As filed with the Securities and Exchange Commission on February 14, 1996
Registration No. 33-
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
__________________
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
__________________
TEREX CORPORATION
(Exact name of registrant as specified in its charter)
Delaware 34-1531521
(State or other jurisdiction of (I.R.S. employer
incorporation or organization) identification no.)
500 Post Road East
Westport, Connecticut 06880
(203) 222-7008
(Address, including zip code and telephone number
of principal executive offices)
Terex Corporation and Affiliates'
401(k) Retirement Savings Plan
(Full title of the plan)
_________________________
Marvin B. Rosenberg
Senior Vice President and Secretary
Terex Corporation
500 Post Road East
Westport, Connecticut 06880
(Name, address, including zip code, of agent for service)
(203) 222-7008
(Telephone number, including area code,
of agent for service)
_________________________
Copies to:
Stuart A. Gordon, Esq.
Eric I Cohen, Esq.
Robinson Silverman Pearce Aronsohn & Berman LLP
1290 Avenue of the Americas
New York, New York 10104
CALCULATION OF REGISTRATION FEE
Proposed Proposed
Title of Each Maximum Maximum
Class of Amount to be Offering Aggregate Amount of
Securities Registered Price Offering Registration
to be Registered (1) Per Unit (1) Price (1) Fee
Common Stock,
par value $.01 400,000 $ 5.25 $2,100,000 $724.14
(1) Estimated solely for purposes of calculating the registration fee.
Pursuant to Rules 457(c) and 457(h), the offering price and registration fee is
computed on the basis of the average of the high and low prices reported on the
New York Stock Exchange on February 13, 1996.
(2) In addition, pursuant to Rule 416(c) under the Securities Act of 1933, as
amended (the "Securities Act"), this Registration Statement also covers an
indeterminate amount of interests in the Plan to be offered or sold pursuant to
the Plan, such interests constituting separate securities required to be
Registered under the Securities Act and not requiring a separate registration
fee.
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
Items 1 and 2. Plan Information; Registrant Information and Retirement Savings
Plan Annual Information.
The document(s) containing the information specified in the
instructions to Part I of Form S-8 will be sent or given to participants in the
Terex Corporation and Affiliates 401(k) Retirement Savings Plan (the "Plan") as
specified by Rule 428(b)(1) of the Securities Act of 1933, as amended (the
"Securities Act").
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents filed by the Company with the Securities
and Exchange Commission (the "Commission") are incorporated in this
Registration Statement by reference:
1. The Company's Annual Report on Form 10-K for the year ended
December 31, 1994, filed with the Commission on March 31, 1995.
2. The Company's Quarterly Reports on Form 10-Q for fiscal
quarter ended March 31, 1995, filed with the Commission on May 15, 1995.
3. The Company's Quarterly Report on Form 10-Q for fiscal
quarter ended June 30, 1995, filed with the Commission on August 15, 1995.
4. The Company's Quarterly Report on Form 10-Q for fiscal
quarter ended September 30, 1995, filed with the Commission on November 14,
1995.
5. The Company's Current Report on Form 8-K, filed with the
Commission on May 24, 1995.
6. The Company's Form 8K/A Amendment No. 1, filed with the
Commission on July 24, 1995.
7. The description of the common stock of Terex Corporation
contained in Item 1 of the registrant's Registration Statement on Form 8-A,
filed with the Commission on February 22, 1991.
8. All documents filed subsequent to the filing date of this
Registration Statement with the Commission by the Company or the Plan pursuant
to Section 13(a), 13(c) 14 or 15(d) of the Exchange Act, prior to the filing of
a post-effective amendment which indicates that all securities offered have
been sold or which deregisters all securities then remaining unsold, shall be
deemed to be incorporated by reference in the Registration Statement and to be
part thereof from the date of filing of such documents. Any statement
contained in a document incorporated or deemed to be incorporated herein by
reference shall be deemed to be modified or superseded for purposes of this
Registration Statement to the extent that a statement contained herein or in
any subsequently filed document which also is, or is deemed to be incorporated
by reference herein modifies or supersedes such prior statement. Any statement
so modified or superseded shall not be deemed, except as so modified or
superseded, to constitute a part of this Registration Statement, except as
indicated herein.
