As filed with the Securities and Exchange Commission on January 30, 1996.
Registration No. 33-52711
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-1/A
AMENDMENT NO. 3
TO
FORM S-1
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
TEREX CORPORATION
(Exact name of Registrant as specified in its charter)
Delaware 3537 34-1531521
(State or other (Primary standard (I.R.S. employer
jurisdiction of industrial identification no.)
incorporation classification
or organization) code number)
500 Post Road East
Westport, Connecticut 06880
(203) 222-7170
(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 Aronsohn & Berman
1290 Avenue of the Americas
New York, New York 10104
Attention: Stuart A. Gordon, Esq.
Eric I Cohen, Esq.
Skadden, Arps, Slate, Meagher & Flom
300 South Grand Avenue
Los Angeles, California 90071
Attention: Michael A. Woronoff, 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]
If this form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act of 1933, please check the
following box and list the Securities Act registration statement number of the
earlier effective registration statement for the same offering. [ ]
If this Form is a post-effective amendment filed pursuant to Rule 462(c) under
the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same
offering. [ ]
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. [ ]
CALCULATION OF REGISTRATION FEE
Title of Proposed Proposed
Each Class Maximum Maximum
of Securities Amount Offering Aggregate Amount of
to be to be Price Offering Registration
Registered Registered per Share(1) Price(1) Fee
Series A Cumulative
Redeemable Convertible
Preferred Stock,
par value $.01 1,200,000 $23.00 $27,600,000 $9,517.24
Common Stock,
par value
$.01 (3) 2,700,000 --- (2) --- (2) --- (2)
(1)Estimated solely for purposes of calculation of the registration fee.
(2)Pursuant to Rule 457(i), no separate registration fee is required for the
Common Stock when the Preferred Stock convertible into such Common Stock is
being registered at the same time.
(3)Represents shares of Common Stock which may be received upon conversion of
the Preferred Stock from and after the effective date of this Registration
Statement. Pursuant to Rule 416, there are also being registered such
additional shares of Common Stock which may become issuable pursuant to the
anti-dilution provisions of such Preferred Stock.
__________________________
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.
33-52711, as set forth on the following pages. The information set forth
herein was omitted from Amendment No 2. to the electronic S-1 filing, which
was effected by direct transmission to the Commission's EDGAR system on January
24, 1996.
PART II
Item 16 Exhibits and Financial Statement Schedules
(a) Exhibits (Index)
Exhibit 23.2 Consent of Ernst & Young LLP
(b) Financial Statement Schedules (Index)
SIGNATURES
Item 16. Exhibits and Financial Statement Schedules
3.1 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).
3.2 Restated Bylaws of Terex Corporation (incorporated by reference to
Exhibit 3.2 to the Form S-1 Registration Statement of Terex Corporation,
Registration No. 33-52297).
3.3 Certificate of Designation of Preferences and Rights of Series B
Cumulative Redeemable Convertible Preferred Stock ("Series B 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).
4.1 Warrant Agreement dated as of December 20, 1993 between Terex
Corporation and Mellon Securities Trust Company, as Warrant Agent (incorporated
by reference to Exhibit 4.40 to the Form S-1 Registration Statement of Terex
Corporation, Registration No. 33-52297).
4.2 Form of Series A Warrant (incorporated by reference to Exhibit 4.41 to
the Form S-1 Registration Statement of Terex Corporation, Registration No.
33-52297).
4.3 Form of Series A Preferred Stock certificate (incorporated by reference
to Exhibit 4.42 to the Form S-1 Registration Statement of Terex Corporation,
Registration No. 33-52711).
4.4 Form of Series B Warrant (incorporated by reference to Exhibit 4.43 to
the Form 10-K for the year ended December 31, 1994 of Terex Corporation,
Commission File No. 1-10702).
4.5 Form of Series B Preferred Stock Certificate (incorporated by reference
to Exhibit 4.44 to the Form 10-K for the year ended December 31, 1994 of Terex
Corporation, Commission File No. 1-10702).
4.6 Form of 13-1/4% Senior Secured Notes Due 2002 of Terex Corporation
(incorporated by reference to Exhibit 4.6 of the Amendment No. 1 to the Form
S-1 Registration Statement of Terex Corporation, Registration No. 33-52711).
4.7 Indenture dated as of May 9, 1995 among the Company, the Guarantors
referred to therein and United States Trust Company of New York, as Trustee
(incorporated by reference to Exhibit 4.7 of the Amendment No. 1 to the Form
S-1 Registration Statement of Terex Corporation, Registration No. 33-52711).
