MILWAUKEE DIVISION CITY OF STERLING HEIGHTS ) POLICE ...securities.stanford.edu/filings-documents/1046/... · 26. Filing and Service. Pursuant to 28 U.S.C. § 1446(d), a copy of this

UNITED STATES DISTRICT COURT EASTERN DISTRICT OF WISCONSIN

MILWAUKEE DIVISION

CITY OF STERLING HEIGHTS ) POLICE & FIRE RETIREMENT ) SYSTEM, Individually and on Behalf of ) All Others Similarly Situated, )

) Plaintiff, )

v.

BUCYRUS INTERNATIONAL, INC., ) TIMOTHY W. SULLIVAN, THEODORE ) C. ROGERS, GENE E. LITTLE, ROBERT ) L. PURDUM, ROBERT C. SCHARP, ) PAUL W. JONES, ROBERT K. ) ORTBERG, MICHELLE L. COLLINS, ) DEEPAK T. KAPUR, CATERPILLAR ) INC., and BADGER MERGER SUB, INC. )

) Defendants. )

____________________________________)

Case No.

NOTICE OF REMOVAL

PLEASE TAKE NOTICE that pursuant to 28 U.S.C. §§ 1332(d), 1441, 1446, and 1453,

as amended in relevant parts by the Class Action Fairness Act of 2005 (“CAFA”), Defendants

Caterpillar Inc. (“Caterpillar”) and Badger Merger Sub, Inc. (“Badger”), by their counsel, hereby

remove to this Court the above-styled putative class action, pending as Case No. 10-cv-19868 in

the Circuit Court of Milwaukee County, Wisconsin (“the State Court Action”). Caterpillar and

Badger believe that Plaintiff’s claims are without merit, and will dispute them at the appropriate

time, but for purposes of removal state as follows:

Case 2:10-cv-01106-CNC Filed 12/08/10 Page 1 of 6 Document 1

I. NATURE OF THE ACTION

1. Pursuant to a Complaint filed on November 19, 2010, Plaintiff City of Sterling

Heights Police & Fire Retirement System (“Plaintiff”) commenced the State Court Action

against Caterpillar, Badger, Bucyrus International, Inc. (“Bucyrus”), Timothy Sullivan, Theodore

Rogers, Gene Little, Robert Purdum, Robert Scharp, Paul Jones, Robert Ortberg, Michelle

Collins, and Deepak Kapur (collectively, “Defendants”) in the Circuit Court of Milwaukee

County. A copy of the Summons and Complaint is attached as Ex. 1 hereto.

2. Plaintiff claims to be a Bucyrus shareholder. (Ex. 1 ¶ 7.)

3. Defendants Caterpillar and Badger are Delaware corporations with their principal

headquarters in Peoria, Illinois. (See id. ¶¶ 19-20.)

4. Defendant Bucyrus is a Delaware corporation with its principal headquarters in

South Milwaukee, Wisconsin. (Id. ¶ 8.)

5. Defendants Sullivan, Rogers, Little, Purdum, Scharp, Jones, Ortberg, Collins, and

Kapur (collectively, the “Individual Defendants”) are directors of Bucyrus. ( Id. ¶¶ 9-17.)

6. Caterpillar was served with the Summons and Complaint on November 29, 2010.

Badger was served with the Summons and Complaint on November 29, 2010.

7. The Complaint alleges that on November 15, 2010, it was announced that

Caterpillar and Bucyrus had entered into an agreement dated November 14, 2010 pursuant to

which Caterpillar will purchase all of Bucyrus’ outstanding shares for $92.00 per share, or $7.6

billion in aggregate, which represents an implied premium of 32 percent to Bucyrus’ November

12, 2010 share price. (Id. ¶ 2, 37.)

8. The Complaint further alleges that the $92.00 per share price “substantially

undervalues Bucyrus.” (Ex. 1 ¶ 40.)

2 Case 2:10-cv-01106-CNC Filed 12/08/10 Page 2 of 6 Document 1

9. Based on the foregoing allegations, Plaintiff asserts state law causes of action for

breach of fiduciary duty against the Individual Defendants ( see id. ¶¶ 52-59), and for aiding and

abetting against Caterpillar, Badger, and Bucyrus ( see id. ¶¶ 60-68).

10. Plaintiff purports to bring this action as a class action on behalf of a class of “all

holders of Bucyrus stock who are being and will be harmed by Defendants’ actions . . . [except]

Defendants . . . and any person, firm, trust, corporation, or other entity related to or affiliated

with any Defendants.” (Id. ¶ 45.)

11. Plaintiff alleges that, as of November 3, 2010, there were “over 80 million

outstanding shares of Bucyrus common stock, held by hundreds, if not thousands, of beneficial

holders.” (Id. ¶ 47.)

12. Plaintiff seeks declaratory and injunctive relief, including an injunction

preventing consummation of the merger. (Id. at p. 23.)

II. GROUNDS FOR REMOVAL

13. Caterpillar and Badger remove this action under CAFA, 28 U.S.C. §§ 1332(d) and

1453 on the grounds that: (1) at least one member of the proposed class is a citizen of a State

different from any defendant ( i.e. , minimal diversity exists); (2) the proposed class consists of

more than 100 members; and (3) the amount in controversy is $5 million or more, aggregating all

claims and exclusive of interest and costs. See 28 U.S.C. §§ 1332(d)(2), 1332(d)(5)(B).

A. Minimal Diversity

14. CAFA requires only minimal diversity, namely that “ any member of a class of

plaintiffs is a citizen of a State different from any defendant[.]” 28 U.S.C. § 1332(d)(2)(A)

(emphasis added). Here, Caterpillar and Badger are citizens of Delaware and Illinois ( see Ex. 1

¶¶ 19-20), and Bucyrus is a citizen of Delaware and Wisconsin ( id. ¶ 8).


15. Plaintiff does not allege its state of citizenship. ( See id . ¶ 7.) However, Plaintiff

states that it has offices in Michigan. ( Id. ¶ 7.) Furthermore, Plaintiff purports to bring this

action on behalf of all public stockholders of Bucyrus. ( Id. ¶ 45.) On information and belief, the

Bucyrus stockholders are citizens of numerous states, and at least one stockholder is the citizen

of a state different from any defendant. There is no doubt that the minimal diversity

requirements of CAFA are satisfied here. 28 U.S.C. § 1332(d)(2)(A).

B. Number of Class Members

16. Plaintiff purports to bring this action on behalf of a class of hundreds if not

thousands of stockholders. (Ex. 1 ¶ 47.) Accordingly, CAFA’s requirement that the putative

class consist of more than 100 members is met here. See 28 U.S.C. § 1332(d)(5)(B).

C. Amount in Controversy

17. Based on the allegations of the Complaint, the aggregate amount in controversy

for purposes of determining CAFA jurisdiction exceeds $5 million, exclusive of interest and

costs. See 28 U.S.C. § 1332(d)(2). Plaintiff seeks to enjoin the merger, and to rescind certain

contractual protections. (Ex. 1 at p. 23.) One of those protections, the termination fee, is valued

at $200 million. (Id. ¶ 42.)

18. Caterpillar need only establish a “reasonable probability that the stakes exceed”

$5 million. Home Depot, Inc. v. Rickher , 2006 U.S. App. LEXIS 32391, at *2-3 (7th Cir. May

22, 2006) (quotation omitted). “The question is not what damages the plaintiff will recover, but

what amount is ‘in controversy’ between the parties.” Id. at *3.

19. Here, the Complaint seeks to enjoin the sale of the outstanding shares of Bucyrus

for $92 per share based on the allegation that $92 per share “substantially undervalues Bucyrus.”

