UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 11-K
(Mark One)
[X] ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934 [NO FEE REQUIRED]
For the fiscal year ended December 31, 1996
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934 [NO FEE REQUIRED]
For the transition period from ________ to _______
Commission file number: 1-10702
A. Full title of the plan and the address of the plan, if different from that
of the issuer named below:
The Terex Corporation and Affiliates' 401(k) Retirement Savings Plan
for Represented Employees
B. Name of issuer of the securities held pursuant to the plan and the address
of its principal executive office:
Terex Corporation
500 Post Road East, Suite 320
Westport, Connecticut 06880
<PAGE>
TEREX CORPORATION AND AFFILIATES' 401(k)
RETIREMENT SAVINGS PLAN FOR REPRESENTED EMPLOYEES
TABLE OF CONTENTS
- -------------------------------------------------------------------------------
Page
REPORT OF INDEPENDENT ACCOUNTANTS.........................................1
FINANCIAL STATEMENTS:
Statements of Net Assets Available for Benefits..................2
Statement of Changes in Net Assets Available for Benefits........3
Notes to Financial Statements..................................4-8
SUPPLEMENTAL SCHEDULES:
Item 27(a) - Assets Held for Investment Purposes.................9
Item 27(d) - Reportable Transactions............................10
<PAGE>
Report of Independent Accountants
To the Participants and Administrative Committee of the
Terex Corporation and Affiliates'
401(k) Retirement Savings Plan for Represented Employees
In our opinion, the accompanying statements of net assets available for benefits
and the related statement of changes in net assets available for benefits
present fairly, in all material respects, the net assets available for benefits
of the Terex Corporation and Affiliates' 401(k) Retirement Savings Plan for
Represented Employees (the "Plan") at December 31, 1996 and 1995, and the
changes in net assets available for benefits for the year ended December 31,
1996, in conformity with generally accepted accounting principles. These
financial statements are the responsibility of the Plan's management; our
responsibility is to express an opinion on these financial statements based on
our audits. We conducted our audits of these statements in accordance with
generally accepted auditing standards which require that we plan and perform the
audit to obtain reasonable assurance about whether the financial statements are
free of material misstatement. An audit includes examining, on a test basis,
evidence supporting the amounts and disclosures in the financial statements,
assessing the accounting principles used and significant estimates made by the
Plan's management, and evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for the opinion expressed
above.
Our audits were performed for the purpose of forming an opinion on the basic
financial statements taken as a whole. The additional information included in
the supplemental schedules listed in the accompanying index is presented for
purposes of additional analysis and is not a required part of the basic
financial statements but is additional information required by ERISA. Such
information has been subjected to the auditing procedures applied in the audits
of the basic financial statements and, in our opinion, is fairly stated in all
material respects in relation to the basic financial statements taken as a
whole.
Price Waterhouse LLP
Stamford, Connecticut
June 27, 1997
<PAGE>
TEREX CORPORATION AND AFFILIATES' 401(k)
RETIREMENT SAVINGS PLAN FOR REPRESENTED EMPLOYEES
<TABLE>
<CAPTION>
STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS
AS OF DECEMBER 31
1996 1995
----------------- -----------------
<S> <C> <C>
ASSETS:
Investments:
Mutual funds, at fair value............................................ $ 969,480 $ 517,129
Corporate common stock, at fair value.................................. 26,225 ---
Loans to participants.................................................. 37,916 18,045
----------------- -----------------
Total investments................................................. 1,033,621 535,174
----------------- -----------------
Receivables:
Employee contributions................................................. 12,480 44,553
Employer contributions................................................. 782 471
Interest on participants loans......................................... 486 240
----------------- -----------------
Total receivables................................................. 13,748 45,264
----------------- -----------------
NET ASSETS AVAILABLE FOR BENEFITS.......................................... $ 1,047,369 $ 580,438
================= =================
</TABLE>
See notes to financial statements.
<PAGE>
<TABLE>
<CAPTION>
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS
FOR THE YEAR ENDED DECEMBER 31, 1996
<S> <C>
ADDITIONS:
Investment income.................................... $ 30,599
Employee contributions............................... 397,666
Employer contributions............................... 18,197
-----------------
Total additions................................. 446,462
-----------------
DEDUCTIONS:
Withdrawals.......................................... 35,071
Administrative fees.................................. 1,115
-----------------
Total deductions................................ 36,186
-----------------
NET APPRECIATION IN AGGREGATE FAIR VALUE OF INVESTMENTS.. 56,655
NET CHANGE...................................... 466,931
-----------------
NET ASSETS AVAILABLE FOR BENEFITS
Beginning of period.................................. 580,438
-----------------
End of period........................................ $ 1,047,369
=================
</TABLE>
See notes to financial statements.
