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):
March 18, 2002 (March 15, 2002)
Trimble Navigation Limited
(Exact name of registrant as specified in its charter)
California
(State or other jurisdiction of incorporation)
0-18645
(Commission File Number)
94-2802192
(IRS Employer I.D. No.)
645 N. Mary Ave. Sunnyvale, CA
(Address of principal executive offices)
94088
(Zip Code)
Registrant's telephone number, including area code: (408) 481-8000
Item 5. Other Events and Regulation FD Disclosure.
The following statement was released by Trimble Navigation Limited on March 15,
2002. The furnishing of these materials is not intended to constitute a
representation that such furnishing is required by Regulation FD or that the
materials include material investor information that is not otherwise publicly
available. In addition, the Registrant does not assume any obligation to update
such information in the future.
Trimble and Caterpillar Sign Definitive Agreement to Form Joint Venture for
Machine Control Technologies
Caterpillar Trimble Control Technologies LLC to Begin Operations in Early April
SUNNYVALE, Calif., Mar. 15, 2002 - Trimble (Nasdaq: TRMB) and Caterpillar Inc.
(NYSE: CAT) today announced that they have reached a definitive agreement to
form Caterpillar Trimble Control Technologies LLC. The joint venture, 50 percent
owned by Trimble and 50 percent owned by Caterpillar, will develop the next
generation of advanced electronic guidance and control products for earthmoving
machines in the construction, mining and waste industries. Caterpillar and
Trimble have successfully worked together for the past six years on a variety of
machine control technology initiatives.
Caterpillar Trimble Control Technologies LLC will be based in Dayton, Ohio and
is expected to begin operations on April 1, 2002. Mark Nichols, formerly the
division vice president of Machine Control for Trimble's Engineering and
Construction Division, will serve as general manager for the joint venture.
Under the terms of the agreement, Caterpillar will contribute cash and selected
technology, and Trimble will contribute select existing machine control product
technologies. Additionally, both companies have licensed patents and other
intellectual property from their portfolios to the joint venture. The
proprietary technologies will serve as the venture's foundation for product
development and commercialization efforts. Trimble will be the source of Global
Positioning System (GPS), laser, wireless communications, computing and software
technologies. Utilizing these technologies, the venture will develop on-board
systems that improve productivity and further modernize the construction and
mining markets.
Initially, the venture will supply products to Trimble and Caterpillar. Each
will market, distribute, service and support the products using their company's
independent distribution channels. Caterpillar will offer products as a fully
integrated, factory-installed option, while Trimble will continue to address the
aftermarket with products for earthmoving machines through its global dealer
channel.
"The venture marks a significant point in the expansion of both the machine
control market and in the successful relationship between Trimble and
Caterpillar," said Karl Ramstrom, senior vice president and general manager of
Trimble's Engineering and Construction Division. "Over the past five years,
there have been over 300,000 machines sold in the United States alone that can
potentially benefit from the use of this technology. By combining the strengths
of Trimble and Caterpillar, the venture will enable us to reach a larger part of
this customer base and accelerate the growth and acceptance of these
productivity enhancing systems in the construction market."
Mark Pflederer, Cat Electronics Business Unit manager commented, "The joint
venture brings tremendous synergistic benefits to both Caterpillar and Trimble.
It gives both organizations the expertise and platform to develop more long-term
strategies to serve the evolving on-machine control market than was possible
under our previous OEM-customer relationship. As joint venture partners, we are
committed to increasing commercial penetration of on-machine control
technologies by helping companies realize the cost savings, efficiency benefits,
and overall competitive advantage offered by these state-of-the-art systems."
"The market for machine guidance and control products has seen relatively low
penetration rates to date," said Mark Nichols, general manager of Caterpillar
Trimble Control Technologies LLC. "Over the past three years, customers who have
adopted the new 3D machine control technology have realized significant
benefits, which include productivity enhancements of up to 30 percent, reduced
rework, and the virtual elimination of certain steps in the construction
process. By integrating this technology into the design of its machines in the
factory, Caterpillar will offer its customers an innovative way to further
enhance their productivity in the field."
Caterpillar and Trimble will be exhibiting at CONEXPO-CON/AGG 2002, the largest
trade show in the Western Hemisphere for the construction, aggregates and ready
mixed concrete industries, in Las Vegas from March 19-23. The companies will be
highlighting machine control technology at both the Trimble and Caterpillar
booths. For more information, visit http://www.conexpoconagg.com/
Financial Implications
The venture is not expected to have a significant impact on Trimble's earnings
in the near-term and is targeting profitability on a stand-alone basis beginning
in 2003.
Trimble will report net income (loss) before taxes from the venture under "Other
Non-operating Income and Expense" on its income statements.
About Cat Electronics and Caterpillar Inc.
Cat Electronics provides leading edge technologies for the heavy-duty industry
to enhance the value of Caterpillar machines and engines. Based in Mossville,
Illinois, the group is located in five facilities, including Europe and Asia.
Cat Electronics is comprised of more than 800 highly skilled engineers and
professionals who specialize in the design, test and marketing of electronic
systems, information systems, software, cabs and components.
Caterpillar Inc. is the world's leading manufacturer of construction and mining
equipment, diesel and natural gas engines and industrial gas turbines.
Headquartered in Peoria, Illinois, the company posted 2001 sales and revenues of
$20.45 billion.
For more information about Caterpillar, visit www.cat.com.
About Trimble
Trimble is a leading innovator of Global Positioning System (GPS) technology. In
addition to providing advanced GPS components, Trimble augments GPS with other
positioning technologies as well as wireless communications and software to
create complete customer solutions. Trimble's worldwide presence and unique
capabilities position the Company for growth in emerging applications including
surveying, automobile navigation, machine guidance, asset tracking, wireless
platforms, and telecommunications infrastructure. Founded in 1978 and
headquartered in Sunnyvale, Calif., Trimble has more than 2,000 employees in
more than 20 countries worldwide.
For more information, visit Trimble's Web site at http://www.trimble.com
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Certain statements made in this press release are forward looking statements
within the meaning of Section 27A of the Securities Act of 1933 and Section 21E
of the Securities Exchange Act of 1934, and are made pursuant to the safe harbor
provisions of the Securities Litigation Reform Act of 1995. Actual results may
differ from those set forth in this press release due to certain risks and
uncertainties, including the ability to develop new products and achieve market
acceptance of product offerings from the joint venture. Among other things,
economic trends and additional competitive issues may have an adverse effect on
the results and growth of the proposed joint venture. These and other risks are
detailed from time to time in reports filed with the SEC, including Trimble and
Caterpillar's respective quarterly reports on Form 10-Q and its annual report on
Form 10-K.
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.
TRIMBLE NAVIGATION LIMITED
a California corporation
Dated: March 18, 2002 By: /s/ Mary Ellen Genovese
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Mary Ellen Genovese
Chief Financial Officer