(Ex. 1 ¶ 40.) Plaintiff alleges that, as of November 3, 2010, there were over 80 million


outstanding shares of Bucyrus stock. ( Id. ¶ 47.) Any “substantial” amount per share of alleged

undervaluation would exceed $5 million when multiplied by 80 million outstanding shares.

20. In addition, the value of the termination fee to Caterpillar that Plaintiff seeks to

enjoin is alleged to be $200 million. (Id. ¶ 42; id. at p. 23.) The merger itself, which Plaintiff

seeks to enjoin, is valued at $8.6 billion. (Id. ¶ 37.)

21. Accordingly, while Caterpillar denies that Plaintiff and members of the proposed

class are entitled either to an injunction or to any damages, the recovery alleged by Plaintiff on

behalf of the class exceeds $5 million. 28 U.S.C. § 1332(d)(2).

III. COMPLIANCE WITH REMOVAL STATUTE

22. Removal to Proper Court. The Notice of Removal was properly filed in the

United States District Court for the Eastern District of Wisconsin, because the Circuit Court for

Milwaukee County, Wisconsin, is located in this federal judicial district. See 28 U.S.C.

§ 1441(a).

23. Proper Signature. The Notice of Removal is signed pursuant to Rule 11 of the

Federal Rules of Civil Procedure. See 28 U.S.C. § 1446(a).

24. Removal Is Timely. The Notice of Removal is timely under 28 U.S.C. § 1446(b),

as it is filed within 30 days of when Caterpillar and Badger received a copy of the Complaint

“through service or otherwise.”

25. Pleadings and Process. 28 U.S.C. § 1446(a) requires Caterpillar and Badger to

file a copy of all process, pleadings, and orders that have been served upon them. The only

process, pleading, or order that has been served upon Caterpillar or Badger at this time is the

Summons and Complaint, which is attached hereto as Exhibit 1.

26. Filing and Service. Pursuant to 28 U.S.C. § 1446(d), a copy of this Notice of

Removal is being served upon counsel for Plaintiff and a copy, along with a Notice of Filing of


the Notice of Removal, is being filed with the Clerk of the Circuit Court for Milwaukee County,

Wisconsin.

27. No Consent Needed. Under CAFA, Bucyrus and the Individual Defendants need

not consent to removal. See 28 U.S.C. § 1453(b) (“A class action may be removed to a district

court of the United States in accordance with section 1446 . . . except that such action may be

removed by any defendant without the consent of all defendants.”)

WHEREFORE , Caterpillar and Badger respectfully remove this action, now pending in

the Circuit Court for Milwaukee County, Wisconsin, to the United States District Court for the

Eastern District of Wisconsin.

Dated: December 8, 2010.

s/Howard A. Pollack Howard A. Pollack, State Bar No. 1014328 John L. Kirtley, State Bar No. 1011577 Godfrey & Kahn, S.C. 780 North Water Street Milwaukee, WI 53202-3590 Phone: 414-273-3500 Fax: 414-273-5198 Email: [email protected]

[email protected]

-and-

Walter C. Carlson James W. Ducayet (pending admission) Matthew B. Kilby (pending admission) Sidley Austin LLP One South Dearborn Street Chicago, IL 60603 Phone: 312-853-7000 Fax: 312-853-7036

Attorneys for Caterpillar, Inc. and Badger Merger Sub, Inc.

5732545_i


4.. cop'e STATE OF WISCONSIN CIRCUIT COURT

MILWAUKEE COUNTY

CITY OF STERLING HEIGHTS POLICE & FIRE RETIREMENT SYSTEM, Individually and On Behalf of All Others Similarly Situated, 41625 Ryan Road Sterling Heights, Michigan 48314,

Plaintiff,

V.

BUCYRUS INTERNATIONAL, INC. 1100 Milwaukee Avenue South Milwaukee, Wisconsin 53172,

TIMOTHY W. SULLIVAN 5270 North Lake Drive Milwaukee, Wisconsin 53217,

IOCVoq858

- FILEDAND ArNTICA1ED

o NOVI9?(J10 0

I juru Clerk of Circuit court_

HON. JOHN SIEFERT, BR 47

CIVIL LI

Case No.

THEODORE C. ROGERS 7 West 81's Street, #19/20-A New York, New York 10024,

GENE E. LITTLE 2910 Croydon Drive NW Canton, Ohio 44718-3302,

ROBERT L. PURDUM 701 Key Royale Drive Holmes Beach, Florida 34217,

ROBERT C. SCHARP 780 Forest View Circle Monument, Colorado 80132,

Code No. 30106

PAUL W. JONES 4704 North Pinecrest Drive Nashotah, Wisconsin 53058,

ROBERT K. ORTBERG 317 Forest Drive SE Cedar Rapids, Iowa 52403,

EXHIBIT

Case 2:10-cv-01106-CNC Filed 12/08/10 Page 1 of 29 Document 1-1 1

* I

MICHELLE L. COLLINS 4950 South Chicago Beach Drive Chicago, Illinois 60615,

DEEPAK T. KAPUR 608 Driftwood Court Naperville, Illinois 60540,

CATERPILLAR INC. 100 NE Adams Street Peoria, Illinois 61629,

and

BAtGER MERGER SUB, INC. 6istered Agent for Process The Corporation Trust Company Corporation Trust Center 1209 Orange Street Wilmington, Delaware 19801,

Defendants.

SUMMONS

THE STATE OF WISCONSIN, TO THE ABOVE-NAMED DEFENDANTS:

YOU ARE HEREBY NOTIFIED that the plaintiff, City of Sterling Heights Police & Fire

Retirement System, has filed a lawsuit against you. The complaint, which is attached, states the

nature and basis of the legal action.

Within forty-five (45) days of receiving this summons, you must respond with a written

answer, as that term is used in Chapter 802 of the Wisconsin Statutes to the complaint. The Court

may rejector disregard an answer that does not follow the requirements of the statutes. The answer

Case 2:10-cv-01106-CNC Filed 12/08/10 Page 2 of 29 Document 1-1

2

must be sent or delivered to the Court, whose address is Clerk of Courts, Milwaukee County

Courthouse, 901 North Ninth Street, Milwaukee, Wisconsin 53233, and to the attorney for the

plaintiff, K. Scott Wagner, Hale & Wagner, S.C., 839 North Jefferson Street, Suite 400,

Milwaukee, Wisconsin 53202. You may have an attorney help or represent you.

If you do not provide a proper answer within forty-five (45) days, the Court may grant

judgment against you for the award of money or other legal action requested in the complaint, and

you may lose your right to object to anything that is or may be incorrect in the complaint. A

judgment may be enforced as provided by law. A judgment awarding money may become a lien

against any real estate you own now or in the future, and may also be enforced by garnishment or

seizure of property.

Dated this 19' day of November, 2010.

HALE & WAGNER, S.C. Attorneys for Plaintiff

1. K. Scott Wagner (SRN 1004668)

Heather M. Friedi (SBN 1079686)

POST OFFICE ADDRESS:

839 North Jefferson Street, Suite 400 Milwaukee, Wisconsin 53202 Telephone: 414.278.7000 Facsimile: 414.278.7590 Email: kswC2Iha1cwaner.com

h'(halewagner.cpm


3

1

CO-COUNSEL:

ROBBINS GELLER RUDMAN & DOWD LLP Stuart A. Davidson Cullin A. O'Brien 120 East Palmetto Park Road, Suite 500 Boca Raton, Florida 33432 Telephone: 561.750.3000 Facsimile: 561.750.3364

ROBBINS GELLER RUDMAN & DOWD LLP Randall J. Baron A. Rick Atwood, Jr. David T. Wissbroecker 655 West Broadway, Suite 1900 San Diego, California 92101-3301 Telephone: 619.231.1058 Facsimile: 619.231.7423

VANOVERBEKE MICHAUD & TIMMONY, P.C. Michael J. Vanoverbeke Thomas C. Michaud 79 Alfred Street Detroit, Michigan 48201 Telephone: 313.578.1200 Facsimile: 313.578.1201


CLASS ACTION

FftED AND AUHE1'TTCA

0 NOV 19'2010 0 AL TT

rcuitcourt

DEMAND FOR A JURY TRIAL

IOCyjj 9868

STATE OF WISCONSIN CIRCUIT COURT

MILWAUKEE COUNTY CIVIL DIVISION

CITY OF STERLING HEIGHTS POLICE & FIRE RETIREMENT SYSTEM, Individually and On Behalf of All Others Similarly Situated, 41625 Ryan Road, Sterling Heights, Michigan 48314,

Plaintiff,

VS.

