As filed with the Securities and Exchange Commission on February 18, 1994.
Registration No. 33-52297
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-1/A
Amendment No. 1
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
TEREX CORPORATION
(Exact name of Registrant as specified in its charter)
Delaware 3550 34-1531521
(State or other (Primary standard industrial (I.R.S. employer
jurisdiction of classification code number) identification no.)
incorporation or
organization)
500 Post Road East
Westport, Connecticut 06880
(203) 222-7008
(Address, including zip code, and telephone number,
including area code, of Registrants' principal executive offices)
Marvin B. Rosenberg, Esq.
TEREX CORPORATION
500 Post Road East
Westport, Connecticut 06880
(203) 222-7170
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
Copies To:
Robinson Silverman Pearce Skadden, Arps, Slate, Meagher & Flom
Aronsohn & Berman 300 South Grand Avenue
1290 Avenue of the Americas Los Angeles, California 90071
New York, New York 10104 Attention: Michael A. Woronoff, Esq.
Attention: Stuart A. Gordon, Esq.
Eric I Cohen, Esq.
Approximate date of commencement of proposed sale to public: From time to time
after the effective date of this Registration Statement.
If any of the securities being registered on this form are to be offered on a
delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1993, check the following box: x
The Registrant hereby amends this Registration Statement on such date or
dates as may be necessary to delay its effective date until the Registrant
shall file a further amendment which specifically states that this Registration
Statement shall thereafter become effective in accordance with Section 8(a) of
the Securities Act of 1933 or until the Registration Statement shall become
effective on such date as the Commission, acting pursuant to said Section 8(a),
may determine.
The Registrant, Terex Corporation ("Terex" or the "Company") hereby amends the
following items of its Registration Statement on Form S-1, Registration No.
33-52297, as set forth on the following pages. The information set forth
herein was omitted in error from the original electronic S-1 filing which was
effected by direct transmission to the Commission's EDGAR system on February
16, 1994.
PART II
Item 16 Exhibits and Financial Statement Schedules
(a) Exhibits (Index)
Exhibit 21.1 Subsidiaries of Terex Corporation
(b) Financial Statement Schedules (Index)
Item 17 Undertakings
SIGNATURES
POWER OF ATTORNEY
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, the
Registrant has duly caused this Registration Statement to be signed on its
behalf by the undersigned, thereunto duly authorized, in the City of Westport,
State of Connecticut, on February 18, 1994.
TEREX CORPORATION
By: /s/ Randolph W. Lenz
Randolph W. Lenz
Chairman of the Board
and Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, as amended, this
registration statement has been signed by the following persons in the
capacities and on the date(s) indicated.
NAME TITLE DATE
/s/ Randolph W. Lenz Chairman of the Board, February 18, 1994
Randolph W. Lenz Chief Executive Officer
and Director
(Principal Executive Officer)
/s/ Ronald M. DeFeo President, Chief Operating February 18, 1994
Ronald M. DeFeo Officer and Director
/s/ Ralph T. Brandifino Senior Vice President and February 18, 1994
Ralph T. Brandifino Chief Financial Officer
(Principal Financial Officer)
/s/ Richard L. Evans Controller February 18, 1994
Richard L. Evans (Principal Accounting Officer)
/s/ Marvin B. Rosenberg Senior Vice President, February 18, 1994
Marvin B. Rosenberg General Counsel, Secretary
and Director
/s/ Marvin B. Rosenberg * Director February 18, 1994
Adam E. Wolf
/s/ Marvin B. Rosenberg * Director February 18, 1994
David A. Sachs
/s/ Marvin B. Rosenberg * Director February 18, 1994
G. Chris Andersen
/s/ Marvin B. Rosenberg * Director February 18, 1994
Bruce I. Raben
* As attorney-in-fact and agent.
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 13. Other Expenses of Issuance and Distribution
The following table itemizes the expenses incurred by the Company in connection
with the offering of the Warrants and shares of Common Stock being registered.
All the amounts shown are estimates except the SEC registration fee.
Item Amount
Registration Fee - SEC $11,094.83
Warrant Agent Fees and Expenses *
Printing and Engraving Expenses *
Legal Fees and Expenses *
Accounting Fees and Expenses *
Blue Sky Fees and Expenses *
Miscellaneous Expenses *
TOTAL $ *
* To be completed by amendment.