5.1 Opinion of Robinson Silverman Pearce Aronsohn & Berman LLP as to the
legality of the shares 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 1994 Terex Corporation Long Term Incentive Plan (incorporated by
reference to Exhibit 10.2 to the Form 10-K for the year ended December 31, 1994
of Terex Corporation, Commission File No. 1-10702).
10.3 Terex Corporation Employee Stock Purchase Plan (incorporated by
reference to Exhibit 10.3 to the Form 10-K for the year ended December 31, 1994
of Terex Corporation, Commission File No. 1-10702).
10.4 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).
10.5 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).
10.6 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).
10.7 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 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).
10.10Trademark 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).
10.11Trademark 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).
10.12License 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).
10.14Termination, General Release and Waiver Agreement, dated as of June 29,
1993, between Clark Material Handling Company and Gary D. Bello (incorporated
by reference to Exhibit 10.21 to the Form S-1 Registration Statement of Terex
Corporation, Registration No. 33-52297).
10.15Form of Purchase Agreement dated as of December 20, 1993 between Terex
Corporation and the purchasers of Series A Warrants and shares of Series A
Preferred Stock of Terex Corporation (incorporated by reference to Exhibit
10.22 to the Form S-1 Registration Statement of Terex Corporation, Registration
No. 33-52297).
10.16Registration Rights Agreement dated as of December 20, 1993 between
Terex Corporation and the purchasers of Series A Warrants (incorporated by
reference to Exhibit 10.23 to the Form S-1 Registration Statement of Terex
Corporation, Registration No. 33-52297).
10.17Registration Rights Agreement dated as of December 20, 1993 between
Terex Corporation and the purchasers of shares of Series A Preferred Stock of
Terex Corporation (incorporated by reference to Exhibit 10.24 to the Form S-1
Registration Statement of Terex Corporation, Registration No. 33-52297).
10.18Series B Preferred Stock and Warrants Registration Rights Agreement
(incorporated by reference to Exhibit 10.27 to the Form 10-K for the year ended
December 31, 1994 of Terex Corporation, Commission File No. 1-10702).
10.19Agreement 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).
10.20Management Agreement Amendment, dated January 1, 1993, between KCS
Industries, Inc. and Terex Corporation (incorporated by reference to Exhibit
10.26 to the Form S-1 Registration Statement of Terex Corporation, Registration
No. 33-52297).
10.21Management Agreement Termination Agreement, dated January 1, 1994,
between KCS Industries, L.P. and Terex Corporation (incorporated by reference
to Exhibit 10.27 to the Form S-1 Registration Statement of Terex Corporation,
Registration No. 33-52297).
10.22Amendment to Management Agreement Termination Agreement, dated October
17, 1994, between KCS Industries , L.P. and Terex Corporation (incorporated by
reference to Exhibit 10.31 to the Form 10-K for the year ended December 31,
1994 of Terex Corporation, Commission File No. 1-10702).
10.23Credit Facility, dated December 23, 1993, among Terex Equipment Limited,
Terex Corporation and Standard Chartered Bank (incorporated by reference to
Exhibit 10.28 to the Form S-1 Registration Statement of Terex Corporation,
Registration No. 33-52297).
10.24Amended and Restated Stock Purchase Agreement by and between CMH
Acquisition Corp. and DAC Acquisition Corp. with respect to the sale of the
outstanding stock of Drexel Industries dated as of April 15, 1994 (incorporated
by reference to Exhibit 10.33 to the Form 10-K for the year ended December 31,
1994 of Terex Corporation, Commission File No. 1-10702).
10.25Share Purchase Agreement, as amended, between Terex Cranes, Inc. and
Legris Industries, S.A. and Potain, S.A. (incorporated by reference to Exhibit
10.1 to the From 8-K for May 9, 1995, Commission File No. 1-10702).
10.26Certificate of Designation of Terex Cranes, Inc. with respect to its
Series A Redeemable Exchangeable Preferred Stock (incorporated by reference to
Exhibit 10.2 to the From 8-K for May 9, 1995, Commission File No. 1-10702).
10.27 Stockholders Agreement dated as of May 9, 1995 by and among Terex
Corporation, Legris Industries S.A., Potain S.A. and Terex Cranes, Inc.
(incorporated by reference to Exhibit 10.3 to the From 8-K for May 9, 1995,
Commission File No. 1-10702).
10.28Purchase Agreement, dated as of April 27, 1995, among Terex Corporation
(the "Company"), certain of its subsidiaries and Jefferies & Company, Inc.
("Jefferies") and Dillon, Read & Co. Inc. (together with Jefferies, the
"Purchasers") (incorporated by reference to Exhibit 10.28 of the Amendment No.