BUCYRUS INTERNATIONAL, INC. 1100 Milwaukee Avenue South Milwaukee, Wisconsin 53172,

TIMOTHY W. SULLIVAN 5270 North Lake Drive Milwaukee, Wisconsin 53217,

THEODORE C. ROGERS 7 West 81"'Street, #19/20-A New York, New York 10024,

GENE E. LITTLE 2910 Croydon Drive NW Canton, Ohio 44718,

ROBERT L. PURDUM 701 Key Royale Drive Holmes Beach, Florida 334217,

ROBERT C. SCHARP 780 Forest View Circle Monument, Colorado 80121,

)

)

)

)

)

)

)

)

)

)

)

)

Case No.

Code No. 30106


PAUL W. JONES 4704 North Pinecrest Drive Nashotah, Wisconsin 53058,

ROBERT K. ORTBERG 317 Forest Drive SE Cedar Rapids, Iowa 52403,

MICHELLE L. COLLINS 4950 South Chicago Beach Drive Chicago, Illinois 60615,

DEEPAK T. KAPUR 608 Driftwood Court Naperville, Illinois 60540,

CATERPILLAR INC. 100 NE Adams Street Peoria, Illinois 61629,

and

BADGER MERGER SUB, INC. do Registered Agent for Process - The Corporation Trust Company Corporation Trust Center 1209 Orange Street Wilmington, Delaware 19801,

Defendants. )

DIRECT SHAREHOLDER CLASS ACTION COMPLAINT BASED UPON BREACH OF FIDUCIARY DUTY

Plaintiff; City of Sterling Heights Police & Fire Retirement System ("Plaintiff"),

individually and on behalf of all others similarly situated, respectfully brings this direct class

action for breach of fiduciary duties against the herein named Defendants and, upon

information and belief, alleges the following:


SUMMARY OF THE ACTION

1. This is a direct stockholder class action brought by Plaintiff on behalf of the

holders of Bucyrus International, Inc. ("Bucyrus" or the "Company") common stock against

Bucyrus and its Board of Directors (the "Board") arising out of the proposed acquisition of

Bucyrus by Caterpillar Inc. ("Caterpillar") through a fundamentally unfair process that

yielded the inadequate consideration of $92.00 per share (the "Buyout").

2. On November 15, 2010, Defendants announced that they had entered into the

Buyout agreement, which has been approved by the Boards of both companies. Pursuant to

the terms of the agreement, Caterpillar will purchase all of Bucyrus' outstanding shares for

the inadequate price of $92.00 per share. The Buyout is expected to close in mid-2011.

3. The Buyout is the product of a fundamentally unfair process that is designed to

ensure the sale of Bucyrus to Caterpillar on terms preferential to Caterpillar and Bucyrus'

Board members but detrimental to Plaintiff and the other Bucyrus shareholders.

4. In entering into the Buyout, the Defendants have breached their fiduciary

duties of loyalty, due care, independence, good faith and fair dealing, and have aided and

abetted such breaches by the Board.

5. Specifically, Defendants are timing the Merger to take advantage of the

temporary downturn in the economy to sell the Company at an illusory premium. In reality,

the offered consideration does not reflect Bucyrus' financial performance. Bucyrus

shareholders stand to be deprived of the true value of their shares.

6. Unless enjoined by this Court, the Defendants will consummate the Buyout,

and Plaintiff and the other Bucyrus shareholders will forever lose their equity interest in the


Company for an inadequate price, all to the irreparable harm of Plaintiff and the other

shareholders of Bucyrus.

PARTIES

7. Plaintiff City of Sterling Heights Police & Fire Retirement Systems has offices

located at 41625 Ryan Road, Sterling Heights, Michigan 48314. Plaintiff is, and at all

material times was, a shareholder of Bucyrus.

8. Defendant Bucyrus is a Delaware corporation headquartered in South

Milwaukee, Wisconsin. Bucyrus is a world leader in the design and manufacture of high

productivity mining equipment for the surface and underground mining industries. Bucyrus'

surface mining equipment is used for mining coal, copper, iron ore, oil sands and other

minerals. Bucyrus' underground mining equipment is used primarily for mining coal and

also used in mining minerals such as potash and trona. Bucyrus is publicly traded on the

NASDAQ Stock Exchange under the ticker "BUCY." Bucyrus's principal executive offices

are located at 1100 Milwaukee Avenue, South Milwaukee, Wisconsin 53172.

9. Defendant Timothy W. Sullivan is an adult resident of the State of Wisconsin,

with a current address of 5270 North Lake Drive, Milwaukee, Wisconsin 53217. Defendant

Timothy W. Sullivan ("Sullivan") is a director of Bucyrus. Sullivan also serves as Bucyrus'

President and Chief Executive Officer ("CEO") and has held that position since March 2004.

Prior to that time, Sullivan briefly served as the Company's Chief Operating Officer

("COO").

10. Defendant Theodore C. Rogers is an adult resident of the State of New York,

with a current address of 7 West 81" Street, #19/20-A, New York, New York 10024.


Defendant Theodore C. Rogers ("Rogers") has been a director of Bucyrus since 1997.

Rogers has served as Chairman of the Board since March 2004 and is also a member of the

Audit Committee and the Nominating and Corporate Governance Committee. From

December 1999 to March 2004, Rogers also served as the Company's CEO. Mr. Rogers also

briefly served as the Company's President from December 1999 to August 2000.

ii. Defendant Gene E. Little is an adult resident of the State of Ohio, with a

current address of 2910 Croydon Drive NW, Canton, Ohio 44718. Defendant Gene B. Little

("Little") has been a director of Bucyrus since 2004. Mr. Little is the Chairman of the Audit

Committee and a member of the Nominating and Corporate Governance Committee,

12. Defendant Robert L. Purdum is an adult resident of the State of Florida, with a

current address of 701 Key Royale Drive, Holmes Beach, Florida 34217. Defendant Robert

L. Purdum ("Purdum") has been a director of Bucyrus since 1997 and is a member of the

Compensation Committee.

13. Defendant Robert C. Scharp is an adult resident of the State of Colorado, with

a current address of 780 Forest View Circle, Monument, Colorado 80132. Defendant

Robert C. Scharp ("Scharp") has been a director of Bucyrus since July 2005 and also serves

as Chairman of the Nominating and Corporate Governance Committee and a member of the


14. Defendant Paul W. Jones is an adult resident of the State of Wisconsin, with a

current address of 4704 North Pinecrest Drive, Nashotah, Wisconsin 53058. Defendant Paul

W. Jones ("Jones") has been a director of Bucyrus since July 2006 and is the Chairman of

the Compensation Committee.


15. Defendant Robert K. Ortberg is an adult resident of the State of Iowa, with a

current address of 317 Forest Drive SE, Cedar Rapids, Iowa 52403. Defendant Robert K.