<PAGE>
NOTES TO FINANCIAL STATEMENTS
1. DESCRIPTION OF THE PLAN
General - The Terex Corporation and Affiliates' 401(k) Retirement
Savings Plan for Represented Employees (the "Plan") was established on
January 1, 1987. The Plan is a contributory, defined contribution plan
that covers certain eligible employees of Terex Corporation and its
subsidiaries ("Terex" or the "Company") meeting minimum eligibility
requirements, and is designed to provide a savings vehicle for
employees. Certain officers of Terex serve as trustees of the Plan (the
"Trustees"). The investments of the Plan are held by Massachusetts
Mutual Life Insurance Company ("Mass Mutual").
The Plan is subject to the provisions of the Employee Retirement
Income Security Act of 1974 (ERISA).
An Administrative Committee, consisting of at least three members
appointed by the Company's Board of Directors, administers the benefit
structure of the Plan. The Company is considered the Plan Administrator
for purposes of ERISA.
Terms for each subsidiary location are negotiated under separate
collective bargaining agreements and differ with respect to
participant contributions, employer contributions and loans to
participants. The general provisions for each location are discussed
below.
Participants - Hourly-rate employees are eligible to participate on the
date that they complete six months of service.
Participant Contributions - Participants may contribute up to 20% of
their compensation. The maximum pre-tax contribution permitted under
Internal Revenue Service regulations in 1996 was $9,500.
Employer Contributions - The plan in effect at the Terex Distribution
Center provides for an employer contribution. For this plan the Company
will match 50% of the employee's contribution, up to a maximum of 3% of
the employee's salary. The contribution matched by Terex for this plan
is made in Terex Common Stock. Prior to January 1, 1996 this plan
provided for an employer match of the employee's contribution, up to a
maximum of 2% of the employee's salary. This matching contribution was
made in cash and was invested in the Plan as directed by the employee.
Vesting - Participants are fully vested in their voluntary
contributions plus actual earnings thereon. Participants are fully
vested in their total accounts upon their normal retirement date.
Normal retirement age is 65 for all employees. Prior to the normal
retirement date, participants vest in the employer contribution after
one year of eligible service.
Forfeitures - Nonvested employer contributions of terminated employees
become forfeitures and are held in a separate account and, after a five
year break in service, shall be used to reduce future employer
contributions.
Allocation of Earnings - Each participant's account is credited with
the participant's contributions and an allocation of earnings from the
respective investment funds. A participant's contributions are used to
purchase shares in the various investment funds. The value of and the
earnings credited to a participant's account are based on the
proportionate number of shares owned by the participant and the fair
value of the investment on the valuation date, as determined by Mass
Mutual.
<PAGE>
Payment of Benefits - Upon retirement, disability, or death, the entire
balance of the participant's account becomes payable to the participant
or designated beneficiary. Upon any other termination of employment,
the participant receives the vested portion of his/her account;
however, if the vested portion of participant's accout is greater than
$3,500 he/she can elect to keep his/her investments in the Plan.
Withdrawals are also permitted for financial hardship or upon
attainment of age 59-1/2 under certain provisions of the Plan. All
benefits are paid in a lump sum.
Participant Loans - Participants at certain locations may obtain loans
in an amount equal to the lesser of $50,000 or 50% of the vested
portion of their account balance, subject to the discretion of the Plan
Administrator and certain other restrictions. Terms of all loans are
established by the Plan Administrator.
The above brief description of the Plan is intended to give a general
summary of the principal provisions of the Plan. Further information
about the Plan is contained in the Terex Corporation and Affiliates'
401(k) Retirement Savings Plan for Represented Employees Summary Plan
Description. This booklet is available from the Company.
2. SIGNIFICANT ACCOUNTING POLICIES
Basis of Accounting - The accompanying financial statements have been
prepared on the accrual basis. The Form 5500 reports filed with the
Department of Labor have been prepared on a cash basis and record
Company and employee contributions when received.
Investments - Plan investments are stated at fair value based on
published market prices or other independent sources. Loans to
participants are valued at cost which approximates fair value. Net
appreciation (depreciation) in aggregate fair value of investments is
comprised of all realized and unrealized gains and losses during the
year.