Item 14. Indemnification of Directors and Officers
Section 145 of the Delaware General Corporation Law ("DGCL") and Article IX of
the Company's By-laws provide for the indemnification of the Company's
directors and officers in a variety of circumstances, which may include
liabilities under the Securities Act of 1933, as amended (the "Securities
Act").
Article IX of the Company's By-laws generally requires the Company to indemnify
its directors and officers against all liabilities (including judgments,
settlements, fines and penalties) and reasonable expenses incurred in
connection with the investigation, defense, settlement or appeal of any type of
action, whether instituted by a third party or a stockholder (either directly
or derivatively) and including specifically, but without limitation, actions
brought under the Securities Act and/or the Securities Exchange Act of 1934, as
amended (the "Exchange Act"); provided that no such indemnification will be
allowed if such director or officer was not successful in defending against any
such action and it is determined that the director or officer engaged in
misconduct which constitutes (i) a willful breach of his or her "duty of
loyalty" (as further defined therein) to the Company or its stockholders; (ii)
acts or omissions not in "good faith" (as further defined therein) or which
involve intentional misconduct or a knowing violation of law; (iii) the payment
of an illegal dividend or the authorization of an unlawful stock repurchase in
violation of Delaware law; or (iv) a transaction from which the executive
derived a material improper personal financial profit.
Finally, the Company's Certificate of Incorporation, as amended, contains a
provision which eliminates the personal liability of a director to the Company
and its stockholders for certain breaches of his or her fiduciary duty of care
as a director. This provision does not, however, eliminate or limit the
personal liability of a director (i) for any breach of such director's duty of
loyalty to the Company or its stockholders, (ii) for acts or omissions not in
good faith or which involve intentional misconduct or a knowing violation of
law, (iii) under the Delaware statutory provision making directors personally
liable, under a negligence standard, for unlawful dividends of unlawful stock
repurchases or redemptions, or (iv) for any transaction from which the director
derived an improper personal benefit. This provision offers persons who serve
on the Board of Directors of the Company protection against awards of monetary
damages resulting from negligent (except as indicated above) and "grossly"
negligent actions taken in the performance of their duty of care, including
grossly negligent business decisions made in connection with takeover proposals
for the Company. As a result of this provision, the ability of the Company or
a stockholder thereof to successfully prosecute an action against a director
for a breach of his duty of care has been limited. However, the provision does
not affect the availability of equitable remedies such as an injunction or
rescission based upon a director's breach of his duty of care. Although the
validity and scope of the new statute has not been tested in court, the
Securities and Exchange Commission (the "Commission") has taken the position
that the provision will have no effect on claims arising under the Federal
securities laws.
Item 15. Recent Sales of Unregistered Securities
On July 31, 1992, the Company completed the private placement of $160 million
aggregate principal amount of its 13% Senior Secured Notes due 1996 and 576,000
of its common stock appreciation rights ("CSARs") to institutional investors.
The Company also issued 82,409 CSARs to holders of its 13-1/2% Senior
Subordinated Notes due 1997 in consideration for their consent to issuance of
the Senior Secured Notes. This private placement was effected pursuant to
Section 4(2) of the Securities Act.
On December 20, 1993, the Company completed the private placement of (i) the
1,300,000 Warrants being registered hereby and (ii) 1,200,000 shares of the
Company's Series A Cumulative Redeemable Convertible Preferred Stock to 22
institutional investors for aggregate proceeds to the Company of $30.2 million.
This private placement was effected pursuant to Section 4(2) of the Securities
Act.
On December 29, 1993, the Company issued and contributed 350,000 shares of its
Common Stock to the Terex Corporation Master Retirement Plan Trust (the "Plan")
in satisfaction of certain outstanding obligations of the Company to the Plan.
This private placement was effected pursuant to Section 4(2) of the Securities
Act.
Item 16. Exhibits and Financial Statement Schedules
(a) Exhibits
3.1 Restated Certificate of Incorporation of Terex Corporation.***
3.2 Restated Bylaws of Terex Corporation.***
4.1 Indenture dated as of June 30, 1987 regarding Terex Corporation, as
Obligor, and Northwest Engineering Company, as Guarantor, with respect to Terex
Corporation's 13-1/2% Senior Subordinated Notes due July 1, 1997 (incorporated
by reference to Exhibit 4.2 to the Form 8-K dated June 30, 1987 of Northwest
Engineering Company, Commission File No. 0-572).