Ortberg ("Ortberg") has been a director of Bucyrus since July 2008 and is a member of the


16. Defendant Michelle L. Collins is an adult resident of the State of Illinois, with

a current address of 4950 South Chicago Beach Drive, Chicago, Illinois 60615. Defendant

Michelle L. Collins ("Collins") has been a director of Bucyrus since July 2009 and is a

member of the Audit Committee.

17. Defendant Deepak T. Kapur is an adult resident of the State of Illinois, with a

current address of 608 Driftwood Court, Naperville, Illinois 60540. Defendant Deepak T.

Kapur ("Kapur") has been a director of Bucyrus since July 2009 and is a member of the

Nominating and Corporate Governance Committee.

18. The Defendants named above in 119-17 are sometimes collectively referred to

herein as the "Individual Defendants."

19. Defendant Caterpillar is the world's leading manufacturer of construction and

mining equipment, diesel and natural gas engines, industrial gas turbines and dieselelectric

locomotives. Caterpillar is listed and traded on the New York Stock Exchange under the

ticker "CAT." Caterpillar's principal executive offices are located at 100 NE Adams Street,

Peoria, Illinois 61629.

20. Defendant Badger Merger Sub, Inc. ("Sub") is a wholly-owned subsidiary of

Caterpillar, created as a vehicle to effectuate the Buyout ofBucyrus. Pursuant to the Buyout,

Sub will merge with Bucyrus and the surviving entity will become a wholly-owned


subsidiary of Caterpillar. Badger Merger Sub, Inc., is a Delaware corporation and its

registered agent for service ofprocess is The Corporation Trust Company, Corporation Trust

Center, 1209 Orange Street, Wilmington, Delaware 19801.

21. The Defendants named above in %$19-20 are collectively referred to herein as

"Caterpillar."

JURISDICTION AND VENUE

22. Pursuant to W.S.A. § 801.05, this Court has jurisdiction over each Defendant

named herein because each Defendant is either a corporation that is engaged in substantial

and not isolated activities within this state, or is an individual who has sufficient minimum

contacts with Wisconsin so as to render the exercise ofjurisdiction by the Wisconsin courts

permissible under traditional notions of fair play and substantial justice.

23. Venue is proper in this Court because one or more of the Defendants either

resides in or maintains executive offices in this County, a substantial portion of the

transactions and wrongs complained of herein, including the Defendants' primary

participation in the wrongful acts detailed herein and aiding and abetting and conspiracy in

violation of fiduciary duties owed to Bucyrus's shareholders occurred in this County, and

Defendants have received substantial compensation in this County by doing business here

and engaging in numerous activities that had an effect in this County.

DEFENDANTS' FIDUCIARY DUTIES

24. Under applicable law, in any situation where the directors of a publicly traded

corporation undertake a transaction that will result in either. (1) a change in corporate control;

or (ii) a break up of the corporation's assets, the directors have an affirmative fiduciary


obligation to obtain the highest value reasonably available for the corporation's shareholders,

and if such transaction will result in a change of corporate control, the shareholders are

entitled to receive a significant premium. To diligently comply with these duties, the

directors and/or officers may not take any action that:

(a) adversely affects the value provided to the corporation's shareholders;

(b) will discourage or inhibit alternative offers to purchase control of the

corporation or its assets;

(c) contractually prohibits themselves from complying with their fiduciary

duties;

(d) will otherwise adversely affect their duty to search and secure the best

value reasonably available under the circumstances for the corporation's shareholders; and/or

(e) will provide the directors and/or officers with preferential treatment at

the expense of, or separate from, the public shareholders.

25. In accordance with their duties of loyalty and good faith, the Defendants, as

directors and/or officers of Bucyrus, are obligated under applicable law to refrain from:

(a) participating in any transaction where the directors' or officers' loyalties

are divided;

(b) participating in any transaction where the directors or officers receive,

or are entitled to receive, a personal financial benefit not equally shared by the public

shareholders of the corporation; and/or

(c) unjustly enriching themselves at the expense or to the detriment of the

public shareholders.


26. Plaintiff alleges herein that Defendants, separately and together, in connection

with the Buyout, are knowingly or recklessly violating their fiduciary duties, including their

duties of loyalty, good faith. and independence owed to Plaintiff and other public

shareholders of Bucyrus.

27. Because Defendants are knowingly or recklessly breaching their duties of

loyalty, good faith and independence in connection with the Buyout, the burden of proving

the inherent or entire fairness of the Buyout, including all aspects of its negotiation,

structure, price and terms, is placed upon Defendants as a matter of law.

FACTUAL ALLEGATIONS

28. Bucyrus is a world leader in the design and manufacture of high productivity

mining equipment for the surface and underground mining industries. Bucyrus' surface

mining equipment is used for mining coal, copper, iron ore, oil sands and other minerals.

Bucyrus' underground mining equipment is used primarily for mining coal and also used in

mining minerals such as potash and trona. Bucyrus is publicly traded on the NASDAQ

Stock Exchange under the ticker "BUCY."

29. Despite the recent economic turmoil of the past few years, Bucyrus has

weathered the storm, and its stock has skyrocketed over 538 percent since March 2, 2009:


N U. 2011 ..mjcY OW

IN .

2000 2000 F4 MW Alw N.y JI.. 11.1 All S Oct N. 2010 F A 3c 11 M Oct N..

30. The Company's current success is probably best stated in its own Proxy

Statement, filed with the U.S. Securities and Exchange Commission ("SEC") on November

15,2010:

Since becoming a public company in 2004, Bucyrus has done very well. Today, Bucyrus is a true leader in the global mining machinery industry and is poised for continued growth. We have a strong brand, the most expansive offerings in surface and underground mining equipment, technological leadership, a strong and diverse network of customers, and a talented base of employees.

31. Indeed, according to analysts, Bucyrus' earnings have grown over 101

percent over the last five years; this is in stark comparison to the 8.30 percent earnings

growth rate seen by the industry as a whole during the same period. 2

http://flnance.yahoo.com/echarts?s=BUCY+Interactive#cliart7:symbol=bucy;range2008 ill 4,2010111 2;indicator volume;charttype=line;crosshairon;ohlcvalues0;logscaIeon (last visited on Nov. 10, 2010).


ft

32. Further, analysts estimate that Bucyrus will continue to grow faster than the

industry as a whole by 28.50 percent in fiscal year 2011, and 16.80 percent over the next five

years: 3

15.00%

10.00%

5.00%

0.00%

-5.00%

33. Bucyrus ended fiscal year 2009 strongly. In its Annual Report for fiscal 2009,

filed with the SEC on March 1, 2010, the Company reported a 18 percent increase in Gross

Profit over the prior year.

34. Thus far in fiscal 2010, the Company is continuing to follow its momentum

from the previous year and has taken steps to ensure continued growth for the Company. For

instance, on February 19, 2010, Bucyrus completed a strategic acquisition of Terex

Corporation's mining equipment business ("Terex Mining"). This acquisition, valued at $1.0

billion in cash as well as almost 6 million shares of Bucyrus stock, positioned Bucyrus as the

premier supplier of mining equipment in the world. According to an official Company press

release, dated February 19, 2010, Defendant Sullivan, Bucyrus' President and CEO said:

2

http://moneycentral.msn.com/investor/invsub/analyst/earnest.asp?PageEarningsGrowthRate s&SymboIBUCY(last visited on Nov. 10, 2010).

Id.

-11 -


"We are pleased to announce this important milestone for Bucyrus as we begin our 130th

year in business. This transaction is a unique opportunity to build an even stronger company

for our customers, employees, and stockholders."

