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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Wasington, D.C. 20549
FORM 12b-25
NOTIFICATION OF LATE FILING
SEC FILE NUMBER
1-10702
CUSIP NUMBER
880779103
(Check One): (X)Form 10-K ( )Form 20-F ( )Form 11-K ( )Form 10-Q ( )Form N-SAR
For Period Ended: December 31, 1993
[ ] Transition Report on Form 10-K
[ ] Transition Report on Form 20-F
[ ] Transition Report on Form 11-K
[ ] Transition Report on Form 10-Q
[ ] Transition Report on Form N-SAR
For the Transition Period Ended:
Read Instruction (on back page) Before Preparing Form. Please Print or Type.
Nothing in this form shall be construed to imply that the Commission has
verified any information contained herein.
If the notification relates to a portion of the filing checked above, identify
the Item(s) to which the notification relates:
PART I - REGISTRANT INFORMATION
Full Name of Registrant
TEREX CORPORATION
Former Name if Applicable
Address of Principal Executive Office (Street and Number)
500 POST ROAD EAST, SUITE 320
City, State and Zip Code
WESTPORT, CT 06880-4431
PART II - RULES 12b-25(b) AND (c)
If the subject report could not be filed without unreasonable effort or expense
and the registrant seeks relief pursuant to Rule 12b-25(b), the following
should be completed. (Check box if appropriate)
| (a) The reasons described in reasonable detail in Part III of
| this form could not be eliminated without unreasonable effort
| or expense;
| (b) The subject annual report, semi-annual report, transition
| report on Form 10-K, Form 20-F, 11-K, Form N-SAR, or portion
[X] | thereof, will be filed on or before the fifteenth calendar
| day following the prescribed due date; or the subject
| quarterly report or transition report on Form 10-Q, or
| portion thereof will be filed on or before the fifth calendar
| day following the prescribed due date; and
| (c) The accountant's statement or other exhibit required by Rule
| 12b-25(c) has been attached if applicable.
| SEE EXHIBIT 1: Copy of Form 12b-25 of Fruehauf Trailer
| Corporation filed with the Securities and Exchange Commission
| on March 31, 1994.
PART III - NARRATIVE
State below in reasonable detail the reasons why the Form 10-K, 11-K, 10-Q,
N-SAR, or the transition report or portion thereof, could not be filed within
the prescribed time period. (Attach Extra Sheets if Needed)
Terex Corporation (the "Company") hereby informs the Securities and Exchange
Commission (the "Commission") that it will be unable to file its Annual Report
on Form 10-K (the "Annual Report") for the year ended December 31, 1993 within
the time period prescribed for such filing without unreasonable effort and
expense.
The Company has been advised by Fruehauf Trailer Corporation ("Fruehauf"),
which was a wholly-owned subsidiary of the Company prior to July 8, 1991 whose
financial results were consolidated with those of the Company until December
31, 1991 and in which the Company presently owns an approximate 19.1% equity
interest, that Fruehauf is currently conducting a detailed analysis of the
allocation of the purchase price paid by the Company in its 1989 acquisition of
Fruehauf and determining the impact of required adjustments on the opening
balance sheet and subsequent periods in consultation with Fruehauf's former
auditors. Until the analysis is completed and the necessary adjustments
quantified, Fruehauf has advised that it will not be able to complete its
financial statements for filing in Fruehauf's Annual Report, and that
Fruehauf's financial statements and related auditors' reports for the years
ended December 31, 1989 through 1992 should not be relied upon.
Because the Company accounted for Fruehauf as a consolidated subsidiary for the
years 1989 through 1991 and using the equity method for 1992, the Company's
financial statements for 1991 and 1992 are subject to adjustment to the extent
that the Fruehauf financial statements are adjusted. As a result, the Company
will not be able to complete its financial statements and related disclosures
for filing in the Company's Annual Report until Fruehauf has completed its
financial statements. Because Fruehauf has advised that its financial
statements and related auditors' reports for the years 1989 through 1992 should
not be relied upon, the Company's financial statements for those years and
related auditors' reports also should not be relied upon.