4.2 First Supplemental Indenture dated as of August 24, 1988 relating to
Terex Corporation's 13-1/2% Senior Subordinated Notes due July 1, 1997
(incorporated by reference to Exhibit 4.5 to Amendment No. 1 to the Form S-2
Registration Statement of Terex Corporation, Registration No. 33-23832).
4.3 Second Supplemental Indenture dated as of July 31, 1992 relating to
Terex Corporation's 13-1/2% Senior Subordinated Notes due July 1, 1997
(incorporated by reference to Exhibit 4.28 to the Form 10-K for the year ended
December 31, 1992 of Terex Corporation, Commission File No. 1-10702).
4.4 Third Supplemental Indenture dated as of April 20, 1993 relating to
Terex Corporation's 13-1/2% Senior Subordinated Notes due July 1, 1997.***
4.5 Fourth Supplemental Indenture dated as of August 25, 1993 relating to
Terex Corporation's 13-1/2% Senior Subordinated Notes due July 1, 1997.***
4.6 Indenture dated as of July 31, 1992 between Terex Corporation, as
Obligor, and United States Trust Company of New York, as Trustee, with respect
to the 13% Senior Secured Notes due 1996 (incorporated by reference to Exhibit
4.16 to the Form 10-K for the year ended December 31, 1992 of Terex
Corporation, Commission File No. 1-10702).
4.7 First Supplemental Indenture dated as of November 1, 1992 relating to
the 13% Senior Secured Notes due 1996 (incorporated by reference to Exhibit
4.27 to the Form 10-K for the year ended December 31, 1992 of Terex
Corporation, Commission File No. 1-10702).
4.8 Second Supplemental Indenture dated as of April 20, 1993 relating to
the 13% Senior Secured Notes due 1996.***
4.9 Security and Pledge Agreement dated as of July 31, 1992 between Terex
Corporation and United States Trust Company of New York, as Collateral Agent
(incorporated by reference to Exhibit 10.38 to the Form 10-K for the year ended
December 31, 1992 of Terex Corporation, Commission File No. 1-10702).
4.10 Bond and Floating Charge, dated as of July 31, 1992, executed by
Terex Corporation in favor of United States Trust Company of New York, as
Collateral Agent (incorporated by reference to Exhibit 4.18 to the Form 10-K
for the year ended December 31, 1992 of Terex Corporation, Commission File No.
1-10702).
4.11 Guarantee and Bond and Floating Charge, dated July 31, 1992, executed
by Terex Equipment Limited in favor of United States Trust Company of New York,
as Collateral Agent (incorporated by reference to Exhibit 4.19 to the Form 10-K
for the year ended December 31, 1992 of Terex Corporation, Commission File No.
1-10702).
4.12 Bond and Floating Charge, dated as of July 31, 1992, executed by
Terex Corporation in favor of Continental Bank, N.A. (incorporated by reference
to Exhibit 4.29 to the Form 10-K for the year ended December 31, 1992 of Terex
Corporation, Commission File No. 1-10702).
4.13 Guarantee and Bond and Floating Charge dated July 31, 1992, executed
by Terex Equipment Limited in favor of Continental Bank, N.A. (incorporated by
reference to Exhibit 4.30 to the Form 10-K for the year ended December 31, 1992
of Terex Corporation, Commission File No. 1-10702).
4.14 Mortgage, Assignment of Rents and Fixture Filing dated as of July 31,
1992 from Terex Corporation in favor of United States Trust Company of New
York, as collateral agent, affecting Koehring Machinery Center, Waterloo, Iowa
(incorporated by reference to Exhibit 4.20 to the Form 10-K for the year ended
December 31, 1992 of Terex Corporation, Commission File No. 1-10702).
4.15 Mortgage, Assignment of Rents and Fixture Filing dated as of July 31,
1992 from Terex Corporation in favor of United States Trust Company of New
York, as collateral agent, affecting Unit Rig, Tulsa, Oklahoma (incorporated by
reference to Exhibit 4.21 to the Form 10-K for the year ended December 31, 1992
of Terex Corporation, Commission File No. 1-10702).