35. Bucyrus is only now beginning to see a return on its investment in acquiring

Terex Mining. Thus, although the Company reported only a 3 percent increase in Gross

Profit in its First Quarter Results for fiscal 2010 filed with the SEC on May 7, 2010, the

Company's subsequent quarterly filings are indicative of the future growth that the Company

is sure to see in the near future.

36. For instance, in its Second Quarter Results for fiscal 2010, filed with the SEC

on May 7, 2010, the Company reported a 20 percent increase in Gross Profits. Further, in its

Third Quarter Results, filed with the SEC on November 9, 2010, the Company reported a

15.5 percent increase in Gross Sales. And as the above-mentioned analysts predict, the

Company is poised for future growth.

37. Despite the Company's success and promising outlook, including its recent

acquisition of Terex Mining, on November 15, 2010, Bucyrus and Caterpillar announced that

the two companies had entered into a definitive agreement pursuant to which Catçrpillar will

acquire Bucyrus' outstanding shares for the inadequate price of $92.00 per share:

Caterpillar to Acquire Bucyrus

Caterpillar Inc. and Bucyrus International, Inc. announced today they have entered into an agreement under which Caterpillar will acquire Bucyrus International in a transaction valued at approximately $8.6 billion (including net debt).

November 15, 2010


PEORIA, Ill, and SOUTH MILWAUKEE, Wis. - Caterpillar Inc. (NYSE: CAT) and Bucyrus International, Inc. (Nasdaq: BUCY) announced today they have entered into an agreement under which Caterpillar will acquire Bucyrus International in a transaction valued at approximately $8.6 billion (including net debt). The acquisition is based on Caterpillar's key strategic imperative to expand its leadership in the mining equipment industry, and positions Caterpillar to capitalize on the robust long-term outlook for commodities driven by the trend of rapid growth in emerging markets which are improving infrastructure, rapidly developing urban areas and industrializing their economies.

Under the terms of the transaction, which has been approved by the boards of directors of both companies, Bucyrus shareholders will receive $92 per share, $7.6 billion in aggregate consisting of all cash. The transaction represents an implied premium of32 percent to Bucyrus' share price as of November 12, 2010. Caterpillar will fund the acquisition through a combination of cash from the balance sheet, debt and up to $2 billion in equity. The transaction is expected to close in mid-2011. Caterpillar intends to locate its mining business headquarters in South Milwaukee, Wisconsin, where Bucyrus headquarters is currently located, and maintain the Bucyrus brand for the principal Bucyrus legacy products.

"For several years, mining customers have been asking us to expand our range of products and services to better serve their increasingly complex requirements," said Caterpillar Chairman and CEO Doug Oberhelman. "This announcement says to those customers, we heard you loud and clear. It is a strong statement about our belief in the bright future of the mining industry. Our strategy calls for disciplined investment in attractive industries that value our product and service delivery model," Oberhelman said. "Our performance through the global economic turmoil of 200 8-2009 allowed us to emerge with a strong balance sheet and the ability to make strategic investments in companies like Bucyrus. This, and other recent acquisitions, will position Caterpillar for industry leadership and will be positive for our stockholders, customers and employees."


Tim Sullivan, Bucyrus President and CEO, said, "This is an outstanding and financially compelling transaction for our shareholders. More fundamentally, it is a testament to the tremendous value our talented team of employees has created over the past several years and to the strength of our brand in the global mining machinery marketplace. I am confident that we have found an excellent partner in Caterpillar. Caterpillar is a first-rate global company and it shares our commitment to providing innovative products and exceptional service to customers, creating a collaborative and safe work environment for employees and minimizing the impact on the environment. We are very pleased that Caterpillar has committed to locate its mining business headquarters in Milwaukee and we are confident that the combined global platform will be extremely well positioned to capitalize on the substantial growth opportunities in this market in the years ahead."

The closing of the transaction is subject to regulatory approvals, customary closing conditions and approval by Bucyrus stockholders. At that time, Caterpillar Group President Steve Wunning will have executive office accountability for Bucyrus, along with his current responsibilities for the company's mining business.

"Even today at mine sites around the world, our customers are using Bucyrus shovels to load Caterpillar mining trucks," Wunning said. "This combination, as well as the significant expansion in products and facility capacity already announced, gives us the opportunity to expand the range of surface and underground mining products and solutions offered to customers by Caterpillar and its dealer network."

A driving motivation for the transaction is Caterpillar's estimate of more than $400 million in annual synergies beginning in 2015 derived from the combined financial strength and complementary product offerings of the combined mining equipment businesses. Synergies driven by the acquisition include:

Market leading sales and support capabilities of Caterpillar dealers and a broad, one-stop shop for global mining customers


Caterpillar Remanufacturing products and services for Bucyrus equipment

Caterpillar engines and components to enhance performance and lower owning and operating costs for Bucyrus equipment

Additional scale and cost efficiencies in areas such as purchasing and engineering

Deployment of manufacturing best practices through the Caterpillar Production System

Advisors: J.P. Morgan Securities LLC served as exclusive financial advisor for Caterpillar and has provided committed financing for the transaction. Mayer Brown LLP, Sidley Austin LLP and Howrey LLP served as legal advisors for Caterpillar.

Deutsche Bank Securities Inc. and UBS Investment Bank sewed as financial advisors for Bucyrus. Sullivan & Cromwell LLP and Arnold & Porter LLP served as legal advisors for Bucyrus.

38. The Buyout is the product of a fundamentally unfair process that is designed to

ensure the sale of Bucyrus to Caterpillar on terms preferential to Caterpillar and Bucyrus'

Board members but detrimental to Plaintiff and the other Bucyrus shareholders.

39. To be sure, if the Buyout is consummated, Caterpillar will reap an advantage

that will not be shared by Bucyrus shareholders, and which Bucyrus shareholders are being

unfairly deprived of. As stated in the Company's Proxy Statement, filed with the SEC on

February 15, 2010: "Our Company has been performing well and I believe we all think we

- 15 -


could have continued to have a brightfuture as an independent company -' A If the Buyout

is allowed to go forward, Bucyrus shareholders will be cashed out at a price that does not

reflect their equity stake in the company, while Caterpillar will reap the benefit dfBucyrus'

recent acquisition of Terex Mining, as well as the other steps that Bucyrus has taken in

recent years to position itself as a global leader in its field.

40. In light of all this, the Buyout consideration substantially undervalues Bucyrus

and is merely an attempt by Caterpillar to acquire Bucyrus for a bargain during a temporary

downturn in the economy. Indeed, Bucyrus's stock traded at $75.08 per share as early as

October 11, 2010, and the Company is sure to continue its upward momentum.

41. In entering into the Buyout, the Defendants have breached their fiduciary

duties of loyalty, due care, independence, good faith and fair dealing, and have aided and

abetted such breaches by the Board.

42. Further, the Buyout agreement contains certain provisions that effectively

"lock up" the deal and that will thwart the Individual Defendants from complying with their

fiduciary duties in the future (the "Lock-up Provisions"). For instance, the Buyout

agreement: (I) prevents the Board from soliciting any superior offers; and (2) if the

Individual Defendants accept a superior offer for the Company, as their fiduciary duties

require, the Buyout agreement requires Bucyrus to pay Caterpillar a $200 million

termination fee.

Emphasis is added unless otherwise noted.


S

43. These Lock-up Provisions unduly bind the Board to the deal and deprive

Bucyrus shareholders from obtaining the highest value reasonably available for their shares.

44. Unless enjoined by this Court, the Individual Defendants will continue to

breach their fiduciary duties owed to Plaintiff and the Class in a willful, reckless and wanton

manner, and will consummate the Buyout all to their irreparable harm.