Fruehauf has advised the Company that it believes that the restatements will
result in larger losses being reported for the years ended December 31, 1989,
1990 and 1991 and reduced losses for the years ended December 31, 1992 and
1993. Based on the information provided by Fruehauf, the Company believes
that the restatements will result in larger losses being reported for the years
ended December 31, 1989, 1990 and 1991 and reduced losses for the year ended
December 31, 1992. Although the Company continued to account for its
investment in Fruehauf using the equity method for 1993, the Company does not
believe that the restatements of Fruehauf's financial statements for 1993 will
materially affect the Company's financial statements for 1993 because the
Company had reduced its carrying value for its investment in Fruehauf to zero
by the end of 1992 and was not required to record any material amounts for
Fruehauf's losses in 1993.
PART IV - OTHER INFORMATION
(1) Name and telephone number of person to contact in regard to this
notification
MARVIN B. ROSENBERG 203 222-7170
- ------------------------------------ ------- --------------------------
(Name) (Area Code) (Telephone Number)
(2) Have all other periodic reports required under Section 13 or 15(d) of the
Securities Exchange Act of 1934 or Section 30 of the Investment Company
Act of 1940 during the preceding 12 months (or for such shorter) period
that the registrant was required to file such reports) been filed? If
answer is no, identify report(s). (X) Yes ( ) No
(3) Is it anticipated that any significant change in results of operations
from the corresponding period for the last fiscal year will be reflected
by the earnings statements to be included in the subject report or
portion thereof? (X) Yes ( ) No
If so, attach an explanation of the anticipated change, both narratively
and quantitatively, and, if appropriate, state the reasons why a
reasonable estimate of the results cannot be made.
The Company's net loss for the year ended December 31, 1993 was $62.7 million.
The Company's net loss for the year ended December 31, 1992, as previously
reported, was $57.2 million. As stated above in Part III, the Company
believes, based on information provided by Fruehauf, that the restatements will
result in reduced losses for the year ended December 31, 1992. As further
stated above, the Company does not believe that the restatements of Fruehauf's
financial statements for 1993 will materially affect the Company's financial
statements for 1993 because the Company had reduced its carrying value for its
investment in Fruehauf to zero by the end of 1992 and was not required to
record any material amounts for Fruehauf's losses in 1993.
TEREX CORPORATION
-------------------------------------------------------
(Name of Registrant as Specified in Charter)
has caused this notification to be signed on its behalf by the undersigned
hereunto duly authorized.
Date MARCH 31, 1994 By /s/ MARVIN B. ROSENBERG
MARVIN B. ROSENBERG
SENIOR VICE PRESIDENT,
SECRETARY AND
GENERAL COUNSEL
INSTRUCTION: The form may be signed by an executive officer of the registrant
or by any other duly authorized representative. The name and title of the
person signing the form shall be typed or printed beneath the signature. If
the statement is signed on behalf of the registrant by an authorized
representative (other than an executive officer), evidence of the
representative's authority to sign on behalf of the registrant shall be filed
with the form.
ATTENTION
Intentional misstatements or omissions of fact constitute
Federal Criminal Violations (See 18 U.S.C. 1001).
GENERAL INSTRUCTIONS
1. This form is required by Rule 12b-25 (17 CFR 240.12b-25) of the General
Rules and Regulations under the Securities Exchange Act of 1934.
2. One signed original and four conformed copies of this form and amendments
thereto must be completed and filed with the Securities and Exchange
Commission, Washington, D.C. 20549, in accordance with Rule 0-3 of the
General Rules and Regulations under the Act. The information contained in
or filed with the form will be made a matter of public record in the
Commission files.
3. A manually signed copy of the form and amendments thereto shall be filed
with each national securities exchange on which any class of securities of
the registrant is registered.
4. Amendments to the notifications must also be filed on form 12b-25 but need
not restate information that has been correctly furnished. The form shall
be clearly identified as an amended notification.
5. Electronic Filers. This form shall not be used by electronic filers
unable to timely file a report solely due to electronic difficulties.
Filers unable to submit a report within the time period prescribed due to
difficulties in electronic filing should comply with either Rule 201 or
Rule 202 of Regulation S-T or apply for an adjustment in filing date
pursuant to Rule 13(b) of Regulation S-T.
