SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D**
Under the Securities Exchange Act of 1934
(Amendment No. 10)*
Terex Corporation
(Name of Issuer)
Common Stock, Par Value $.01 Per Share
(Title of Class of Securities)
880779103
(CUSIP Number)
W. Robert Cotham
201 Main Street, Suite 2600,Fort Worth, Texas 76102
(817)390-8400
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
May 20, 1994
(Date of Event which Requires Filing
of this Statement)
If the filing person has previously filed a statement on Schedule
13G to report the acquisition which is the subject of this
Schedule 13D, and is filing this schedule because of Rule
13d-1(b)(3) or (4), check the following box [ ].
Check the following box if a fee is being paid with the statement
[ ].
*The remainder of this cover page shall be filled out for a
reporting person's initial filing on this form with respect to
the subject class of securities, and for any subsequent amendment
containing information which would alter disclosures provided in
a prior cover page.
The information required on the remainder of this cover page
shall not be deemed to be "filed" for the purpose of Section 18
of the Securities Exchange Act of 1934 ("Act") or otherwise
subject to the liabilities of that section of the Act but shall
be subject to all other provisions of the Act (however, see the
Notes).
**As described in Item 4 hereof, the total number of shares
reported herein is a minimum of 1,375,500 and a maximum of
1,455,500, which constitutes approximately 13.6% and 14.3%,
respectively, of the total number of shares outstanding,
assuming, pursuant to Rule 13d-3(d)(1)(i) under the Act, that
there are 10,423,067 and 10,503,067 shares, respectively, of the
Stock outstanding. The number of outstanding shares of the Stock
reported in the Issuer's most recent quarterly report on Form 10-
Q is 10,303,067.
(Continued on following page(s))
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Pursuant to Rule 13d-2(a) of Regulation 13D-G of the General
Rules and Regulations under the Securities Exchange Act of 1934, as
amended (the "Act"), the undersigned hereby amend their Schedule
13D Statement dated January 17, 1989, as amended by Amendment No.
1 dated April 26, 1991, Amendment No. 2 dated July 2, 1991,
Amendment No. 3 dated June 23, 1992, Amendment No. 4 dated October
6, 1992, Amendment No. 5 dated November 23, 1992, Amendment No. 6
dated December 21, 1992, Amendment No. 7 dated April 2, 1993,
Amendment No. 8 dated April 19, 1993, and Amendment No. 9 dated
December 22, 1993 (the "Schedule 13D"), relating to the Common
Stock, par value $.01 per share, of Terex Corporation. Unless
otherwise indicated, all defined terms used herein shall have the
same meanings respectively ascribed to them in the Schedule 13D.
ITEM 1. SECURITY AND ISSUER.
No material change
ITEM 2. IDENTITY AND BACKGROUND.
Paragraphs (a) - (c) of Item 2 are hereby amended by adding at
the end thereof the following:
Effective as of May 20, 1994, DAS terminated his employment
with TMT-FW. As a result of the termination of such relationship,
DAS and his spouse, KRS, shall no longer be Reporting Persons for
purposes of this and all future filings on Schedule 13D.
(d) - (f) No material change
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
No material change
ITEM 4. PURPOSE OF TRANSACTION.
No material change
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
No material change
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS
WITH RESPECT TO SECURITIES OF THE ISSUER.
No material change
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
No material change
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After reasonable inquiry and to the best of our knowledge and
belief, we certify that the information set forth in this statement
is true, complete and correct.
Dated: May 25, 1994
THE AIRLIE GROUP L.P.,
a Delaware limited partnership
By: EBD L.P.,
a Delaware limited
partnership, General
Partner
By: TMT-FW, Inc.,
a Texas corporation,
General Partner
By: /s/ W. R. Cotham
W. R. Cotham,
Vice President
EBD L.P.,
a Delaware limited partnership
By: TMT-FW, Inc.,
a Texas corporation,
General Partner
By: /s/ W. R. Cotham
W. R. Cotham,
Vice President
/s/ W. R. Cotham
W. R. Cotham,
Vice President of:
TMT-FW, INC.
THOMAS M. TAYLOR & CO.
Attorney-in-Fact for:
DORT A. CAMERON III (1)
THOMAS M. TAYLOR (2)
DOUGLAS K. BRATTON (3)
GEOFFREY P. RAYNOR (4)
AIRLIE ASSOCIATES II (5)
(1) A Power of Attorney authorizing W. R. Cotham, et al., to act
on behalf of Dort A. Cameron III previously has been filed
with the Securities and Exchange Commission.
(2) A Power of Attorney authorizing W. R. Cotham, et al., to act
on behalf of Thomas M. Taylor previously has been filed with
the Securities and Exchange Commission.
(3) A Power of Attorney authorizing W. R. Cotham, et al., to act
on behalf of Douglas K. Bratton previously has been filed with
the Securities and Exchange Commission.
(4) A Power of Attorney authorizing W. R. Cotham, et al., to act
on behalf of Geoffrey P. Raynor previously has been filed with
the Securities and Exchange Commission.
(5) A Power of Attorney authorizing W. R. Cotham, et al., to act
on behalf of Airlie Associates II previously has been filed
with the Securities and Exchange Commission.
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EXHIBIT INDEX
EXHIBIT DESCRIPTION
Exhibit 99.1 Agreement Pursuant to Rule
13d-1(f)(l)(iii), filed herewith.