CLASS ACTION ALLEGATIONS

45. Plaintiff brings this action individually and as a class action on behalf of all

holders of Bucyrus stock who are being and will be harmed by Defendants' actions described

below (the "Class"). Excluded from the Class are Defendants herein and any person, firm,

trust, corporation, or other entity related to or affiliated with any Defendants.

46. This action is properly maintainable as a class action under Wisconsin

procedural law.

47. The Class is so numerous that joinder of all members is impracticable.

According to Bucyrus's Quarterly Report, filed with the SEC on November 9, 2010, as of

November 3, 2010 there were over 80 million outstanding shares ofBucyrus common stock,

held by hundreds, if not thousands, of beneficial holders.

48. There are questions of law and fact which are common to the Class and which

predominate over questions affecting any individual Class member. The common questions

include, inter alia, the following:

(a) whether the Individual Defendants have breached their fiduciary duties

of undivided loyalty, independence or due care with respect to Plaintiff and the other

members of the Class in connection with the Buyout;


(b) whether the Individual Defendants are engaging in self dealing in

connection with the Buyout;

(c) whether the Individual Defendants have breached their fiduciary duty to

secure and obtain the best price reasonable under the circumstances for the benefit of

Plaintiff and the other members of the Class in connection with the Buyout;

(d) whether the Individual Defendants are unjustly enriching themselves

and other insiders or affiliates of Bucyrus;

(e) whether the Individual Defendants have breached any of their other

fiduciary duties to Plaintiff and the other members of the Class in connection with the

Buyout, including the duties of good faith, diligence, honesty and fair dealing;

(f) whether the Individual Defendants, in bad faith and for improper

motives, have impeded or erected barriers to discourage other strategic alternatives including

offers from interested parties for the Company or its assets;

(g) whether Plaintiff and the other members of the Class would be

irreparably harmed were the transactions complained of herein consummated; and

(h) whether Bucyrus and Caterpillar are aiding and abetting the wrongful

acts of the Individual Defendants.

(i) Plaintiff's claims are typical of the claims of the other members of the

Class and Plaintiff does not have any interests adverse to the Class.

(j) Plaintiff is an adequate representative of the Class, has retained

competent counsel experienced in litigation of this nature and will fairly and adequately

protect the interests of the Class.


49. The prosecution of separate actions by individual members of the Class would

create a risk of inconsistent or varying adjudications with respect to individual members of

the Class which would establish incompatible standards of conduct for the party opposing

the Class.

50. Plaintiff anticipates that there will be no difficulty in the management of this

litigation. A class action is superior to other available methods for the fair and efficient

adjudication of this controversy.

51. Defendants have acted on grounds generally applicable to the Class with

respect to the matters complained of herein, thereby making appropriate the relief sought

herein with respect to the Class as a whole.

CAUSES OF ACTION

COUNT I Claim for Breach of Fiduciary Duties Against the Individual Defendants

52. Plaintiff repeats and realleges each allegation set forth herein.

53. Defendants have knowingly and recklessly and in bad faith violated fiduciary

duties of care, loyalty, good faith, candor and independence owed to the public shareholders

of Bucyrus and have acted to put their personal interests and the interest of Caterpillar ahead

of the interests of Bucyrus's shareholders.

54. By the acts, transactions and courses of conduct alleged herein, Defendants,

individually and acting as a part of a common plan, knowingly or recklessly and in bad faith

are attempting to unfairly deprive Plaintiff and other members of the Class of the true value

of their investment in Bucyrus.


55. Defendants have knowingly or recklessly and in bad faith viqiated their

fiduciary duties by entering into a transaction with Caterpillar without regard to the fairness

of the transaction to Bucyrus's shareholders.

56. As demonstrated by the allegations above, Defendants knowingly or recklessly

failed to exercise the care required, and breached their duties of loyalty, good faith, candor

and independence owed to the shareholders of Bucyrus because, among other reasons:

(a) they failed to take steps to maximize the value of Bucyrus to its public

shareholders;

(b) they capped the price of Bucyrus's stock giving Defendants an unfair

advantage, by, among other things, failing to solicit other potential acquirors or alternative

transactions;

(c) they ignored or did not protect against the numerous conflicts of interest

resulting from the directors' own interrelationships or connection with the Buyout.

57. By reason of the foregoing acts, practices and course of conduct, Defendants

have knowingly or recklessly and in bad faith failed to exercise ordinary care and diligence

in the exercise of their fiduciary obligations toward Plaintiff and the other members of the

Class.

58. As a result of Defendants' unlawful actions, Plaintiff and the other members of

the Class will be irreparably harmed in that they will not receive the real value of their equity

ownership of the Company. Unless the Buyout is enjoined by the Court, Defendants will

continue to knowingly or recklessly and in bad faith breach their fiduciary duties owed to

Plaintiff and the members of the Class, will not engage in arm's-length negotiations on the

- 20 -


Buyout terms, and will not supply to Bucyrus's public shareholders sufficient information to

enable them to cast informed votes on the Buyout and may consummate the Buyout, all to

the irreparable harm of the members of Plaintiff and the Class.

59. Plaintiff and the members of the Class have an inadequate remedy at law.

Only through the exercise of this Court's equitable powers can Plaintiff and the Class be

fully protected from the immediate and irreparable injury which Defendants' actions threaten

to inflict.

COUNT 11 Aiding & Abetting the Individual Defendants' Breach of Fiduciary Duty

(Against Defendants Bucyrus and Caterpillar)

60. Plaintiff repeats and realleges each allegation set forth herein.

61. Defendants Bucyrus and Caterpillar are sued herein as aiders and abettors of

the breaches of fiduciary duties outlined above by the Individual Defendants, as members of

the Board of Bucyrus.

62. The Individual Defendants breached their fiduciary duties of good faith,

loyalty, due care and candor to the Bucyrus shareholders by failing to:

(a) fully inform themselves of the market value of Bucyrus before entering

into the Buyout;

(b) act in the best interests of the public shareholders of Bucyrus common

stock;

(c) maximize shareholder value;

(d) obtain the best financial and other terms when the Company's

independent existence will be materially altered by the Buyout;


(e) act in accordance with their fundamental duties of good faith, due care

and loyalty; and

(f) put the shareholders' best interests above those of the Individual

Defendants.

63. Such breaches of fiduciary duties could not and would not have occurred but

for the conduct of Defendants Bucyrus and Caterpillar, which, therefore, aided and abetted

such breaches via entering into the Buyout with each other.

64. Defendants Bucyrus and Caterpillar had knowledge that they were aiding and

abetting the Individual Defendants' breach of their fiduciary duties to the Bucyrus

shareholders.

6. Defendants Bucyrus and Caterpillar rendered substantial assistance to the

Individual Defendants in their breach of their fiduciary duties to the Bucyrus shareholders.

66. As a result of the unlawful actions of Defendants Bucyrus and Caterpillar,

Plaintiff and the other members of the Class will be irreparably harmed in that they will not

receive fair value for Bucyrus's assets and business and will be prevented from obtaining the

real value of their equity ownership in the Company. Unless the actions of Defendants

Bucyrus and Caterpillar are enjoined by this Court, they will continue to aid and abet the

Individual Defendants' breach of their fiduciary duties owed to Plaintiff and the members of

the Class, and will aid and abet a process that inhibits the maximization of shareholder value.

67. Plaintiff and the other members of the Class have no adequate remedy at law.

68. Plaintiff seeks to obtain a non-pecuniary benefit for the Class in the form of

injunctive relief against Defendants. Plaintiff's counsel are entitled to recover their

- 22 -


•1

reasonable attorneys' fees and expenses as a result of the conference of a non-pecuniary

benefit on behalf of the Class, and will seek an award of such fees and expenses at the

appropriate time.