Item 4. Description of Securities.
Not applicable.
Item 5. Interests of Named Experts and Counsel.
Not applicable.
Item 6. 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.
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 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 the
law; (iii) the payment of an illegal dividend or the authorization of an
unlawful stock repurchase or redemption in violation of Section 174 of the DGCL
law; or (iv) a transaction from which the director or officer derived an
improper direct personal financial profit.
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 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" (as defined therein) to the Company or its stockholders, (ii) for acts
or omissions not in "good faith" (as defined therein) or which involve
intentional misconduct or a knowing violation of the law, (iii) under Section
174 of the DGCL, relating in general to the willful or negligent payment of an
illegal dividend or the authorization of an unlawful stock purchase or
redemption, or (iv) for any transaction from which the director derived an
improper personal profit. This provision of the Certificate of Incorporation
offers each director protection against awards of monetary damages resulting
from negligent (except as indicated above) and "grossly" negligent actions
taken in the performance of his 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. The Commission has taken the
position that the provision will have no effect on claims arising under the
Federal securities laws.
The Company maintains a directors' and officers' insurance
policy which insures the officers and directors of the Company from any claim
arising out of an alleged wrongful act by such persons in their respective
capacities as officers and directors of the Company.
Item 7. Exemption from Registration Claimed.
Not Applicable.
Item 8. Exhibits.
4.1 Restated Certificate of Incorporation of Terex Corporation
(incorporated by reference to Exhibit 3.1 to the Form S-1 Registration
Statement of Terex Corporation, Registration No. 33-52297).
4.2 Restated By-Laws of Terex Corporation (incorporated by reference to
Exhibit 3.2 to the Form S-1 Registration Statement of Terex Corporation,
Registration No. 33-52297).
4.3 Certificate of Designation of Preferences and Rights of Series B
Cumulative Redeemable Convertible Preferred Stock of Terex Corporation
(incorporated by reference to Exhibit 3.3 to the Form 10-K for the year ended
December 31, 1994 of Terex Corporation, Commission File No. 1-10702).
5.1 Internal Revenue Service determination letter that the Plan is
qualified under Section 401(k) of the Internal Revenue Code.
5.2 Opinion of Robinson Silverman Pearce Aronsohn & Berman LLP as to the
legality of secuirities being registered.
10.1 Terex Corporation and Affiliates' 401(k) Retirement Savings Plan, as
amended.
23.1 Independent Accountants' Consent of Price Waterhouse LLP.
23.2 Consent of Independent Auditors - Ernst & Young LLP.
24.1 Power of Attorney (included on signature page of this Registration
Statement).
Item 9. Undertakings.
1 The undersigned registrant hereby undertakes:
a. To file, during any period in which offers or sales are being
made, a post-effective amendment to this Registration Statement:
(1) To include any prospectus required by Section 10(a)(3) of
the Securities Act;
(2) To reflect in the prospectus any facts or events arising
after the effective date of this Registration Statement (or
the most recent post-effective amendment hereof) which,
individually or in the aggregate, represent a fundamental
change in the information set forth in this Registration
Statement; and
(3) To include any material information with respect to the
plan of distribution not previously disclosed in this
Registration Statement or any material change to such
information in this Registration Statement;
provided, however, that paragraphs (1)(a)(i) and (1)(a)(ii) will not apply if
the information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed by the registrant pursuant to
Section 13 or Section 15(d) of the Exchange Act that are incorporated by
reference 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.
2. The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the
registrant's annual report pursuant to Section 13(a) or 15(d) of the Exchange
Act that is incorporated by reference in this Registration Statement 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.
3. Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and controlling persons
of the registrant pursuant to the foregoing provisions, or otherwise, the
registrant 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 registrant of expenses
incurred or paid by a director, officer or controlling person of the registrant
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 registrant 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 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
Westport, Connecticut, on the 14th day of February, 1996.
TEREX CORPORATION
By: /s/ Ronald M. DeFeo
Name: Ronald M. DeFeo
Title: President, Chief Executive Officer
and Chief Operating Officer
Pursuant to the requirements of the Securities Act of 1933, as
amended, the Plan administrator has duly caused this Registration Statement to
be signed on its behalf by the undersigned, thereunto duly authorized, in
Westport, Connecticut on the 14th day of February, 1996.
TEREX CORPORATION AND
AFFILIATES' 401(K) RETIREMENT
SAVINGS PLAN
By: ADMINISTRATIVE COMMITTEE OF
THE TEREX CORPORATION AND
AFFILIATES' 401(K) RETIREMENT
SAVINGS PLAN, as Plan
Administrator
By: /s/ Ronald M. DeFeo
Name: Ronald M. DeFeo
Title: President, Chief Executive
Officer and Chief Operating
Officer
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each individual whose signature
appears below hereby constitutes and appoints Ronald M. DeFeo and Marvin B.
Rosenberg, or either of them, as his true and lawful attorneys-in-fact and
agents 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, without limitation, post-effective amendments) to this
Registration Statement, and to file the same with all exhibits thereto, and all
documents in connection therewith, with the Securities and Exchange Commission,
granting said attorney-in-fact and agent, and each of them, 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 attorneys-in-fact
and agents, or any 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 dates indicated:
Signature Title Date
/s/ Ronald M. DeFeo President, February 14, 1996
Ronald M. DeFeo Chief Executive Officer,
Chief Operating Officer
and Director
(Principal Executive Officer)
/s/ Ralph T. Brandifino Senior Vice President, February 14, 1996
Ralph T. Brandifino Chief Financial Officer
(Principal Financial Officer
and Acting Principal
Accounting Officer)
/s/ Marvin B. Rosenberg Senior Vice President, February 14, 1996
Marvin B. Rosenberg General Counsel,
Secretary and Director
/s/ G. Chris Andersen Director February 14, 1996
G. Chris Andersen
/s/ William H. Fike Director February 14, 1996
William H. Fike
/s/ Bruce I. Raben Director February 14, 1996
Bruce I. Rabin
/s/ David A. Sachs Director February 14, 1996
David A. Sachs
/s/ Adam E. Wolf Director February 14, 1996
Adam E. Wolf
EXHIBIT INDEX
Exhibit
No. Description Page Number in
Signed Registration
Statement
4.1 Restated Certificate of Incorporation of Terex
Corporation (incorporated by reference to
Exhibit 3.1 to the Form S-1 Registration
Statement of Terex Corporation, Registration
No. 33-52297).
4.2 Restated By-Laws of Terex Corporation
(incorporated by reference to Exhibit 3.2 to
the Form S-1 Registration Statement of Terex
Corporation, Registration No. 33-52297).
4.3 Certificate of Designation of Preferences and
Rights of Series B Cumulative Redeemable
Convertible Preferred Stock of Terex Corporation
(incorporated by reference to Exhibit 3.3 to
the Form 10-K for the year ended December 31,
1994 of Terex Corporation, Commission File
No. 1-10702).
5.1 Internal Revenue Service determination letter
that the Plan is qualified under Section 401(k)
of the Internal Revenue Code.
5.2 Opinion of Robinson Silverman Pearce Aronsohn &
Berman LLP as to the legality of the securities
being registered.
10.1 Terex Corporation and Affiliates' 401(k) Retirement
Savings Plan, as amended.
23.1 Independent Accountants' Consent of Price
Waterhouse LLP.
23.2 Consent of Independent Auditors - Ernst & Young LLP.
24.1 Power of Attorney (included on signature page of
this Registration Statement).