Exhibit B Information with respect to
the partners of Trailer,
previously filed with Amendment
No. 1 to the Schedule 13D.
Exhibit C Loan Agreement dated as of
July 13, 1989, between TAG and
KCS, previously filed with
Amendment No. 1 to the Schedule
13D.
Exhibit D Promissory Note from KCS to TAG,
previously filed with Amendment
No. 1 to the Schedule 13D.
Exhibit E Pledge Agreement between KCS and
TAG, previously filed with
Amendment No. 1 to the Schedule
13D.
Exhibit F Agreement dated as of April 25,
1991, among TAG, Trailer, KCS,
Holdings, Fruehauf and the
Issuer, previously filed with
Amendment No. 1 to the Schedule
13D.
Exhibit G Power of Attorney of Trailer,
previously filed with Amendment
No. 2 to the Schedule 13D.
Exhibit H Exchange Agreement by and among
Fruehauf, TAG and Trailer,
previously filed with Amendment
No. 2 to the Schedule 13D.
Exhibit I Exchange Agreement by and among
Fruehauf, the Issuer, TAG,
Trailer and KCS, previously filed
with Amendment No. 2 to the
Schedule 13D.
Exhibit J Exchange Agreement by and among
the Issuer, TAG, Trailer and KCS,
previously filed with Amendment
No. 2 to the Schedule 13D.
Exhibit K Registration Rights Agreement by
and among the Issuer, KCS, TAG
and Trailer, previously filed
with Amendment No. 2 to the
Schedule 13D.
Exhibit L Information with respect to the
partners of AAII, previously
filed with Amendment No. 3 to the
Schedule 13D.
Exhibit M Power of Attorney of David A.
Sachs, previously field with
Amendment No. 3 to the Schedule
13D.
Exhibit N Power of Attorney of Karen R.
Sachs, previously filed with
Amendment No. 3 to the Schedule
13D.
Exhibit O Power of Attorney of Douglas K.
Bratton, previously filed with
Amendment No. 3 to the Schedule
13D.
Exhibit P Power of Attorney of Airlie
Associates II, previously filed
with Amendment No. 5 to the
Schedule 13D.
Exhibit Q Press Release of the Issuer
issued on April 19, 1993,
previously filed with Amendment
No. 8 to the Schedule 13D.
Exhibit 4.1 Letter Agreement dated December
20, 1993, between the Issuer and
TAG, previously filed with
Amendment No. 9 to the Schedule
13D.
Exhibit 4.2 Certificate of Designation of
Preferences and Rights of Series
A Cumulative Redeemable
Convertible Preferred Stock of
the Issuer, previously filed
with Amendment No. 9 to the
Schedule 13D.
Exhibit 4.3 Preferred Stock Registration
Rights Agreement dated December
20, 1993, among the Issuer and
the signatory parties thereto,
previously filed with Amendment
No. 9 to the Schedule 13D.
Exhibit 4.4 Warrant Registration Rights
Agreement dated December 20,
1993, among the Issuer and the
signatory parties thereto,
previously filed with Amendment
No. 9 to the Schedule 13D.
Exhibit 4.5 Warrant Agreement dated December
20, 1993, between the Issuer and
Mellon Securities Trust Company,
as Warrant Agent, previously
filed with Amendment No. 9 to
the Schedule 13D.
EXHIBIT 99.1
Pursuant to Rule 13d-1(f)(iii) of Regulation 13D-G of the
General Rules and Regulations of the Securities and Exchange
Commission under the Securities Exchange Act of 1934, as amended,
the undersigned agree that the statement to which this Exhibit is
attached is filed on behalf of them in the capacities set forth
hereinbelow.
THE AIRLIE GROUP L.P.,
a Delaware limited partnership
By: EBD L.P.,
a Delaware limited
partnership, General
Partner
By: TMT-FW, Inc.,
a Texas corporation,
General Partner
By:/s/ W. R. Cotham
W. R. Cotham,
Vice President
EBD L.P.,
a Delaware limited partnership
By: TMT-FW, Inc.,
a Texas corporation,
General Partner
By:/s/ W. R. Cotham
W. R. Cotham,
Vice President
/s/ W. R. Cotham
W. R. Cotham,
Vice President of:
TMT-FW, INC.
THOMAS M. TAYLOR & CO.
Attorney-in-Fact for:
DORT A. CAMERON III (1)
THOMAS M. TAYLOR (2)
DOUGLAS K. BRATTON (3)
GEOFFREY P. RAYNOR (4)
AIRLIE ASSOCIATES II (5)
(1) A Power of Attorney authorizing W. R. Cotham, et al., to act
on behalf of Dort A. Cameron III previously has been filed
with the Securities and Exchange Commission.
(2) A Power of Attorney authorizing W. R. Cotham, et al., to act
on behalf of Thomas M. Taylor previously has been filed with
the Securities and Exchange Commission.
(3) A Power of Attorney authorizing W. R. Cotham, et al., to act
on behalf of Douglas K. Bratton previously has been filed with
the Securities and Exchange Commission.
(4) A Power of Attorney authorizing W. R. Cotham, et al., to act
on behalf of Geoffrey P. Raynor previously has been filed with
the Securities and Exchange Commission.
(5) A Power of Attorney authorizing W. R. Cotham,et al., to act on
behalf of Airlie Associates II previously has been filed with
the Securities and Exchange Commission.