EXHIBIT 1
OMB APPROVAL
OMB Number: 3235-0058
Expires: June 30, 1994
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Wasington, D.C. 20549
FORM 12b-25
NOTIFICATION OF LATE FILING
SEC FILE NUMBER
1-10772
CUSIP NUMBER
(Check One): (X)Form 10-K ( )Form 20-F ( )Form 11-K ( )Form 10-Q ( )Form N-SAR
For Period Ended: December 31, 1993
[ ] Transition Report on Form 10-K
[ ] Transition Report on Form 20-F
[ ] Transition Report on Form 11-K
[ ] Transition Report on Form 10-Q
[ ] Transition Report on Form N-SAR
For the Transition Period Ended:
Read Instruction (on back page) Before Preparing Form. Please Print or Type.
Nothing in this form shall be construed to imply that the Commission has
verified any information contained herein.
If the notification relates to a portion of the filing checked above, identify
the Item(s) to which the notification relates:
PART I - REGISTRANT INFORMATION
Full Name of Registrant
FRUEHAUF TRAILER CORPORATION
Former Name if Applicable
Address of Principal Executive Office (Street and Number)
26999 CENTRAL PARK BOULEVARD
City, State and Zip Code
SOUTHFIELD, MICHIGAN 48076
PART II - RULES 12b-25(b) AND (c)
If the subject report could not be filed without unreasonable effort or expense
and the registrant seeks relief pursuant to Rule 12b-25(b), the following
should be completed. (Check box if appropriate)
[X] | (a) The reasons described in reasonable detail in Part III of
| this form could not be eliminated without unreasonable effort
| or expense;
[X] | (b) The subject annual report, semi-annual report, transition
| report on Form 10-K, Form 20-F, 11-K, Form N-SAR, or portion
| thereof, will be filed on or before the fifteenth calendar
| day following the prescribed due date; or the subject
| quarterly report or transition report on Form 10-Q, or
| portion thereof will be filed on or before the fifth calendar
| day following the prescribed due date; and
[ ] | (c) The accountant's statement or other exhibit required by Rule
| 12b-25(c) has been attached if applicable.
PART III - NARRATIVE
State below in reasonable detail the reasons why the Form 10-K, 11-K, 10-Q,
N-SAR, or the transition report or portion thereof, could not be filed within
the prescribed time period. (Attach Extra Sheets if Needed)
See ATTACHMENT A.
PART IV - OTHER INFORMATION
(1) Name and telephone number of person to contact in regard to this
notification
TIMOTHY J. WIGGINS 810 948-1505
- ------------------------------------ ------- --------------------------
(Name) (Area Code) (Telephone Number)
(2) Have all other periodic reports required under Section 13 or 15(d) of the
Securities Exchange Act of 1934 or Section 30 of the Investment Company
Act of 1940 during the preceding 12 months (or for such shorter) period
that the registrant was required to file such reports) been filed? If
answer is no, identify report(s). (X) Yes ( ) No
(3) Is it anticipated that any significant change in results of operations
from the corresponding period for the last fiscal year will be reflected
by the earnings statements to be included in the subject report or
portion thereof? (X) Yes ( ) No
If so, attach an explanation of the anticipated change, both narratively
and quantitatively, and, if appropriate, state the reasons why a
reasonable estimate of the results cannot be made.
See ATTACHMENT C.
FRUEHAUF TRAILER CORPORATION
-------------------------------------------------------
(Name of Registrant as Specified in Charter)
has caused this notification to be signed on its behalf by the undersigned
hereunto duly authorized.
Date MARCH 30, 1994 By /s/ TIMOTHY J. WIGGINS
TIMOTHY J. WIGGINS
EXECUTIVE VICE PRESIDENT
INSTRUCTION: The form may be signed by an executive officer of the registrant
or by any other duly authorized representative. The name and title of the
person signing the form shall be typed or printed beneath the signature. If
the statement is signed on behalf of the registrant by an authorized
representative (other than an executive officer), evidence of the
representative's authority to sign on behalf of the registrant shall be filed
with the form.
ATTENTION
Intentional misstatements or omissions of fact constitute
Federal Criminal Violations (See 18 U.S.C. 1001).
GENERAL INSTRUCTIONS
1. This form is required by Rule 12b-25 (17 CFR 240.12b-25) of the General
Rules and Regulations under the Securities Exchange Act of 1934.
2. One signed original and four conformed copies of this form and amendments
thereto must be completed and filed with the Securities and Exchange
Commission, Washington, D.C. 20549, in accordance with Rule 0-3 of the
General Rules and Regulations under the Act. The information contained in
or filed with the form will be made a matter of public record in the
Commission files.