4.16 Mortgage, Assignment of Rents and Fixture Filing dated as of July 31,
1992 from Terex Corporation in favor of United States Trust Company of New
York, as collateral agent, affecting Unit Rig Parts Depot, Gillette, Wyoming
(incorporated by reference to Exhibit 4.22 to the Form 10-K for the year ended
December 31, 1992 of Terex Corporation, Commission File No. 1-10702).
4.17 Mortgage, Assignment of Rents and Fixture Filing dated as of July 31,
1992 from Clark Material Handling Company in favor of United States Trust
Company of New York, as collateral agent, affecting Danville Plant, Danville,
Kentucky, Engineering and Training Center, Lexington, Kentucky and Lees Town
Plant, Lexington, Kentucky (incorporated by reference to Exhibit 4.23 to the
Form 10-K for the year ended December 31, 1992 of Terex Corporation, Commission
File No. 1-10702).
4.18 Mortgage, Assignment of Rents and Fixture Filing dated as of July 31,
1992 from Drexel Industries, Inc. in favor of United States Trust Company of
New York, as collateral agent, affecting Drexel Plant, Horsham, Pennsylvania
(incorporated by reference to Exhibit 4.24 to the Form 10-K for the year ended
December 31, 1992 of Terex Corporation, Commission File No. 1-10702).
4.19 Gesellschaft (mortgage) dated as of July 31, 1992 from Clark
Equipment GmbH in favor of United States Trust Company of New York and
Continental Bank, N.A. as collateral agents, affecting Mulheim-Ruhr, Germany
(incorporated by reference to Exhibit 4.25 to the Form 10-K for the year ended
December 31, 1992 of Terex Corporation, Commission File No. 1-10702).
4.20 Mortgage, Assignment of Rents and Fixture Filing dated as of July 31,
1992 from Terex Corporation in favor of United States Trust Company of New
York, as collateral agent, affecting Distribution Center, Southaven,
Mississippi (incorporated by reference to Exhibit 4.26 to the Form 10-K for the
year ended December 31, 1992 of Terex Corporation, Commission File No.
1-10702).
4.21 Junior Mortgage, Assignment of Rents and Fixture Filing dated as of
July 31, 1992 from Terex Corporation in favor of Continental Bank, N.A., as
collateral agent, affecting Koehring Machinery Center, Waterloo, Iowa
(incorporated by reference to Exhibit 4.31 to the Form 10-K for the year ended
December 31, 1992 of Terex Corporation, Commission File No. 1-10702).
4.22 Junior Mortgage, Assignment of Rents and Fixture Filing dated as of
July 31, 1992 from Terex Corporation in favor of Continental Bank, N.A., as
collateral agent, affecting Unit Rig, Tulsa, Oklahoma (incorporated by
reference to Exhibit 4.32 to the Form 10-K for the year ended December 31, 1992
of Terex Corporation, Commission File No. 1-10702).
4.23 Junior Mortgage, Assignment of Rents and Fixture Filing dated as of
July 31, 1992 from Terex Corporation in favor of Continental Bank, N.A., as
collateral agent, affecting Unit Rig Parts Depot, Gillette, Wyoming
(incorporated by reference to Exhibit 4.33 to the Form 10-K for the year ended
December 31, 1992 of Terex Corporation, Commission File No. 1-10702).
4.24 Junior Mortgage, Assignment of Rents and Fixture Filing dated as of
July 31, 1992 from Clark Material Handling Company in favor of Continental
Bank, N.A., as collateral agent, affecting Danville Plant, Danville, Kentucky,
Engineering and Training Center, Lexington, Kentucky and Lees Town Plant,
Lexington, Kentucky (incorporated by reference to Exhibit 4.34 to the Form 10-K
for the year ended December 31, 1992 of Terex Corporation, Commission File No.
1-10702).
4.25 Junior Mortgage, Assignment of Rents and Fixture Filing dated as of
July 31, 1992 from Drexel Industries, Inc. in favor of Continental Bank, N.A.,
as collateral agent, affecting Drexel Plant, Horsham, Pennsylvania
(incorporated by reference to Exhibit 4.35 to the Form 10-K for the year ended
December 31, 1992 of Terex Corporation, Commission File No. 1-10702).
4.26 Junior Mortgage, Assignment of Rents and Fixture Filing dated as of
July 31, 1992 from Terex Corporation in favor of Continental Bank, N.A., as
collateral agent, affecting Distribution Center, Southaven, Mississippi
(incorporated by reference to Exhibit 4.36 to the Form 10-K for the year ended
December 31, 1992 of Terex Corporation, Commission File No. 1-10702).