EXHIBIT 5.1
INTERNAL REVENUE SERVICE DEPARTMENT OF THE TREASURY
DISTRICT DIRECTOR
G.P.O. BOX 1680
BROOKLYN, NY 11202
Employer Identification
Number
34-1531521
Date: Jul 31 1995 File Folder Number
063002764
TEREX CORPORATION Person to Contact
c/o JOHN E. DONAHUE JOHN LILJEHULT
700 NORTH WATER STREET #1500 Contact Telephone Number
MILWAUKEE, WI 53202-4273 (718) 488-2411
Plan Name:
TEREX CORPORATION AND
AFFILIATES 401K
RETIREMENT SAVINGS PLAN
Plan Number: 004
Dear Applicant:
We have made a favorable determination on your plan, identified above, based on
the information supplied. Please keep this letter in your permanent records.
Continued qualification of the plan under its present form will depend on its
effect in operation. (See section 1.401-1(b)(3) of the Income Tax
Regulations.) We will review the status of the plan in operation periodically.
The enclosed document explains the significance of this favorable determination
letter, points out some features that may affect the qualified status of your
employee retirement plan, and provides information on the resulting
requirements for your plan. It also describes some events that automatically
nullify it. It is very important that you read the publication.
This letter relates only to the status of your plan under the Internal Revenue
Code. It is not a determination regarding the effect of other federal or local
statutes.
This determination letter is applicable for the amendment(s) adopted on
December 30, 1994.
This plan has been mandatorily disaggregated, permissively aggregated, or
restructured to satisfy the nondiscrimination requirements.
This plan satisfies the nondiscrimination in amount requirement of section
1.401(a)(4)-1(b)(2) of the regulations on the basis of a design-based safe
harbor described in the regulations.
This letter is issued under Rev. Proc. 93-39 and considers the amendments
required by the Tax Reform Act of 1986 except as otherwise specified in this
letter.
The plan satisfies the nondiscriminatory current availability requirements of
section 1.401(a)(4)-4(b) of the regulations with respect to those benefits,
rights, and features that are currently available to all employees in the
plan's coverage group. For this purpose, the plan's coverage group consists of
those employees treated as currently benefiting for purposes of demonstrating
that the plan satisfies the minimum coverage requirements of section 410(b) of
the Code.
This letter may not be relied upon with respect to whether the plan satisfies
the qualification requirements as amended by the Uruguay Round Agreements Act,
Pub. L. 103-465.
We have sent a copy of this letter to your representative as indicated in the
power of attorney.
If you have questions concerning this matter, please contact the person whose
name and telephone number are shown above.
Sincerely yours,
Herbert J. Huff
District Director
Enclosures:
Publication 794
EXHIBIT 5.2
February 12, 1996
Terex Corporation
500 Post Road East
Westport, Connecticut 06880
Ladies and Gentlemen:
We refer to the Registration Statement on Form S-8 (the "Registration
Statement") to be filed by Terex Corporation, a Delaware corporation (the
"Company"), on or about the date hereof with the Securities and Exchange
Commission (the "Commission") in connection with the registration under the
Securities Act of 1933, as amended (the "Securities Act"), of (i) an
indeterminate amount of interests in the Terex Corporation and Affiliates
401(k) Retirement Savings Plan, as amended (the "Plan") and (ii) up to an
additional 400,000 shares of the Company's common stock, $.01 par value per
share (the "Common Stock"), which may be issued pursuant to the terms of the
Terex Corporation and Affiliates 401(k) Retirement Savings Plan, as amended
(the "Plan").
We are familiar with the Restated Certificate of Incorporation and the
By-laws of the Company and have examined copies of the Plan, the resolutions
adopted by the Company's Board of Directors and actions by the Company's
stockholders pertaining to the Plan, and originals or copies, certified or
otherwise identified to our satisfaction, of such other documents, evidence of
corporate action, certificates and other instruments, and have made such other
investigations of law and fact, as we have deemed necessary or appropriate for
the purposes of this opinion.
