that are happening with greenhouse gas, which is important, is that for at least between now and 2020, the demand for coal is going to continue to grow at about a four percent rate a year. Now, the interesting thing is the demand or the material move is going to grow faster. Its going to be growing at about a five- to five-and-a-half percent rate a year because its harder to get to the coal seams, and the quality of the coal is not as good as it used to be. So the easy stuff has already been mined. What drives the equipment sales? Well, its the demand for coal. But its also, really, the amount of material moved. So the outlook for the next ten years, the consensus is very strong. And its going to continue to grow. And then we even look beyond 2020. So whats the outlook behind that? And theres actually three levels of three views there. And there was one that was that greenhouse gas regulations would become world-wide, it was kind of the middle of the road that it would be adopted more in U.S. and Western Europe, and then there was another view that there would be no there would be no no regulations. We kind of took the middle of the road view, and with that theres still continued growth in absolute terms for coal. Its simply the energy of choice and its the most economical fuel. And so were very optimistic about the future of coal.
MR. SULLIVAN: If you look at the combined companies, over 60 percent of our mining machinery will be dedicated to coal. I can guarantee you that CAT is going to be very much in the front line helping out the coal situation from a lobbying standpoint.
AUDIENCE MEMBER: Tim, how do you see the Bucyrus brand name going forward? Do you think well continue that on? I mean, we guys were DBT, and we finally taught the Germans how to pronounce Bucyrus. So what will happen next? How do you see that?
MR. SULLIVAN: Well, and this was something that that I applaud Doug Oberhelman for. And this is what Simple things like this absolutely sway boards of directors. And sometimes I dont think they fully people fully realize the importance of brand, the importance of culture. What I think We were kind of struggling a little bit to get this thing put together until Doug said, Look, Im happy to keep the Bucyrus brand. And he said, Im also happy to make the headquarters remain in Milwaukee. And those two things were very, very important to our board of directors. We have a 130-year-old brand, and, quite frankly, we didnt want to be the guys walking out of the room and turning the lights out. And that was a big that was a big offer by Doug. I think, certainly, a certain number of our products will maintain that brand. Some may not make sense to maintain the brand. You know, what Im saying is, you know, things that things that have a diesel engine on them, Im not sure if those things, you know, will maintain the Bucyrus brand in the long term. But that will be their choice. I think theyve been very forthright in offering that up to us and making sure that we can continue with a 130-year-old brand in mining. You know, it means something to some of our customers. And youre right, we just did get our German colleagues to learn how to pronounce Bucyrus correctly.
MR. CURFMAN: Tim, may I just add one point on that as well? I think its really, what Tim said, is we have a lot to learn from you, and customers, about what they expect. But Caterpillar buys companies, and we typically dont sell them. So this is a long-term play for us. So were going to do right by whats long-term. And were not going to rush into anything. Because we dont buy and sell companies. We buy companies. We put them into our culture, much like the Bucyrus culture. And this is a long-term play. Were a family company. Its going to be a long-term play. Were going to do whats right. And were going to take our time making sure that we listen to you and we listen to our customers, because thats what motivates the mining industries. So were really all over that one. And we still need to come to grips with what is the best way. Now, CAT only has three letters, so thats pretty easy, so. But we want to keep it simple, but we want to do the right thing.
MR. SULLIVAN: Thats actually a great point, because in Dennison yesterday morning, like I said, when I walked in, they said, you know, I hope youre not coming back in December. Theyve been bought and sold seven times now. And, you know, you talk about a resilient, tough group of individuals. And I know a lot of you in this room have seen a lot of different brands on this facility, those of you that have been around a long time. I could virtually guarantee, you know, that this is the end. And I did that yesterday in Dennison. I could have said it was the end with Bucyrus, but the world is very dynamic. Were approaching to be a four billion dollar company joining with a company that literally is moving back to over 50 billion. I can almost guarantee you with the philosophy and what these gentlemen have said this morning, and what their company philosophy is, I virtually guarantee the people in Dennison, and to you, that this is it. Were big enough, strong enough. And the only thing thats going to happen is CAT may continue to add a few product lines as we move along. But we think that we can say that now. And Alan Walker, in Dennison, said, he said, Okay, IllIll keep my file book closed now.
AUDIENCE MEMBER: This is probably more surface side than underground. But with the acquisition, what division of the organization is probably the most affected? And I guess the trucks division, since theres a trucks crossover, because Im just kind of curious how what the expectation is going forward? I mean, we just acquired Terex. And now here you are buying us, which really means youre buying Terex in a way, I guess. How do you address that?
MR. WUNNING: Thats a That is the one area that there is some product overlap is and everywhere else is very complimentary between what CAT does and what Bucyrus does. Where we have product, Bucyrus doesnt; and where you have product, we dont, except for the trucks. We make a mechanical-drive truck. Bucyrus/Terex makes an electric-drive truck. And theres different appli you know, some applications of electric-drive is probably the preferred choice. In other applications its mechanical. But we need to sit down, as part of our planning process, to figure out how we best merge those two product lines together. So thats an
area that, you know, we need to do some more planning in terms of how we best go to market with. So stay tuned on that as we begin to figure that out.