PRAYER FOR RELIEF

WHEREFORE, Plaintiff demands injunctive relief in its favor and in favor of the

Class and against Defendants as follows:

A. Declaring that this action is properly maintainable as a class action;

B. Declaring and decreeing that the Buyout was entered into in breach of the

fiduciary duties of Defendants and is therefore unlawful and unenforceable;

C. Enjoining Defendants, their agents, counsel, employees and all persons acting

in concert with them from consummating the Buyout, unless and until the Company adopts

and implements a procedure or process to obtain the highest possible value for shareholders;

D. Directing the Individual Defendants to exercise their fiduciary duties to obtain

a transaction which is in the best interests of Bucyrus's shareholders until the process for the

sale or auction of the Company is completed and the highest possible value is obtained;

E. Rescinding, to the extent already implemented, the Buyout or any of the terms

thereof,

F. Implementation of a constructive trust, in favor of Plaintiff, upon any benefits

improperly received by Defendants as a result of their wrongful conduct;

G. Awarding Plaintiff the costs and disbursements of this action, including

reasonable attorneys' and experts' fees; and


H. Granting such other and further equitable relief as this Court may deem just

and proper.

JURY DEMAND

Plaintiff demands a trial by jury on all issues so triable.

DATED: November 19, 2010 HALE & WAGNER S.C.

K. SCOTT WA R (SBN 1004668) 839 North Jefferson Street, Suite 400 Milwaukee, Wisconsin 53202 Telephone: (414) 278-7000 Facsimile: (414) 278-7590 Email: kswha1ewagner.com

ROBBINS GELLER RUDMAN & DOWD LLP STUART A. DAVIDSON Florida Bar No. 084824 CULL1N A. O'BRIEN Florida Bar No. 597341 120 East Palmetto Park Road, Suite 500 Boca Raton, FL 33432 Telephone: (561) 750-3000 Facsimile: (561) 750-3364

ROBBINS GELLER RUDMAN & DOWD LLP

RANDALL J. BARON A. RICK ATWOOD, JR. DAVID T. WISSBROECKER 655 West Broadway, Suite 1900 San Diego, CA 92101-3301 Telephone: (619) 231-1058 Facsimile: (619) 231-7423

IWZIE


VANOVERBEKE MICIIAUD & TIMMONY, P.C. MICHAEL J. VANOVERBEKE THOMAS C. MICHAUD 79 Alfred Street Detroit, Ml 48201 Telephone: (313)578-1200 Facsimile: (313) 578-1201

Attorneys for Plaintiff and the Class

p


44 (Rev. 12/07) CIVIL COVER SHEET The JS 44 civil cove rshect and the infttrmation contained herein neither replace norsupplement the filingand service of pleadings or other papers as required bylaw, except as provided by local rules of court. This form, approved by the Judicial Conference ofthe United States in September 1974, is required for the use of t hc Clerk of Court for the purpose of Initiating the civil docketshcct (OFF iNSTRUCTIONS ON THF RFVFRSF OFTHF FORM )

Place an X in the appropriate Box 0 Green Bay Division - 0 Milwaukee Division

I. (a) PLAINTIFFS

City of Sterling Heights Police & Fire Retirement

(b) County of Residence of First Listed Plaintiff Unknown (EXCEPT IN U.S. PLAINTIFF CASES)

( C) Attorney's PLot Name. Address, and Telephone Number)

See attachment

DEFENDANTS

Bucyrus International, Inc., Timothy W. Sullivan, et al.

County of Residence of First Listed Defendant Milwaukee (IN U.S. PLAINTIFF CASES ONLY)

NOTE: IN LAND CONDEMNATION CASES, USE THE LOCATION OF THE

LAND INVOLVED.

Attorneys III Known)

See attachment

III. CITIZENSHIP OF PRINCIPAL PARTIES(place Ott "X" in One Box for Plaintiff

(For Diversity Cases Only) and One Box for Defendant)

PTF DEF PTF ISEF

Citizen ofTltis State 0 I 0 I Incorporated or Principal Place 04 0 4 of B usinesu It This State

II. BASIS OF JURISDICTION (Place an "X" in One Bun Only)

El I U.S. 0 3 Federal Question

F Ia itt

(U.S. Government No( a Party)

0 2 U.S. O 4 Diversity

Citizen ofAnotlter State

0 2 0 2 Incorporated and Principal Place

0 5 Os DeiVndani

(indicate Citizenship of Parties in licot Ill) of Business In Another State

Citizen or Subject of a

0 3 IJ 3 Foreigtt Nation

0 6 D Foreinn Cottotry

861 HIA (1395f1)

862 Black Lung (923)

063 D1WC/OIWW (405(g))

864 SSID Title XVI

865 RS I (405(g))

FEDERAL TAX SUITS

870 Taxes (U.S. Plaittlitf

or Defendant)

071 IRS—Third Party

26 USC 7609

0 I iS Insurance

0 120 Marine

O 130 Miller Ad

0

1 40 Negotiable I nstrutncn I

0 iSO Recovery of Overpayineni

& Enforcentcni oli udgntett

o 151 Medicate Act

O 152 Recovery of Defaulted

Student Loans

(End. Veterans)

0 153 Recovery ofOverpayntent

of Veterans Benelits

0 160 Stockholders Suits

0 190 Other Conn a~t

El 195 Cttttt rae t Product liability

O 196 Franchise

L REAL PROPERTY

El 215 Laos) Condemnation

0 220 Foreclosure

0 230 Rent Lease & Ejectment

0 240 Torts to Land

O 245 Tort Product Liability

O 290 All Outer Real Property

PERSONAL INJURY

3 1 Airplane

3 1 Airplane Product

Liability

320 Assault. Libel &

Slander

330 Federal Employers'

Liability

340 Marine

345 Marine Product

Liability

3511 Motor Vehicle

355 Motor Vehicle

t'rttdttct Liability

3611 Other Personal

441 Voting

442 Employment

443 Housing/

Accommodations

444 \ht5.

445 Attter. vv/Disabilities

Employment

446 Atner. sn/Disabilities

O cher

440 Otherr Civil Rights

ITS

PERSONAL INJURY

o 362 Personal ittintry -

Med. Malpractice

o 365 Personal Injury -

Product Liability

0 368 Asbestos Personal

Injury Product

Liability

PERSONAL PROPERTY

o 370 Other Fraud

o3 71 Truth itt Leading

0 380 Other Personal

Property Damage

0 385 Property Damage

Pvodttct Liability

510 Motions in Vacate

Sentence

H abeas Corpus:

530 General

535 Death Penalty

540 Mandamus & Other

550 Civil Rights

555 Prison Condition

610 Agriculture

o 620 Other Food & Drug

o 625 Drug Related Seizure

of Property 21 USC 881

o 630 Liquor Laws

O 640 R.R. & Truck

o 650 Airline

o 660 Occupational

So fet y/H co it It

E] 690 Oilier

LABOR

o 710 Fair Labor Standards

Act

o 720 Labnr/M gtttt. Relations

730 Lobor/Mgtttu.Repurtittg

& Disclosure Act

740 Railnvay Labor Act

790 Other Labor Litigation

791 Etutpl. Ret. Inc.

Security Act

Li 462 Naturalization Application

o 463 Habeas Corpus

Alien Detainee

0 465 Other Immigration

Actions

400 State Reapportionment

410 Antitrust

430 Banks and Banking

450 Cottutnerce

460 Deportation

470 Racketeer Influenced and

Corrupt Organizations

480 Consumer Credit

490 Cable/Sat TV

810 Selective Service

850 Sccurities/Contotodiiies/

Exchange

075 Custotner Challenge

12 USC 3410

890 Other Statutory Actions

891 Agricultural Acts

892 Economic Stabilization Act

893 Environmental Matters

894 Energy Allocation Act

895 Freedom of lnfortnation

Act

950Appeal of Fee Determination

Under Equal Access

to Justice

950 Constitutionality of

Slate Statutes

a tn a in, to u Vt I... 0

] 422 Appeal 20 USC 158

] 423 Withdrawal

28 USC 157

820 Copyrights

830 Patent

840 Trademark

V. ORIG IN (Place in in One Ens Only) Appeal to District

0 1 Original 0 2 Removed from 0 3 Remanded from 0 4 Reinstated or o 5 Transferred from o 6 Mktltidistrict o 7 Judge from

Proceeding State Court Appellate Court Reopened another district Magistrate (specify)

Litigation Judement

CIte the U.S. Civil Statute under which you are filing (Do not cite jurisdictional statutes unless diversity): 28 U.S.C. Section 1441

nm It c' a utc'w' raw' a Brief description of cause: Shareholder class action arising from proposed acquisition of Bucyrus International, Inc.

