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UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
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FORM
8-K
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Current
Report
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Pursuant
to
Section 13 or 15(d) of the Securities Exchange Act of 1934
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Date
of
earliest event reported:
December 13, 2006
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CATERPILLAR
INC.
(Exact
name
of registrant as specified in its charter)
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Delaware
(State
or
other jurisdiction of incorporation)
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1-768
(Commission
File Number)
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37-0602744
(IRS
Employer
Identification No.)
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100
NE Adams Street, Peoria, Illinois
(Address
of
principal executive offices)
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61629
(Zip
Code)
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Registrant's
telephone number, including area code:
(309) 675-1000
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Former
name
or former address, if changed since last report: N/A
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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:
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o
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Written
communications pursuant to Rule 425 under the Securities Act (17
CFR
230.425)
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o
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
230.425)
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o
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17
CFR
240.14d-2(b))
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o
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17
CFR
240.13e-4(c))
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Page
1
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Item
5.02.
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Departure
of Directors or Certain Officers; Election of Directors; Appointment
of
Certain Officers; Compensatory Arrangements of Certain
Officers.
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On
December 13,
2006, the Caterpillar Inc. Board of Directors elected Mr. Daniel M. Dickinson
as
an independent director effective immediately with term expiring at the annual
meeting of stockholders in 2009. Mr. Dickinson’s election was to fill the
vacancy created by the Board action also taken on December 13, 2006 to increase
the number of directors from thirteen to fourteen. On the same date, the Board
also appointed Mr. Dickinson to serve as a member of the Compensation Committee
of the Board.
A
copy of the press
release regarding Mr. Dickinson is filed as Exhibit 99.1 to this Form 8-K and
is
hereby incorporated herein by reference.
The
election of Mr.
Dickinson was not pursuant to any arrangement or understanding between Mr.
Dickinson and any third party. As of the date of this report, neither Mr.
Dickinson nor his immediate family member is a party, either directly or
indirectly, to any transaction required to be reported pursuant to Item 404(a)
of Regulation S-K.
In
2006, Mr.
Dickinson will receive $7,500, which
he may elect to receive in cash or stock, (representing
one
month of the $90,000 annual retainer for non-employee directors in 2006 on
a
prorated basis). In 2007, Mr. Dickinson will be compensated consistently
with
previously disclosed compensation programs for non-employee directors and
will
receive an annual retainer and other stock-based awards as may be approved
by
the Board.
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(c)
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Exhibits:
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99.1
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Caterpillar
Inc. Press Release dated December 14, 2006.
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*
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* * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * *
* * * *
*
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SIGNATURES
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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
thereunto duly authorized.
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CATERPILLAR
INC.
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December
14,
2006
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By:
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/s/
James
B. Buda
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James
B.
Buda
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Vice
President
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Page
2