Expenses - Fees and expenses related to administering the Plan are
generally paid by Terex.
Withdrawals - Withdrawals are recognized at the time of distribution
to the participant.
Use of Estimates - The preparation of financial statements in
conformity with generally accepted accounting principles requires
management to make estimates and assumptions that affect the reported
amounts of assets and liabilities and disclosure of contingent assets
and liabilities at the date of the financial statements and the
reported amounts of revenues and expenses during the reporting period.
Actual results could differ from those estimates.
<PAGE>
3. INVESTMENTS
The investments of the Plan are held and managed by Mass Mutual. A
schedule of investments held at December 31, 1996 and 1995 follows:
<TABLE>
<CAPTION>
1996 1995
--------------------------------- ---------------------------------
Market Cost Market Cost
---------------- ---------------- ---------------- ----------------
<S> <C> <C> <C> <C>
Mass Mutual Group
Annuity Contract Fixed Fund*............... $ 566,208 $ 566,208 $ 298,244 $ 298,244
Mass Mutual Value Equity Fund*............... 97,133 78,792 49,752 43,659
Mass Mutual Destiny Aggressive Fund*......... 65,095 55,384 40,729 37,567
Mass Mutual Destiny Conservative Fund........ 19,569 17,680 9,749 9,092
Mass Mutual Destiny All Equity Fund*......... 73,936 60,383 41,770 37,851
Mass Mutual Destiny Moderate Fund............ 45,812 39,751 25,047 23,110
Mass Mutual Core Bond Fund................... 14,675 13,610 8,952 8,270
Mass Mutual International Equity Fund........ 23,174 19,779 15,112 14,662
Mass Mutual Growth Fund...................... 36,197 30,580 14,041 12,777
Mass Mutual Small Cap Value Equity Fund...... 27,681 22,452 13,733 12,509
Terex Corporation Common Stock............... 26,225 16,863 --- ---
Loans to Participants........................ 37,916 37,916 18,045 18,045
---------------- ---------------- ---------------- ----------------
TOTAL.................................... $ 1,033,621 $ 959,398 $ 535,174 $ 515,786
================ ================ ================ ================
<FN>
* Investment represents 5% or more of net assets available for benefits at
December 31, 1996.
</FN>
</TABLE>
<PAGE>
Participant and employer contributions are allocated to investment programs in
accordance with the participant's election. The following is a summary of
changes in net assets available for benefits by investment program for the year
ended December 31, 1996:
<TABLE>
<CAPTION>
(TABLE PART 1)
Mass Mutual Mass Mass Mass Mass Mass
Group Mutual Mutual Mutual Mutual Mutual
Annuity Value Destiny Destiny Destiny Destiny
Contract Equity Aggressive Conservative All Equity Moderate
Fixed Fund Fund Fund Fund Fund Fund
-------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Net assets available for benefits
at January 1, 1996...............$ 298,244 $ 49,752 $ 40,729 $ 9,749 $ 41,770 $ 25,047
Additions:
Investment income and gain/loss.. 30,018 13,144 7,295 1,310 10,958 4,371
Contributions, loan repayments
& transfers.................... 286,008 38,885 25,018 9,286 30,300 18,238
Deductions - Benefits, loans issued
& transfers...................... (48,062) (4,648) (7,947) (776) (9,092) (1,844)
=========================================================================
Net assets available for benefits
at December 31, 1996.............$ 566,208 $ 97,133 $ 65,095 $ 19,569 $ 73,936 $ 45,812
=========================================================================
</TABLE>
<TABLE>
<CAPTION>
(TABLE PART 2)
Mass Mass
Mutual Mutual
Mass Inter- Mass Small Cap Terex
Mutual national Mutual Value Corporation
Core Bond Equity Growth Equity Common Loans to
Fund Fund Fund Fund Stock Participants Total
-----------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C>
Net assets available for benefits
at January 1, 1996...............$ 8,952 $ 15,112 $ 14,041 $ 13,733 $ --- $ 18,045 $ 535,174
Additions:
Investment income and gain/loss.. 449 3,572 5,148 4,867 6,122 --- 87,254
Contributions, loan repayments
& transfers.................... 6,054 9,068 22,400 13,707 21,090 39,011 519,065
Deductions - Benefits, loans issued
& transfers...................... (780) (4,578) (5,392) (4,626) (987) (19,140) (107,872)
===================================================================================
Net assets available for benefits
at December 31, 1996.............$ 14,675 $ 23,174 $ 36,197 $ 27,681 $ 26,225 $ 37,916 $1,033,621
===================================================================================
</TABLE>
<PAGE>
4. INCOME TAX STATUS
The Internal Revenue Service (IRS) has notified the Plan Administrator
that the Plan qualified under Sections 401(a) and 401(k) of the
Internal Revenue Code (IRC) at the date of application for
determination and is, therefore, not subject to tax under present
income tax law. Once qualified, the Plan is required to operate in
conformity with the IRC to maintain its tax exempt status. It is the
opinion of the Plan Administrator that the Plan continues to be
qualified and exempt from tax under Sections 401(a) and 401(k) of the
IRC.
