-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, GTzsTrX/6m4HY2cJkNieUIcRb+NaKTtUiNwyb4RWn2/hMLbEirwzCvO/z5E5S27J KIN6vfg/g9Pxag87wZcBRw== 0000950138-05-000877.txt : 20050829 0000950138-05-000877.hdr.sgml : 20050829 20050829162849 ACCESSION NUMBER: 0000950138-05-000877 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20050829 ITEM INFORMATION: Other Events ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20050829 DATE AS OF CHANGE: 20050829 FILER: COMPANY DATA: COMPANY CONFORMED NAME: TEREX CORP CENTRAL INDEX KEY: 0000097216 STANDARD INDUSTRIAL CLASSIFICATION: INDUSTRIAL TRUCKS TRACTORS TRAILERS & STACKERS [3537] IRS NUMBER: 341531521 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-10702 FILM NUMBER: 051055812 BUSINESS ADDRESS: STREET 1: 500 POST ROAD EAST STREET 2: STE 320 CITY: WESTPORT STATE: CT ZIP: 06880 BUSINESS PHONE: 2032227170 MAIL ADDRESS: STREET 1: 500 POST ROAD EAST STREET 2: STE 320 CITY: WESTPORT STATE: CT ZIP: 06880 FORMER COMPANY: FORMER CONFORMED NAME: BLACK MAMMOTH CONSOLIDATED MINING CO DATE OF NAME CHANGE: 19671002 8-K 1 aug29_8-k.txt TEREX\2005\AUG 29 8-K 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) August 25, 2005 --------------- TEREX CORPORATION - -------------------------------------------------------------------------------- (Exact Name of Registrant as Specified in Charter) Delaware 1-10702 34-1531521 - -------------------------------------------------------------------------------- (State or Other Jurisdiction (Commission File Number) (IRS Employer of Incorporation) Identification No.) 500 Post Road East, Suite 320, Westport, Connecticut 06880 - -------------------------------------------------------------------------------- (Address of Principal Executive Offices) (Zip Code) Registrant's telephone number, including area code (203) 222-7170 -------------- NOT APPLICABLE - -------------------------------------------------------------------------------- (Former Name or Former Address, if Changed Since Last Report) 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 8.01. Other Events. (a) Terex Corporation ("Terex") has been advised by the Securities and Exchange Commission that it is commencing an investigation of Terex. Terex understands that the investigation relates to the previously announced restatement of its financial statements for the years ended December 31, 2000, 2001, 2002 and 2003. The restatement principally pertains to errors identified by Terex in accounting for, and reconciliation of, certain intercompany imbalances, as well as in the failure to properly eliminate, in consolidation, all intercompany accounts in accordance with generally accepted accounting principles. While no formal order has yet been issued, Terex is cooperating fully and intends to voluntarily provide the SEC staff with information. Separately, Terex has received a subpoena from the Securities and Exchange Commission in a matter entitled "In the Matter of United Rentals, Inc." The subpoena principally requires the production of documents concerning certain transactions involving Terex and its subsidiaries, on the one hand, and United Rentals, on the other, in 2000 and 2001. Terex is also cooperating fully with this investigation. Terex does not believe that these transactions impact its restatement. Terex has also issued a press release concerning this matter, a copy of which is included as Exhibit 99.1 to this Form 8-K. (b) Safe Harbor Statement. The above contains forward-looking information based on Terex's current expectations. Because forward-looking statements involve risks and uncertainties, actual results could differ materially. Such risks and uncertainties, many of which are beyond Terex's control, include among others: until the SEC investigation and the previously announced review by Terex of its accounts is concluded, no assurance can be given with respect to the financial statement adjustments, impacts and periods resulting from such reviews; and other factors, risks, uncertainties more specifically set forth in Terex's public filings with the SEC. Actual events or the actual future results of Terex may differ materially from any forward looking statement due to those and other risks, uncertainties and significant factors. The forward-looking statements speak only as of the date of this release. Terex expressly disclaims any obligation or undertaking to release publicly any updates or revisions to any forward-looking statement included in this release to reflect any changes in Terex's expectations with regard thereto or any changes in events, conditions, or circumstances on which any such statement is based. Item 9.01. Financial Statements and Exhibits. (c) Exhibits 99.1 Press release of Terex Corporation issued on August 29, 2005. 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: August 29, 2005 TEREX CORPORATION By: /s/ Phillip C. Widman ------------------------------ Phillip C. Widman Senior Vice President and Chief Financial Officer - 2 - EX-99 2 ex_99-1.txt TEREX\2005\AUG 29 8-K - EX 99-1-PRESS RELEASE Exhibit 99.1 TEREX NEWS RELEASE NEWS RELEASE NEWS RELEASE For information contact: Tom Gelston, Director - Investor Relations (203) 222-5943 TEREX ANNOUNCES SECURITIES AND EXCHANGE COMMISSION INVESTIGATION WESTPORT, CT, August 29, 2005 - Terex Corporation (NYSE: TEX) announced today that it has filed a Form 8-K with the Securities and Exchange Commission ("SEC") disclosing that Terex has been advised by the SEC that it is commencing an investigation of Terex. Terex understands that the investigation relates to the previously announced restatement of its financial statements for the years ended December 31, 2000, 2001, 2002 and 2003. The restatement principally pertains to errors identified by Terex in accounting for, and reconciliation of, certain intercompany imbalances, as well as in the failure to properly eliminate, in consolidation, all intercompany accounts in accordance with generally accepted accounting principles. While no formal order has yet been issued, Terex is cooperating fully and intends to voluntarily provide the SEC staff with information. Separately, Terex has received a subpoena from the SEC in a matter entitled "In the Matter of United Rentals, Inc." The subpoena principally requires the production of documents concerning certain transactions involving Terex and it subsidiaries, on the one hand, and United Rentals, on the other, in 2000 and 2001. Terex is also cooperating fully with this investigation. Terex does not believe that these transactions impact its restatement. Safe Harbor Statement The press release contains forward-looking information based on Terex's current expectations. Because forward-looking statements involve risks and uncertainties, actual results could differ materially. Such risks and uncertainties, many of which are beyond Terex's control, include among others: until the SEC investigation and the previously announced review by Terex of its accounts is concluded, no assurance can be given with respect to the financial statement adjustments, impacts and periods resulting from such reviews; and other factors, risks, uncertainties more specifically set forth in Terex's public filings with the SEC. Actual events or the actual future results of Terex may differ materially from any forward looking statement due to those and other risks, uncertainties and significant factors. The forward-looking statements speak only as of the date of this release. Terex expressly disclaims any obligation or undertaking to release publicly any updates or revisions to any forward-looking statement included in this release to reflect any changes in Terex's expectations with regard thereto or any changes in events, conditions, or circumstances on which any such statement is based. Terex Corporation is a diversified global manufacturer with 2004 net sales of approximately $5 billion. Terex operates in five business segments: Terex Construction, Terex Cranes, Terex Aerial Work Platforms, Terex Materials Processing & Mining, and Terex Roadbuilding, Utility Products and Other. Terex manufactures a broad range of equipment for use in various industries, including the construction, infrastructure, quarrying, recycling, surface mining, shipping, transportation, refining, utility and maintenance industries. Terex offers a complete line of financial products and services to assist in the acquisition of Terex equipment through Terex Financial Services. More information on Terex can be found at www.terex.com. Terex Corporation 500 Post Road East, Suite 320, Westport, Connecticut 06880 Telephone: (203) 222-7170, Fax: (203) 222-7976, www.terex.com -----END PRIVACY-ENHANCED MESSAGE-----