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
December 28, 2001
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(Date of earliest event reported)
TEREX CORPORATION
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(Exact name of Registrant as specified in its charter)
Delaware 1-10702 34-1531521
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(State of Incorporation) (Commission File No.)(IRS Employer Identification No.)
500 Post Road East, Suite 320, Westport, CT 06880
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(Address of principal executive offices) (zip code)
(203) 222-7170
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(Registrant's telephone number, including area code)
Not Applicable
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(Former name or former address, if changed since last report)
Item 5. Other Events
On December 28, 2001, Terex Corporation (the "Company") completed its
previously announced acquisition of Atlas Weyhausen GmbH ("Atlas"), a German
manufacturer of wheeled excavators and truck mounted articulated cranes.
In addition, on January 14, 2002, the Company completed its previously
announced acquisition of The Schaeff Group of Companies ("Schaeff"), a German
manufacturer of compact construction equipment, including mini and midi
excavators, compact wheel loaders and a full range of scrap material handlers.
The acquisition of Schaeff was consummated pursuant to an Agreement on the Sale
and Purchase of Shares of the Schaeff Group of Companies, dated as of November
26, 2001, among the Company, its wholly-owned subsidiary and the parties named
therein (the "Acquisition Agreement"). A copy of the Acquisition Agreement is
attached hereto as Exhibit 10.1 and is hereby incorporated herein by reference.
The Atlas and Schaeff acquisitions augment the Company's strategy of
diversifying both the products and geographic range of customer offerings and
also increase the Company's presence in Germany. The acquisitions also provide
opportunities for production and distribution synergies among Atlas, Schaeff and
other Company products.
On January 14, 2002, the Company also sold an aggregate of 1,346,582 shares
of its common stock, par value $0.01 per share, at a price of $17.3045 per
share, to the former owners of Schaeff pursuant to a Stock Purchase Agreement
Concerning the Acquisition of Terex Common Stock, dated as of November 26, 2001
(the "Investment Agreement"), among the Company, its wholly-owned subsidiary and
the parties named therein. A copy of the Investment Agreement is attached hereto
as Exhibit 10.2 and is hereby incorporated herein by reference. A copy of the
Prospectus Supplement, dated January 14, 2002, to the Prospectus dated January
9, 2002, relating to the sale of these shares is attached hereto as Exhibit 20.1
and is hereby incorporated herein by reference. The Company will use the
proceeds from the sale of these shares (approximately $23.3 million before
deducting expenses) for general corporate purposes, which may include
acquisitions and prepayment of debt.
Item 7. Financial Statements and Exhibits
(c) Exhibits
5.1 Opinion of Robinson Silverman Pearce Aronsohn & Berman LLP
regarding the validity of the common stock.
10.1 Agreement on the Sale and Purchase of Shares of the Schaeff
Group of Companies, dated as of November 26, 2001, among
Terex Corporation, its wholly-owned subsidiary and the
parties named therein.
10.2 Stock Purchase Agreement Concerning the Acquisition of Terex
Common Stock, dated as of November 26, 2001, among Terex
Corporation, its wholly-owned subsidiary and the parties
named therein.
20.1 Prospectus Supplement, dated January 14, 2002, to Prospectus
dated January 9, 2002 of Terex Corporation.
23.1 Consent of Robinson Silverman Pearce Aronsohn & Berman LLP
(included as part of Exhibit 5.1).
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.
TEREX CORPORATION
By:/s/ Eric I Cohen
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Eric I Cohen
Senior Vice President
Date: January 15, 2002
EXHIBIT INDEX
Exhibit
No.
5.1 Opinion of Robinson Silverman Pearce Aronsohn & Berman LLP regarding the
validity of the common stock.
10.1 Agreement on the Sale and Purchase of Shares of the Schaeff Group of
Companies, dated as of November 26, 2001, among Terex Corporation, its
wholly-owned subsidiary and the parties named therein.
10.2 Stock Purchase Agreement Concerning the Acquisition of Terex Common Stock,
dated as of November 26, 2001, among Terex Corporation, its wholly-owned
subsidiary and the parties named therein.
20.1 Prospectus Supplement, dated January 14, 2002, to Prospectus dated January
9, 2002 of Terex Corporation.
23.1 Consent of Robinson Silverman Pearce Aronsohn & Berman LLP (included as
part of Exhibit 5.1).