3. A manually signed copy of the form and amendments thereto shall be filed
with each national securities exchange on which any class of securities of
the registrant is registered.
4. Amendments to the notifications must also be filed on form 12b-25 but need
not restate information that has been correctly furnished. The form shall
be clearly identified as an amended notification.
5. Electronic Filers. This form shall not be used by electronic filers
unable to timely file a report solely due to electronic difficulties.
Filers unable to submit a report within the time period prescribed due to
difficulties in electronic filing should comply with either Rule 201 or
Rule 202 of Regulation S-T or apply for an adjustment in filing date
pursuant to Rule 13(b) of Regulation S-T.
ATTACHMENT A
Fruehauf Trailer Corporation (the "Company") hereby informs the Securities and
Exchange Commission (the "Commission") that it will be unable to file its
Annual Report on Form 10-K within the time period prescribed for such filing
without unreasonable effort and expense.
The Company issued a press release dated March 30, 1994 with respect to a delay
in issuing fourth quarter operating results and its Annual Report on Form 10-K.
A copy of the press release is attached as Attachment B. In the press release,
the Company announced that it will revise the allocation of the purchase price
paid by Terex Corporation in its 1989 acquisition of the Company. At the
present time, the Company is conducting a detailed analysis of the allocation
of the purchase price and determining the impact of the required adjustments on
the opening balance sheet and subsequent periods in consultation with the
Company's former auditors. The Company believes that the restatements will
result in larger losses being reported for the years ended December 31, 1989,
1990 and 1991 and reduced losses for the years ended December 31, 1992 and
1993. Accordingly, the Company's financial statements and related auditors'
reports for the years ended December 31, 1989 through 1992 should not be relied
upon. The Company will issue revised financial statements upon the completion
of the investigation.
Until this process is complete, the company will not be able to file its 1993
Annual Report on Form 10-K. The Company's management and outside auditors are
diligently working to complete the investigation in order to complete the 1993
Annual Report and the audit of the financial statements required in the Annual
Report.
ATTACHMENT B
FOR IMMEDIATE RELEASE
For further information:
Timothy J. Wiggins, Gregory G. Fehr
Fruehauf Trailer Corporation
313-948-1300
Stuart Carlisle
Dewe Rogerson Inc.
212-688-6840
FRUEHAUF TRAILER CORPORATION ANNOUNCES RESTATEMENTS, DELAY IN ISSUING FOURTH
QUARTER OPERATING RESULTS AND FORM 10-K. EXPECTS TO REPORT IMPROVED OPERATING
RESULTS IN FOURTH QUARTER 1993.
(Southfield, MI, March 29, 1994) - Fruehauf Trailer Corporation (NYSE:FTC)
today announced that the Company has amended its second and third quarter 1993
Quarterly Reports on Form 10-Q and will revise the allocation of the purchase
price paid by Terex Corporation in its 1989 acquisition of the Company.
The Company amended its second and third quarter Form 10-Q's with respect to
the accounting treatment for investments in affiliate companies which are being
held for sale. Based upon review of relevant SEC literature published during
the fourth quarter of 1993, the Company revised its accounting treatment for
these investments in affiliate companies. The restatement has the effect of
reducing the restructuring provision recorded by the Company in the second
quarter of 1993 by approximately $8.0 million and increasing the equity in net
losses of affiliate companies by approximately $7.2 million in the third
quarter. These adjustments have no impact on the Company's working capital.
For the nine months ended September 30, 1993, the restatement has the effect of
decreasing the net loss by $0.8 million or $0.06 per share.
The Company is also currently conducting a detailed analysis of the allocation
of the purchase price and determining the impact of required adjustments on the
opening balance sheet and subsequent periods in consultation with the Company's
former auditors. The Company believes that the restatements will result in
larger losses being reported for the years ended December 31, 1989, 1990 and
1991 and reduced losses for the years ended December 31, 1992 and 1993.
Accordingly, the Company'sfinancial statements and related auditors' reports
for the years ended December 31, 1989 through 1992 should not be relied upon.
The Company will issue revised financial statements upon the completion of the
investigation. Until this process is completed and the necessary adjustments
quantified, the Company will not be able to release its financial results for
the fourth quarter and year ended December 31,1993.