1 to the Form S-1 Registration Statement of Terex Corporation, Registration No.
33-52711).
10.29Common Stock Appreciation Rights Agreement dated as of May 9, 1995
between the Company and United States Trust Company of New York, as Rights
Agents (incorporated by reference to Exhibit 10.29 of the Amendment No. 1 to
the Form S-1 Registration Statement of Terex Corporation, Registration No.
33-52711).
10.30Debt Registration Rights Agreement dated as of May 9, 1995 among the
Company and the Purchasers (incorporated by reference to Exhibit 10.30 of the
Amendment No. 1 to the Form S-1 Registration Statement of Terex Corporation,
Registration No. 33-52711).
10.31SAR Registration Rights Agreement dated as of May 9, 1995 among the
Company and the Purchasers (incorporated by reference to Exhibit 10.31 of the
Amendment No. 1 to the Form S-1 Registration Statement of Terex Corporation,
Registration No. 33-52711).
10.32Security and Pledge Agreement dated as of May 9, 1995 between the
Company and United States Trust Company of New York, as Collateral Agent
(incorporated by reference to Exhibit 10.32 of the Amendment No. 1 to the Form
S-1 Registration Statement of Terex Corporation, Registration No. 33-52711).
10.33 Subsidiary Security and Pledge Agreement dated as
of May 9, 1995 between certain subsidiaries of the Company and United States
Trust Company of New York, as Collateral Agent (incorporated by reference to
Exhibit 10.33 of the Amendment No. 1 to the Form S-1 Registration Statement of
Terex Corporation, Registration No. 33-52711).
10.34Loan and Security Agreement dated as of May 9, 1995 among Terex
Corporation, Clark Material Handling Company, Koehring Cranes, Inc. and PPM
Cranes, Inc. and Congress Financial Corporation and Foothill Capital
Corporation, for itself and as agent (incorporated by reference to Exhibit
10.34 of the Amendment No. 1 to the Form S-1 Registration Statement of Terex
Corporation, Registration No. 33-52711).
10.35Guarantee dated as of May 9, 1995 from Terex Corporation, Koehring
Cranes, Inc., PPM Cranes, Inc. and CMH Acquisition Corp. and Legris Industries,
Inc. (incorporated by reference to Exhibit 10.35 of the Amendment No. 1 to the
Form S-1 Registration Statement of Terex Corporation, Registration No.
33-52711).
10.36Guarantee dated as of May 9, 1995 from Terex Corporation, Clark Material
Handling Company, PPM Cranes, Inc. and CMH Acquisition Corp. and Legris
Industries, Inc. (incorporated by reference to Exhibit 10.36 of the Amendment
No. 1 to the Form S-1 Registration Statement of Terex Corporation, Registration
No. 33-52711).
10.37Guarantee dated as of May 9, 1995 from Terex Corporation, Clark Material
Handling Company, Koehring Cranes, Inc. and CMH Acquisition Corp. and Legris
Industries, Inc. (incorporated by reference to Exhibit 10.37 of the Amendment
No. 1 to the Form S-1 Registration Statement of Terex Corporation, Registration
No. 33-52711).
10.38Guarantee dated as of May 9, 1995 from Clark Material Handling Company,
Koehring Cranes, Inc., PPM Cranes, Inc. and CMH Acquisition Corp. and Legris
Industries, Inc. (incorporated by reference to Exhibit 10.38 of the Amendment
No. 1 to the Form S-1 Registration Statement of Terex Corporation, Registration
No. 33-52711).
10.39Agreement dated as of November 2, 1995 between Terex Corporation, a
Delaware corporation, and Randolph W. Lenz (incorporated by reference to
Exhibit 10 to the Form 10-Q for the quarter ended September 30, 1995,
Commission File No. 1-10702).
11.1 Computation of per share earnings (incorporated by reference to Exhibit
11.1 of the Amendment No 2 to the Form S-1 Registration Statement of Terex
Corporation, Registration No. 33-52711).
12.1 Computation of ratio of earnings to fixed charges (incorporated by
reference to Exhibit 12.1 of the Amendment No 2 to the Form S-1 Registration
Statement of Terex Corporation, Registration No. 33-52711).
21.1 Subsidiaries of Terex Corporation (incorporated by reference to Exhibit
21.1 of the Amendment No 2 to the Form S-1 Registration Statement of Terex
Corporation, Registration No. 33-52711).
23.1 Independent Accountants' Consent of Price Waterhouse LLP - Stamford,
Connecticut (incorporated by reference to Exhibit 23.1 of the Amendment No 2 to
the Form S-1 Registration Statement of Terex Corporation, Registration No.
