UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

Form 8-K

 

 

Current Report

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): January 17, 2011

 

 

Bucyrus International, Inc.

(Exact name of registrant as specified in its charter)

 

 

 

Delaware   001-00871   39-0188050

(State or other jurisdiction of

incorporation)

  (Commission File Number)  

(I.R.S. Employer

Identification No.)

P.O. Box 500, 1100 Milwaukee Avenue,

South Milwaukee, Wisconsin 53172

(Address of principal executive offices, with zip code)

(414) 768-4000

(Registrant’s telephone number, including area code)

 

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

 

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

 

 


 

Item 7.01 Regulation FD Disclosure.

On January 17, 2011, the Company filed a brief in federal court in the Eastern District of Wisconsin in which it stated that it had to date received proxies from holders of a majority of its outstanding shares of common stock in favor of the proposal to adopt the merger agreement with Caterpillar Inc. in which Caterpillar would acquire all of the Company’s outstanding shares for $92.00 in cash per share. Proxies previously delivered by the Company’s stockholders remain capable of being revoked by such stockholders so no assurance can be given that the proposal will be approved at the special meeting of stockholders scheduled for January 20, 2011. The Company does not intend to provide further updates on the progress of receiving proxies from the Company’s stockholders prior to the special meeting.

In accordance with General Instruction B.2 of Form 8-K, the information set forth herein is deemed to be “furnished” and shall not be deemed to be “filed” for purposes of the Securities Exchange Act of 1934. The information set forth in Item 7.01 of this report shall not be deemed an admission as to the materiality of any information in this report on Form 8-K that is required to be disclosed solely to satisfy the requirements of Regulation FD.

 

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

Date: January 17, 2011     BUCYRUS INTERNATIONAL, INC.
    By:   /s/ Craig R. Mackus
      Craig R. Mackus
      Chief Financial Officer and Secretary

 

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