Fruehauf will file for an extension with respect to its 1993 Annual Report on
Form 10-K with the Securities and Exchange commission. The Company is hopeful
that its Form 10-K and the corresponding amendment to Form S-1 originally filed
in November 1993 will be filed by the end of the 15-day extension period.
Thomas B. Roller, President and Chief Executive Officer, stated, "We knew going
into the turnaround that we would be operating in a complex environment with
difficult challenges. We believe these restatements move us forward in
resolving some of the most difficult issues. While we are disappointed in the
delays in completing our required filings and in registering the shares we sold
in August 1993, we continue to make significant progress in turning around the
core business of Fruehauf."
When the current accounting investigation is complete, the Company expects to
report improved fourth quarter 1993 operating results as compared to the
corresponding quarter of 1992 and the third quarter of 1993. The Company
expects to report fourth quarter 1993 sales of approximately $65.6 million as
compared to third quarter 1993 sales of approximately $50.1 million. The
improved performance reflects the Company's improved liquidity as a result of
the August 1993 refinancing transactions and strong growth in new order
backlog. Current backlog is in excess of $170 million compared to the backlog
of approximately $86 million in August 1993 and is more than $40 million ahead
of expected levels. The Company also expects to report fourth quarter 1993
gross margin in excess of 12% and significantly lower operating expense in
relation to the corresponding quarter of 1992 and the third quarter of 1993.
These improvements result from increased production levels during the fourth
quarter and positive impacts of restructuring efforts.
The Company is currently in negotiations with its lenders to amend certain
provisions of the bank credit facility, including to provide for additional
borrowing capacity under its revolving credit facility and to amend financial
covenants as of December 31, 1993 through 1995. Borrowings are currently
capped at $25 million under the revolving credit facility and would be
increased to $35 million under proposed arrangement. As a condition to the new
arrangement, the Company will raise at least $9 million in new equity
financing.
Commenting on the bank negotiations, Thomas B. Roller stated, "We are hopeful
to reach an agreement in principle with our lenders in the very near future.
We believe that the expanded borrowing capacity and new equity will provide the
Company with additional opportunities to participate in the robust truck
trailer market.
Fruehauf Trailer Corporation is one of the world's leading manufacturers of
truck trailers -- producing, marketing and servicing the industry's widest
range of dry freight van, refrigerated van, platform, dump, and liquid and dry
bulk tank trailers. Among the largest suppliers of trailer parts in North
America, Fruehauf products are sold through the truck trailer industry's
largest branch and authorized dealer network in North America.
ATTACHMENT C
The Company hereby informs the Commission that its results of operations for
the fourth quarter of 1993 Will be more favorable than the results reported for
the corresponding quarter in 1992. As discussed in Attachment A to this Form
12b-25, the Company is currently conducting a detailed analysis of the
allocation of the purchase price paid by Terex Corporation in its 1989
acquisition of the Company and determining the impact of required adjustments
on the opening balance sheet and subsequent periods including the fourth
quarter of 1992. While the fourth quarter 1992 operating result are subject to
adjustment, the Company expects to report improved fourth quarter 1993
operating results as compared to the corresponding quarter of 1992.
The improved performance reflects the Company's improved liquidity as a result
of the August 1993 refinancing transactions and strong growth in new order
backlog. Also, during the fourth quarter of 1993, the Company has recorded a
gain of approximately $5.2 million on the satisfaction of the Company's
long-term payable to Terex Corporation. In addition, the Company has recorded
pension and postretirement health care benefit curtailment gains as a result of
significant reductions in expected years of service of the covered workforce.
During the fourth quarter of 1992, the Company recorded certain provisions for
the costs of settling certain litigation, additional exposures on products
liability contingencies and adjustments to the net realizable value of
Jacksonville Shipyards, Inc., a wholly owned subsidiary of the Company. In
addition, the Company wrote off certain deferred debt issuance costs in the
fourth quarter of 1992 as a result of the change in the maturity of its main
credit facility from 1995 to June 1993.
The Company in unable to provide the Commission with a reasonable estimate of
results of operations for the quarter or year ended December 31, 1993 until it
has completed the detailed analysis of the allocation of the purchase price and
determined the impact of required adjustments on the opening balance sheet and
subsequent periods.