33-52711).
23.2 Independent Auditors' Consent of Ernst & Young LLP -- Greenville, South
Carolina. *
23.3 Consent of Robinson Silverman Pearce Aronsohn & Berman LLP (included as
part of the Exhibit 5.1). **
24.1 Power of Attorney (included on signature page of this Registration
Statement).
____________________
* Filed herewith.
** To be filed by amendment.
(b) Financial Statement Schedules Page
Terex Corporation
Report of Price Waterhouse (included as part of Exhibit 23.1)
Report of Ernst & Young LLP (included as part of Exhibit 23.2)
Schedule II -- Valuation and Qualifying Accounts and Reserves II-5
All other schedules are omitted as the required information is inapplicable or
the information is presented in the consolidated financial statements or
related notes.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, the
Registrant has duly caused this Amendment No. 3 to the Registration Statement
to be signed on its behalf by the undersigned, thereunto duly authorized, in
the City of Westport, State of Connecticut, on January 30, 1996.
TEREX CORPORATION
By:/s/ Ronald M. DeFeo
Ronald M. DeFeo,
President and Chief Executive Officer
and Chief Operating Officer
Pursuant to the requirements of the Securities Act of 1933, as amended, this
Amendment Number 3 to the Registration Statement has been signed by the
following persons in the capacities and on the date(s) indicated.
Name Title Date
/s/ Ronald M. DeFeo President, Chief Executive January 30, 1996
Ronald M. DeFeo Officer and Director
(Principal Executive Officer)
and Chief Operating Officer
/s/ Ralph T. Brandifino * Senior Vice President and January 30, 1996
Ralph T. Brandifino Chief Financial Officer
(Principal Financial Officer
and acting Principal
Accounting Officer)
/s/ Marvin B. Rosenberg * Senior Vice President, January 30, 1996
Marvin B. Rosenberg General Counsel, Secretary
and Director
/s/ G. Chris Andersen * Director January 30, 1996
G. Chris Andersen
/s/ William H. Fike * Director January 30, 1996
William H. Fike
/s/ Bruce I. Raben * Director January 30, 1996
Bruce I. Raben
/s/ David A. Sachs * Director January 30, 1996
David A. Sachs
/s/ Adam E. Wolf * Director January 30, 1996
Adam E. Wolf
* By: /s/ Ronald M. DeFeo
Ronald M. DeFeo
Attorney-in-fact
- -----------------------------------------------------------------------------
TEREX CORPORATION AND SUBSIDIARIES
SCHEDULE II - VALUATION AND QUALIFYING ACCOUNTS AND RESERVES
(Amounts in thousands)
Balance Additions
Beginning Charges to Balance End
of Year Earnings Other Deductions(1) of Year
Year ended
December 31, 1994:
Deducted from
asset accounts:
Allowance for
doubtful
accounts $ 7,478 $ 1,018 $ --- $(2,382) $ 6,114
Reserve for
excess and
obsolete
inventory 20,670 7,561 --- (7,154) 21,077
Totals $ 28,148 $ 8,579 $ --- $(9,536) $ 27,191
Year ended
December 31, 1993:
Deducted from
asset accounts:
Allowance for
doubtful
accounts $ 6,348 $ 1,713 $ --- $ (583) $ 7,478
Reserve for
excess and
obsolete
inventory 22,364 7,478 --- (9,172) 20,670
Totals $ 28,712 $ 9,191 $ --- $(9,755) $ 28,148
Year ended
December 31, 1992:
Deducted from
asset accounts:
Allowance for
doubtful
accounts $ 1,932 $ 642 $ 4,462 (2) $ (688) $ 6,348
Reserve for
excess and
obsolete
inventory 20,135 2,545 691 (3) (1,007) 22,364
Totals $ 22,067 $ 3,187 $ 5,153 $ (1,695) $ 28,712
(1) Utilization of established reserves, net of recoveries.
(2) Added with the acquisition of businesses.
(3) Includes balances reclassified to other accounts.
EXHIBIT 23.2
CONSENT OF ERNST & YOUNG LLP, INDEPENDENT AUDITORS
We consent to the reference to our firm under the caption "Experts" and to the
use of our report dated August 22, 1995, in Amendment No. 2 to the Registration
Statement (Form S-1 No. 33-52711) and related Prospectus of Terex Corporation
for the Registration of 1,200,000 shares of its Series A Cumulative Redeemable
Convertible Preferred Stock (the "Preferred Stock") and the shares of its
common stock issuable upon the conversion of the Preferred Stock.
ERNST & YOUNG LLP
Greenville, South Carolina
January 24, 1996