4.27 Security Agreement dated as of July 31, 1992 between Clark Material
Handling Company and United States Trust Company of New York, as collateral
agent (incorporated by reference to Exhibit 10.39 to the Form 10-K for the year
ended December 31, 1992 of Terex Corporation, Commission File No. 1-10702).
4.28 Security Agreement dated as of July 31, 1992 between Clark Lift of
Western Michigan, Inc. and United States Trust Company of New York, as
collateral agent (incorporated by reference to Exhibit 10.40 to the Form 10-K
for the year ended December 31, 1992 of Terex Corporation, Commission File No.
1-10702).
4.29 Security Agreement dated as of July 31, 1992 between Clark Components
International, Inc. and the United States Trust Company of New York, as
collateral agent (incorporated by reference to Exhibit 10.41 to the Form 10-K
for the year ended December 31, 1992 of Terex Corporation, Commission File No.
1-10702).
4.30 Security Agreement dated as of July 31, 1992 between Drexel
Industries, Inc. and United States Trust Company of New York, as collateral
agent (incorporated by reference to Exhibit 10.45 to the Form 10-K for the year
ended December 31, 1992 of Terex Corporation, Commission File No. 1-10702).
4.31 Security and Pledge Agreement dated as of July 31, 1992 between Terex
Corporation and Continental Bank, N.A., as collateral agent (incorporated by
reference to Exhibit 10.42 to the Form 10-K for the year ended December 31,
1992 of Terex Corporation, Commission File No. 1-10702).
4.32 Security Agreement dated as of July 31, 1992 between Clark Material
Handling Company and Continental Bank, N.A., as collateral agent (incorporated
by reference to Exhibit 10.43 to the Form 10-K for the year ended December 31,
1992 of Terex Corporation, Commission File No. 1-10702).
4.33 Security Agreement dated as of July 31, 1992 between Drexel
Industries, Inc. and Continental Bank, N.A., as collateral agent (incorporated
by reference to Exhibit 10.44 to the Form 10-K for the year ended December 31,
1992 of Terex Corporation, Commission File No. 1-10702).
4.34 Security Agreement dated as of July 31, 1992 between Clark Lift of
Western Michigan, Inc. and Continental Bank, N.A., as collateral agent
(incorporated by reference to Exhibit 10.46 to the Form 10-K for the year ended
December 31, 1992 of Terex Corporation, Commission File No. 1-10702).
4.35 Security Agreement dated as of July 31, 1992 between Clark Components
International, Inc. and Continental Bank, N.A., as collateral agent
(incorporated by reference to Exhibit 10.47 to the Form 10-K for the year ended
December 31, 1992 of Terex Corporation, Commission File No. 1-10702).
4.36 First Amendment, dated as of January 1, 1993, to Security Agreement
between Clark Material Handling Company and United States Trust Company of New
York, as Collateral Agent, dated as of July 31, 1992.***
4.37 First Amendment, dated as of January 1, 1993, to Security Agreement
between Clark Lift of Western Michigan, Inc. and United States Trust Company of
New York, as Collateral Agent, dated as of July 31, 1992.***
4.38 First Amendment, dated as of January 1, 1993, to Security Agreement
between Clark Components International, Inc. and United States Trust Company of
New York, as Collateral Agent, dated as of July 31, 1992.***
4.39 First Amendment, dated as of January 1, 1993, to Security Agreement
between Drexel Industries, Inc. and United States Trust Company of New York, as
Collateral Agent, dated as of July 31, 1992.***
4.40 Warrant Agreement dated as of December 20, 1993 between Terex
Corporation and Mellon Securities Trust Company, as Warrant Agent.***
4.41 Form of Warrant.***
5.1 Opinion of Robinson Silverman Pearce Aronsohn & Berman as to legality
of securities being registered.**
10.1 Terex Corporation Incentive Stock Option Plan, as amended
(incorporated by reference to Exhibit 4.1 to the Form S-8 Registration
Statement of Terex Corporation, Registration No. 33-21483).
10.2 Purchase Agreement dated June 30, 1987, with respect to Terex
Corporation's 13-1/2% Senior Subordinated Notes due July 1, 1997 between Terex
Corporation and the original purchasers of the Notes (incorporated by reference
to Exhibit 4.2 to the Form S-4 Registration Statement of Terex Corporation,
Registration No. 33-20737).