VII. REQUESTED IN COMPLAINT:

VIII. RELATED CASE(S) IF ANY

0 CHECK IF THIS IS A CLASS ACTION DEMAND $ CHECK YES only if demanded in complaint:

UNDER F.R.C.P, 23 Injunction JURY DEMAND: 0 Yes 0 No

(See instructions); JUDGE

Ham Callahan, Jr. DOCKET NUMBER 10-CV-1103, 10-CV-1104, 10-CV-1105

DATE I I

io

I) / FOR OFF! C USE ONLY

SI F ATTOR6'JEY o& REC.0400

RECEIPT ml AMOUNT API'LYING IF11 JUDGE MAO. JUDE


JS 44 Reverse (Rev. 2/07)

INSTRUCTIONS FOR ATTORNEYS COMPLETING CIVIL COVER SHEET FORM JS 44

Authority For Civil Cover Sheet

The 15 44 civil cover sheet and the information contained herein neither replaces nor supplements the filings and service of pleading or other papers as required by law, except as provided by local rules of court. This form, approved by the Judicial Conference of the United States in September 1974, is required for the use of the Clerk Of Court for the purpose of initiating the civil docket sheet. Consequently, a civil cover sheet is submitted to the Clerk ofCourt for each civil complaint filed. The attorney filing a case should complete the form as follows:

I. (a) Plaintiffs-Defendants. Enter names (last, first, middle initial) of plaintiff and defendant. If the plaintiff or defendant is a government agency, use only the full name or standard abbreviations. If the plaintiff or defendant is an official within a government agency, identify first the agency and then the official, giving both name and title.

(b) County of Residence. For each civil case filed, except U.S. plaintiff cases, enter the name of the county where the first listed plaintiff resides at the time of filing. In U.S. plaintiff cases, enter the name of the county in which the first listed defendant resides at the time of filing. (NOTE: In land condemnation cases, the county of residence of the "defendant" is the location of the tract of land involved.)

(c) Attorneys. Enter the firm name, address, telephone number, and attorney of record. If there are several attorneys, list them on an attachment, noting in this section "(see attachment)".

II. Jurisdiction. The basis ofjurisdiction is set forth under Rule 8(a), F.R.C.P., which requires that jurisdictions be shown in pleadings. Place an "X" in one of the boxes. If there is more than one basis ofjurisdiction, precedence is given in the order shown below.

United States plaintiff. (I) Jurisdiction based on 28 U.S.C. 1345 and 1348. Suits by agencies and officers of the United States are included here.

United States defendant. (2) When the plaintiff is suing the United States, its officers or agencies, place an "X" in this box.

Federal question. (3) This refers to suits under 28 U.S.C. 1331, where jurisdiction arises under the Constitution of the United States, an amendment to the Constitution, an act of Congress or a treaty of the United States. In cases where the U.S. is a party, the U.S. plaintiff or defendant code takes precedence, and box 1 or 2 should be marked.

Diversity of citizenship. (4) This refers to suits under 28 U.S.C. 1332, where parties are citizens of different states. When Box 4 is checked, the citizenship of the different parties must be checked. (See Section III below; federal question actions take precedence over diversity cases.)

III. Residence (citizenship) of Principal Parties. This section of the JS 44 is to be completed if diversity of citizenship was indicated above. Mark this section for each principal party.

IV. Nature of Suit. Place an "X" in the appropriate box. If the nature of suit cannot be determined, be sure the cause of action, in Section VI below, is sufficient to enable the deputy clerk or the statistical clerks in the Administrative Office to determine the nature of suit. If the cause fits more than one nature of suit, select the most definitive.

V. Origin. Place an "X" in one of the seven boxes.

Original Proceedings. (I) Cases which originate in the United States district courts.

Removed from State Court. (2) Proceedings initiated in state courts may be removed to the district courts under Title 28 U.S.C., Section 1441. When the petition for removal is granted, check this box.

Remanded from Appellate Court. (3) Check this box for cases remanded to the district court for further action. Use the date of remand as the filing date.

Reinstated or Reopened. (4) Check this box for cases reinstated or reopened in the district court. Use the reopening date as the filing date.

Transferred from Another District. (5) For cases transferred under Title 28 U.S.C. Section 1404(a). Do not use this for within district transfers or multidistrict litigation transfers.

Multidistrict Litigation. (6) Check this box when a multidistrict case is transferred into the district under authority of Title 28 U.S.C. Section 1407. When this box is checked, do not check (5) above.

Appeal to District Judge from Magistrate Judgment. (7) Check this box for an appeal from a magistrate judge's decision.

VI. Cause of Action. Report the civil statute directly related to the cause of action and give a brief description of the cause. Do not cite jurisdictional statutes unless diversity. Example: U.S. Civil Statute: 47 USC 553

Brief Description: Unauthorized reception of cable service

VU. Requested in Complaint. Class Action. Place an "X" in this box if you are filing a class action under Rule 23, F.R.Cv.P.

Demand. In this space enter the dollar amount (in thousands of dollars) being demanded or indicate other demand such as a preliminary injunction.

Jury Demand. Check the appropriate box to indicate whether or not a jury is being demanded.

VIII. Related Cases. This section of the 35 44 is used to reference related pending cases if any. If there are related pending cases, insert the docket numbers and the corresponding judge names for such cases.

Date and Attorney Signature. Date and sign the civil cover sheet.


CIVIL COVER SHEET ATTACHMENT

I. PLAINTIFFS

(c) Attorneys

Hale & Wagner, S.C. 839 N. Jefferson Street, Ste. 400 Milwaukee, WI 53202 414-278-7000

Robbins Geller Rudman & Dowd LLP 120 E. Palmetto Park Road, Ste. 500 Boca Raton, FL 33432 561-750-3000

Robbins Geller Rudman & Dowd LLP 655 W. Broadway, Ste. 1900 San Diego, CA 92101 619-231-1058

Vanoverbeke Michaud & Timmony, P.C. 79 Alfred Street Detroit, MI 48201 313-578-1200

57326391

DEFENDANTS

Attorneys

For Caterpillar, Inc. and Badger Merger Sub, Inc.:

Godfrey & Kahn, S.C. 780 N. Water Street Milwaukee, WI 53202 414-273-3500

Sidley Austin LLP One South Dearborn Street Chicago, IL 60603 312-853-7000

For all other Defendants:

Quarles & Brady LLP 411 F. Wisconsin Avenue, Ste. 2040 Milwaukee, WI 53202 414-277-5000


Documents

MILWAUKEE DIVISION CITY OF STERLING HEIGHTS ) POLICE ...securities.stanford.edu/filings-documents/1046/... · 26. Filing and Service. Pursuant to 28 U.S.C. § 1446(d), a copy of this