5. TERMINATION OF THE PLAN
The Company believes that the Plan will continue without interruption
but reserves the right to discontinue the Plan. In the event that such
discontinuance results in the complete or partial termination of the
Plan, the balance in each participant's account will be distributed by
the Massachusetts Mutual Life Insurance Company.
<PAGE>
TEREX CORPORATION AND AFFILIATES' 401(k) EIN #38-2863240
RETIREMENT SAVINGS PLAN FOR REPRESENTED EMPLOYEES PLAN #006
<TABLE>
<CAPTION>
SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES - ITEM 27(a)
AS OF DECEMBER 31, 1996
Par Value or
Number of
Description Shares/Units Fair Value Cost
- --------------------------------------------------------------- -------------- ----------------- -----------------
<S> <C> <C> <C>
MUTUAL FUNDS:
Mass Mutual Group Annuity Contract Fixed Fund............. 49,200 $ 566,208 $ 566,208
Mass Mutual Value Equity Fund............................. 28 97,133 78,792
Mass Mutual Destiny Aggressive Fund....................... 474 65,095 55,384
Mass Mutual Destiny Conservative Fund..................... 150 19,569 17,680
Mass Mutual Destiny All Equity Fund....................... 506 73,936 60,383
Mass Mutual Destiny Moderate Fund......................... 343 45,812 39,751
Mass Mutual Core Bond Fund................................ 18 14,675 13,610
Mass Mutual International Equity Fund..................... 119 23,174 19,779
Mass Mutual Growth Fund................................... 215 36,197 30,580
Mass Mutual Small Cap Value Equity Fund................... 56 27,681 22,452
----------------- -----------------
Total Mutual Funds...................................... 969,480 904,619
COMMON STOCK:
Terex Corporation Common Stock............................ 1,547 26,225 16,863
LOANS TO PARTICIPANTS, AT INTEREST RATES RANGING FROM 10.25%
TO 11.0%, MATURING THROUGH JANUARY 15, 2001...............
37,916 37,916
----------------- -----------------
TOTAL ASSETS HELD FOR INVESTMENT PURPOSES.................... $ 1,033,621 $ 959,398
================= =================
</TABLE>
<PAGE>
TEREX CORPORATION AND AFFILIATES' 401(k) EIN #38-2863240
RETIREMENT SAVINGS PLAN FOR REPRESENTED EMPLOYEES PLAN #006
SCHEDULE OF REPORTABLE TRANSACTIONS - ITEM 27(d)
YEAR ENDED DECEMBER 31, 1996
The following series of transactions were in excess of 5% of the fair value of
Plan assets at the beginning of the Plan year:
<TABLE>
<CAPTION>
Number and Type Realized
Description Purchases (P) Sales (S) of Transactions Gain/(Loss)
- ------------------------------------------------ ----------------- --------------- ----------------- -------------
<S> <C> <C> <C> <C> <C>
Mass Mutual Group Annuity Contract Fixed Fund. $ 296,672 $ 67,356 * $ --
Mass Mutual Value Equity Fund................. $ 39,367 $ 4,985 * $ 610
Mass Mutual Destiny All Equity Fund........... $ 39,390 $ 9,026 * $ 1,146
<FN>
* Massachusetts Mutual Life Insurance Company, the Plan record keeper, cannot
provide this information.
</FN>
</TABLE>
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
trustees have duly caused this annual report to be signed by the undersigned
therunto duly authorized.
The Terex Corporation and Affiliates'
401(k) Retirement Savings Plan for
Represented Employees
Date: June 30, 1997 By: /s/ Joseph F. Apuzzo
Joseph F. Apuzzo
Vice President Finance
and Controller
Terex Corporation