Based upon the foregoing, it is our opinion that:
1. the interest in the Plan if issued pursuant to the provisions thereof
will be legally issued; and
2. the up to 400,000 additional shares of Common Stock which may be
issued by the Company pursuant to the terms of the Plan have been duly
authorized and, when issued in accordance with the terms of the Plan, will be
validly issued, fully paid and non-assessable.
We hereby consent to the use of this opinion in the Registration Statement.
In giving this consent, we do not thereby admit that we come within the
category of persons whose consent is required under Section 7 of the Securities
Act or the Rules and Regulations of the Commission thereunder.
Very truly yours,
Robinson, Silverman, Pearce,
Aronsohn & Berman
AMENDMENT NUMBER THREE
TO THE
TEREX CORPORATION AND AFFILIATES'
401(K) RETIREMENT SAVINGS PLAN
WHEREAS, the Terex Corporation and Affiliates' 401(k) Retirement Savings
Plan (the "Plan") was amended and restated effective April 1, 1995; and
WHEREAS, Terex Corporation has determined the Plan should be amended to
modify the schedule of matching contributions and to permit Plan
participants to invest in securities of Terex Corporation.
NOW, THEREFORE, the Plan is hereby amended, effective January 1, 1996,
as follows:
1. The definition of Valuation Date set forth in Article 2
of the Plan is deleted in its entirety and the following
substituted therefor:
"Valuation Date" for Investment Funds offered by the
Insurance Company shall mean each business day of the
Insurance Company during the Plan Year. For Investment
Funds not offered by the Insurance Company, Valuation Date
shall mean such times during the Plan Year as designated
by the Administrative Committee.
2. Section 6.05 of the Plan is amended by adding the following
as the last paragraph:
The Administrative Committee shall have the authority to
offer an Investment Fund which may invest up to one hundred
percent (100%) of the fair market value of its assets in
"qualifying employer securities" as that term is defined
in ERISA.
3. Section 5.02 of Appendix I of the Plan is deleted in its
entirety and the following substituted therefor:
Section 5.02. Matching Contributions. Pursuant to
Section 5.02 of the Plan, this Appendix specifies that,
with respect to Elective Contributions and Voluntary
Contributions that are made for any pay period beginning
on or after January 1, 1996, the Company shall contribute
Basic Matching Contributions to the Trust, for the benefit
of each Participant covered by this Appendix, in an amount
equal to fifty percent (50%) of the sum of Elective
Contributions and Voluntary Contributions for any Plan
Year provided, however, that: (I) such Participant has
elected to make Elective Contributions and/or Voluntary
Contributions for any Plan Year equal to at least one
percent (1%) of his Compensation; and (ii) the Basic
Matching Contributions which the Company makes on behalf
of any such Participant for any Plan Year shall not exceed
three percent (3%) of his Compensation for such Plan Year.
Any Basic Matching Contributions which the Company makes
for any Plan Year on behalf of a Participant covered by
this Appendix shall be contributed to the Trust and
credited to the Participant's Basic Matching Contribution
Account and invested in such Investment Funds as designated
by the Administrative Committee.
In addition, pursuant to Section 5.02 of the Plan, this
Appendix further specifies that if the Company determines
that Supplemental Matching Contributions shall be made on
behalf of certain Participants covered by this Appendix,
then the President of the Company shall have the authority
to amend this Appendix to specify the Participants eligible
to receive Supplemental Matching Contributions, the rate(s)
of such Contributions, and any limitations on the total
amount of such Contributions.