10.3 Purchase Agreement dated July 31, 1992 between Terex Corporation and
the original purchasers of the Notes with respect to Terex Corporation's 13%
Senior Secured Notes due 1996 (incorporated by reference to Exhibit 10.35 to
the Form 10-K for the year ended December 31, 1992 of Terex Corporation,
Commission file No. 1-10702).
10.4 Debt Registration Rights Agreement dated as of July 31, 1992 between
Terex Corporation and the purchasers who are signatories thereto (incorporated
by reference to Exhibit 4.17 to the Form 10-K for the year ended December 31,
1992 of Terex Corporation, Commission File No. 1-10702).
10.5 Common Stock Appreciation Rights Agreement dated as of July 31, 1992
between Terex Corporation and United States Trust Company of New York, as SAR
Agent (incorporated by reference to Exhibit 10.36 to the Form 10-K for the year
ended December 31, 1992 of Terex Corporation, Commission file No. 1-10702).
10.6 SAR Registration Rights Agreement dated as of July 31, 1992 between
Terex Corporation and the purchasers who are signatories thereto (incorporated
by reference to Exhibit 10.37 to the Form 10-K for the year ended December 31,
1992 of Terex Corporation, Commission file No. 1-10702).
10.7 Stock Purchase Agreement dated as of May 27, 1992 between Clark
Equipment Company and Terex Corporation (incorporated by reference to Exhibit
10.27 to the Form 10-K for the year ended December 31, 1992 of Terex
Corporation, Commission File No. 1-10702).
10.8 First Amendment to Stock Purchase Agreement dated as of July 31, 1992
between Terex Corporation and Clark Equipment Company (incorporated by
reference to Exhibit 10.28 to the Form 10-K for the year ended December 31,
1992 of Terex Corporation, Commission File No. 1-10702).
10.9 Promissory Note dated as of July 31, 1992 executed by Terex
Corporation in favor of Clark Equipment Company (incorporated by reference to
Exhibit 10.29 to the Form 10-K for the year ended December 31, 1992 of Terex
Corporation, Commission File No. 1-10702).
10.10 Tax Agreement dated as of July 31, 1992 between Terex Corporation in
favor of Clark Equipment Company (incorporated by reference to Exhibit 10.30 to
the Form 10-K for the year ended December 31, 1992 of Terex Corporation,
Commission File No. 1-10702).
10.11 Trademark Assignment Agreement dated as of July 31, 1992 between
Clark Equipment Company and Clark Material Handling Company (incorporated by
reference to Exhibit 10.31 to the Form 10-K for the year ended December 31,
1992 of Terex Corporation, Commission File No. 1-10702).
10.12 Trademark Assignment dated as of July 31, 1992 executed by Clark
Equipment Company in favor of Clark Material Handling Company (incorporated by
reference to Exhibit 10.32 to the Form 10-K for the year ended December 31,
1992 of Terex Corporation, Commission File No. 1-10702).
10.13 License Agreement dated as of July 31, 1992 between Clark Equipment
Company and Clark Material Handling Company (incorporated by reference to
Exhibit 10.33 to the Form 10-K for the year ended December 31, 1992 of Terex
Corporation, Commission File No. 1-10702).
10.14 Mortgage dated as of July 31, 1992 by Clark Equipment GmbH for the
benefit of Clark Equipment Company (incorporated by reference to Exhibit 10.34
to the Form 10-K for the year ended December 31, 1992 of Terex Corporation,
Commission File No. 1-10702).
10.15 Loan and Security Agreement dated as of May 20, 1993 between Foothill
Capital Corporation and Terex Corporation (incorporated by reference to Exhibit
10.1 to the Form S-3 Registration Statement of Terex Corporation Registration
No. 33-56924).
10.16 Loan and Security Agreement dated as of May 20, 1993 between Foothill
Capital Corporation and Clark Material Handling Company (incorporated by
reference to Exhibit 10.2 to the Form S-3 Registration Statement of Terex
Corporation, Registration No. 33-56924).
10.17 Continuing Guaranty dated as of May 20, 1993 of Terex Corporation
(incorporated by reference to Exhibit 10.3 to the Form S-3 Registration
Statement of Terex Corporation, Registration No. 33-56924).