AUDIENCE MEMBER: Okay. And I have another question. Something thats very new here, Im new at Bucyrus, we just started a training campaign with regards to product training, for instance. Looking, obviously, to probably I would imagine we were going to leverage off of what Caterpillar has and vice versa. Moving forward, do you have any comments that you can make with regards to how we would, you know, bring a, you know We just purchased a facility is Milwaukee for training, okay? How do we utilize that and, you know, how do we leverage that?
MR. WUNNING: Well, were going to use the Milwaukee training center headquarters. Thats where our mining headquarters is going to be. Ive been by the facility. Its a great facility. We want to use that a great deal for training, customer training, employee training. So were going to use that a great deal. Training, in general, thats very important. Because, you know, for us to be the best in the industry, we have to be able to design, manufacture, sell and support machinery better than our competitors. And the way you do that is to have a the best work force and a highly trained work force. So this will get back to, you know, we believe in a lot of subject matter experts, whether its in welding or operations or logistics or in marketing, is that we do an awful lot of employee training in that area. And so I dont think that theres going to be less training; that there will be probably even more training, because thats what gives us that competitive advantage.
MR. SULLIVAN: Were, unfortunately, going to have to cut off the questions. Were on, unfortunately, an ultra tight schedule today. Having said that, we cant because of the period of time now between announcement and closing, the CAT guys are restricted, really, from having contact with you. However, Ive been through this process a couple of times, and I know that theyre anxious to learn more about our company. If you have any questions, I would ask you to direct them to me, send me an e-mail, call me, or whatever. If you have any specific question that you would like answered, and if I can answer it, I will. If not, Ill get the answer back from CAT that way. Okay? Because we dont want to cut off the communications. Weve got rules and regulations we have to follow legally. But I want to make sure that if you have a question that really is important to you, feel free to contact me and we will get you that answer. Okay? Thanks for everything you do in Houston. I tell you, its this is exciting stuff for the company. And you should take this as a huge positive, and I think a real positive for your careers here at Bucyrus. Okay? Thank you.
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 intends to file relevant materials with the Securities and Exchange Commission (the SEC), including a proxy statement on Schedule 14A, which will be 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 (when available), as well as other filed documents, without charge, at the SECs website (http://www.sec.gov). Free copies of Bucyruss filings may be obtained by directing a request to Bucyruss 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 email@example.com or at Bucyruss 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, will be set forth in the proxy statement and other materials to be filed with the SEC in connection with the proposed transaction. Information regarding Bucyruss directors and executive officers is also available in Bucyruss 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 SECs web site at http://www.sec.gov and from Investor Relations at Bucyrus.
Caution Concerning Forward-Looking Statements Relating to Bucyrus
Statements in this communication that relate to Bucyruss future plans, objectives, expectations, performance, events and the like may constitute forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Future events, risks and uncertainties, individually or in the aggregate, could cause our actual results to differ materially from those expressed or implied in these forward-looking statements. These forward-looking statements may be identified by the use of predictive, future tense or forward-looking terminology, such as believes, anticipates, expects, estimates, intends, may, will or similar terms. The material factors and assumptions that could cause actual results to differ materially from current expectations include, without limitation, the following: (1) the inability to close the merger in a timely manner; (2) the inability to complete the merger due to the failure to obtain stockholder approval and adoption of the merger agreement and approval of the merger or the failure to satisfy other conditions to completion of the merger, including required regulatory approvals; (3) the failure of the transaction to close for any other reason; (4) the effect of the announcement of the transaction on Bucyruss business relationships, operating results and business generally; (5) the possibility that the anticipated synergies and cost savings of the merger will not be realized, or will not be realized within the expected time period; (6) the possibility that the merger may be more expensive to complete than anticipated, including as a result of unexpected factors or events; (7) diversion of managements attention from ongoing business concerns; (8) general competitive, economic, political and market conditions and fluctuations; (9) actions taken or conditions imposed by the governmental or regulatory authorities; (10) adverse outcomes of pending or threatened litigation or government investigations; (11) the impact of competition in the industries and in the specific markets in which Bucyrus operates; and (12) other factors that may affect future results of the combined company described in the section entitled Risk Factors in the proxy statement to be mailed to Bucyruss stockholders Bucyruss filings with the SEC that are available on the SECs web site located at http://www.sec.gov, including the section entitled Risk Factors in Bucyruss Annual Report on Form 10-K for the fiscal year ended December 31, 2009. Readers are strongly urged to read the full cautionary statements contained in those materials. All forward-looking statements attributable to Bucyrus are expressly qualified in their entirety by the foregoing cautionary statements. We assume no obligation to update any forward-looking statements to reflect events that occur or circumstances that exist after the date on which they were made.