4. Section 5.02 of Appendix II of the Plan is deleted in its
entirety and the following substituted therefor:
Section 5.02. Matching Contributions. Pursuant to
Section 5.02 of the Plan, this Appendix specifies that,
with respect to Elective Contributions and Voluntary
Contributions that are made for any pay period beginning
on or after January 1, 1996, CHMC shall contribute Basic
Matching Contributions to the Trust, for the benefit of
each Participant covered by this Appendix, in an amount
equal to fifty percent (50%) of the sum of Elective
Contributions and Voluntary Contributions for any Plan
Year provided, however, that: (I) such Participant has
elected to make Elective Contributions and/or Voluntary
Contributions for any Plan Year equal to at least one
percent (1%) of his Compensation; and (ii) the Basic
Matching Contributions which CHMC makes on behalf of
any such Participant for any Plan Year shall not exceed
three percent (3%) of his Compensation for such Plan Year.
Any Basic Matching Contributions which CHMC makes for any
Plan Year on behalf of a Participant covered by this
Appendix shall be contributed to the Trust and credited to
the Participant's Basic Matching Contribution Account.
In addition, pursuant to Section 5.02 of the Plan, this
Appendix further specifies that if CHMC determines that
Supplemental Matching Contributions shall be made on behalf
of certain Participants covered by this Appendix, then the
President of Terex Corporation shall have the authority to
amend this Appendix to specify the Participants eligible to
receive Supplemental Matching Contributions, the rate(s) of
such Contributions, and any limitations on the total amount
of such Contributions.
Matching Contributions made under this Section 5.02 may
be made in cash or in "qualifying employer securities" as
that term is defined in ERISA.
5. Section 9.01 of the Plan is deleted in its entirety and the
following substituted therefor:
Distributions to a Participant or Beneficiary from this
Trust shall be paid in cash in a single payment. However,
a Participant who invests his Account with an Investment
Fund which invest in common stock of Terex Corporation may
elect to receive an in-kind distribution from such Fund.
6. Section 10.05 of the Plan is deleted in its entirety and
the following substituted therefor:
A withdrawal paid pursuant to this Article will first be
paid proportionately from all Investment Funds offered by
the Insurance Company to which the Participant's Accounts
are allocated, and then from an Investment Fund which
invests in common stock of Terex Corporation.
7. Section 10.07 of the Plan is deleted in its entirety and
the following substituted therefor:
Distributions to a Participant or Beneficiary from the
Trust shall be paid in cash in a single payment.
However, a Participant who invests his Account with an
Investment Fund which invests in common stock of Terex
Corporation may elect to receive an in-kind distribution
from such Fund.
8. Section 11.10 of the Plan is deleted in its entirety and
the following substituted therefor:
Participant loans shall first be made from all Investment
Funds offered by the Insurance Company in the following
order:
(a) Loans shall first be made from a Participant's
Elective Contributions Account;
(b) To the extent necessary, loans shall then be made
from a Participant's Rollover Account;
(c) To the extent necessary, loans shall then be made
from Participant's Matching Contribution Account;
(d) To the extent necessary, loans shall then be made
from Participant's Profit Sharing Contribution Account; and
(e) To the extent necessary, loans shall then be made
from Participant's Voluntary Contribution Account.
Participant loans shall lastly be made from an
Investment Fund which invests in commons stock of
Terex Corporation.
TEREX CORPORATION
By: Ronald M. DeFeo
Date: February 14, 1996
Exhibit 23.1
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in this Registration
Statement on Form S-8 of our report dated March 28, 1995 appearing on page F-2
of the Terex Corporation Annual Report on Form 10-K for the year ended December
31, 1994.
PRICE WATERHOUSE LLP
February 12, 1996
Exhibit 23.2
CONSENT OF ERNST & YOUNG LLP, INDEPENDENT AUDITORS
We consent to the incorporation by reference in the Registration Statement
(Form S-8) pertaining to the Terex Corporation and Affiliates' 401(k)
Retirement Savings Plan of our report dated August 22, 1995, with respect to
the combined financial statements of PPM S.A. and Legris Industries, Inc.
included in Amendment No. 1 to Form 8-K/A dated August 28, 1995, filed with the
Securities and Exchange Commission
Greenville, South Carolina
February 14, 1996