10.18 Continuing Guaranty dated as of May 20, 1993 of Clark Material
Handling Company (incorporated by reference to Exhibit 10.4 to the Form S-3
Registration Statement of Terex Corporation, Registration No. 33-56924).
10.19 Amendment Number One dated as of August 24, 1993 to Loan and Security
Agreement dated as of May 20, 1993 between Foothill Capital Corporation and
Terex Corporation.***
10.20 Amendment Number One dated as of August 24, 1993 to Loan and Security
Agreement dated as of May 20, 1993 between Foothill Capital Corporation and
Clark Material Handling Company.***
10.21 Termination, General Release and Waiver Agreement, dated as of June
29, 1993, between Clark Material Handling Company and Gary D. Bello.***
10.22 Form of Purchase Agreement dated as of December 20, 1993 between
Terex Corporation and the purchasers of Warrants and shares of Series A
Cumulative Redeemable Convertible Preferred Stock of Terex Corporation.***
10.23 Registration Rights Agreement dated as of December 20, 1993 between
Terex Corporation and the purchasers of Warrants.***
10.24 Registration Rights Agreement dated as of December 20, 1993 between
Terex, Corporation and the purchasers of shares of Series A Cumulative
Redeemable Convertible Preferred Stock of Terex Corporation.***
10.25 Agreement dated July 1, 1987, between KCS Industries, Inc. and
Northwest Engineering Company (incorporated by reference to Exhibit 10.2 to the
Form S-4 Registration Statement of Terex Corporation, Registration No.
33-20737).
10.26 Management Agreement Amendment, dated January 1, 1993, between KCS
Industries, Inc. and Terex Corporation.***
10.27 Management Agreement Termination Agreement, dated January 1, 1994,
between KCS Industries, L.P. and Terex Corporation.***
10.28 Credit Facility, dated December 23, 1993, among Terex Equipment
Limited, Terex Corporation and Standard Chartered Bank.***
11.1 Computation of per share earnings.***
12.1 Computation of ratio of earnings to fixed charges.***
21.1 Subsidiaries of Terex Corporation.*
23.1 Consent of Robinson Silverman Pearce Aronsohn & Berman (included as
part of Exhibit 5.1).**
23.2 Independent Accountants' Consent of Price Waterhouse - Milwaukee,
Wisconsin.**
23.3 Independent Accountants' Consent of Deloitte & Touche - Detroit,
Michigan.**
23.4 Independent Accountants' Consent of Price Waterhouse - South Bend,
Indiana.**
23.5 Independent Accountants' Consent of Price Waterhouse - Milwaukee,
Wisconsin.**
23.6 Independent Accountants' Consent of Deloitte & Touche - Detroit,
Michigan.**
24.1 Power of Attorney (included on signature pages).*
* Filed herewith.
** To be filed by amendment.
*** Previously filed.
EXHIBIT 21.1
CONSOLIDATED SUBSIDIARIES OF TEREX CORPORATION
Name of Subsidiary Jurisdiction of Incorporation
CMH Acquisition Corporation Delaware
Clark Components North America/International, Inc. Michigan
Clark Components Korea, Inc. Korea
Clark Material Handling GmbH Germany
Clark France Manutention S.A. France
Clark Maquinaria S.A. Spain
Clark Material Handling Company Kentucky
Clark Material Handling of Canada, Limited Canada
Clarklift of Western Michigan, Inc. Michigan
Drexel Industries, Inc. Pennsylvania
CMH Acquisition International Corporation Delaware
Terex Equipment Limited Scotland
Unit Rig (Canada) Limited Delaware
Unit Rig Australia (Pty) Limited New South Wales,
Australia
Unit Rig South Africa (Pty) Limited South Africa
(b) Financial Statement Schedules Page
Terex Corporation
Report of Price Waterhouse (included as part of Exhibit 23.2)
Report of Deloitte & Touche (included as part of Exhibit 23.3)
Schedule II - Amounts Receivable From Related Parties and
Underwriters, Promoters, and Employees Other Than Related Parties S-1
Schedule IV - Indebtedness of and to Related Parties - Not Current S-1
Schedule VIII - Valuation and Qualifying Accounts and Reserves S-2
Schedule X - Supplementary Income Statement Information S-2
Fruehauf Trailer Corporation
Schedule II - Amounts Receivable from Related Parties and
Underwriters, Promoters, and Employees Other Than Related Parties S-3
Schedule IV - Indebtedness of and to Related Parties - Not Current S-4
Schedule V - Property, Plan and Equipment S-5
Schedule VI - Accumulated Depreciation, Depletion and Amortization of
Property, Plant and Equipment S-5
Schedule VIII - Valuation and Qualifying Accounts and Reserves S-6
Schedule X - Supplementary Income Statement Information S-6
All other schedules are omitted as the required information is inapplicable or
the information is presented in the consolidated financial statements or
related notes.
Item 17. Undertakings
The Company hereby undertakes:
(a) To file, during any period in which offers or sales are being made, a
post-effective amendment to this Registration Statement: (i) to include any
prospectus required by Section 10(a)(3) of the Securities Act; (ii) to reflect
in the prospectus any facts or events arising after the effective date of the
Registration Statement (or the most recent post-effective amendment thereof)
which, individually or in the aggregate, represent a fundamental change in the
information set forth in the Registration Statement; (iii) to include any
material information with respect to the plan of distribution not previously
disclosed in the Registration Statement or any material change to such
information in the Registration Statement.
(b) That, for the purpose of determining any liability under the Securities
Act, each such post-effective amendment shall be deemed to be a new
registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
(c) To remove from registration by means of a post-effective amendment any of
the securities being registered which remain unsold at the termination of the
offering.
Insofar as indemnification for liabilities arising under the Securities Act may
be permitted to directors, officers and controlling persons of the Company
pursuant to the foregoing provisions, or otherwise, the Company has been
advised that in the opinion of the Commission such indemnification is against
public policy as expressed in the Securities Act and is, therefore,
unenforceable. In the event that a claim for indemnification against such
liabilities (other than the payment by the Company of expenses incurred or paid
by a director, officer or controlling person of the Company in the successful
defense of any action, suit or proceeding) is asserted by such director,
officer or controlling person in connection with the securities being
registered, the Company will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question of whether such indemnification by it is against
public policy as expressed in the Securities Act and will be governed by the
final adjudication of such issue.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, the
Registrant has duly caused this Registration Statement to be signed on its
behalf by the undersigned, thereunto duly authorized, in the City of Westport,
State of Connecticut, on February 16, 1994.
TEREX CORPORATION
By:/s/ Randolph W. Lenz
Randolph W. Lenz,
Chairman of the Board
and Chief Executive Officer
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below
hereby constitutes and appoints Randolph W. Lenz or Marvin B. Rosenberg his
true and lawful attorney-in-fact and agent, with full power of substitution and
resubstitution, for him and in his name, place and stead, in any and all
capacities, to sign any and all amendments (including post-effective
amendments) to this registration statement, and to file the same, with exhibits
thereto, and other documents in connection therewith, with the Securities and
Exchange Commission, granting unto said attorney-in-fact and agent full power
and authority to do and perform each and every act and thing requisite and
necessary to be done, as fully to all intents and purposes as he might or could
do in person, hereby ratifying and confirming all that said attorney-in-fact
and agent or either of them, or their or his substitute or substitutes, may
lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, as amended, this
registration statement has been signed by the following persons in the
capacities and on the date(s) indicated.
Name Title Date
/s/ Randolph W. Lenz Chairman of the Board, February 16, 1994
Randolph W. Lenz Chief Executive Officer
and Director
(Principal Executive Officer)
/s/ Ronald M. DeFeo President, Chief Operating February 16, 1994
Ronald M. DeFeo Officer and Director
/s/ Ralph T. Brandifino Senior Vice President and February 16, 1994
Ralph T. Brandifino Chief Financial Officer
(Principal Financial Officer)
/s/ Richard L. Evans Controller February 16, 1994
Richard L. Evans (Principal Accounting Officer)
/s/ Marvin B. Rosenberg Senior Vice President, February 16, 1994
Marvin B. Rosenberg General Counsel, Secretary
and Director
/s/ Adam E. Wolf Director February 16, 1994
Adam E. Wolf
/s/ David A. Sachs Director February 16, 1994
David A. Sachs
/s/ G. Chris Andersen Director February 16, 1994
G. Chris Andersen
/s/ Bruce I. Raben Director February 16, 1994
Bruce I. Raben
