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
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
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.....................................4-9
SUPPLEMENTAL SCHEDULES
Item 27(a) - Assets Held for Investment Purposes...................10
Item 27(d) - Reportable Transactions...............................11
<PAGE>
Report of Independent Accountants
To the Participants and Administrative Committee of the
Terex Corporation and Affiliates
401(k) Retirement Savings Plan
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 (the
"Plan") at December 31, 1996 and 1995, and the changes in net assets available
for plan 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
<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............................................ $ 20,558,324 $ 16,685,929
Corporate common stock, at fair value.................................. 1,002,461 ---
Loans to participants.................................................. 727,962 482,426
----------------- -----------------
Total investments................................................. 22,288,747 17,168,355
----------------- -----------------
Receivables:
Employee contributions................................................. 132,297 161,102
Employer contributions................................................. 48,548 37,936
Interest on participants loans......................................... 3,766 2,076
----------------- -----------------
Total receivables................................................. 184,611 201,114
----------------- -----------------
TOTAL ASSETS............................................................... 22,473,358 17,369,469
----------------- -----------------
LIABILITIES:
Assets held for former subsidiary...................................... 10,882,768 ---
----------------- -----------------
NET ASSETS AVAILABLE FOR BENEFITS.......................................... $ 11,590,590 $ 17,369,469
================= =================
</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..................................... $ 719,299
Employee contributions................................ 2,434,450
Employer contributions................................ 778,948
Rollovers............................................. 181,756
-----------------
Total additions.................................. 4,114,453
-----------------
DEDUCTIONS:
Withdrawals........................................... 2,701,672
Administrative fees................................... 11,765
-----------------
Total deductions................................. 2,713,437
-----------------
NET APPRECIATION IN AGGREGATE FAIR VALUE OF INVESTMENTS... 1,695,839
TRANSFERS INTO PLAN....................................... 2,007,034
ASSETS HELD FOR FORMER SUBSIDIARY......................... 10,882,768
-----------------
NET CHANGE....................................... (5,778,879)
NET ASSETS AVAILABLE FOR BENEFITS AT BEGINNING OF YEAR.... 17,369,469
-----------------
NET ASSETS AVAILABLE FOR BENEFITS AT END OF YEAR.......... $ 11,590,590
=================
</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 (the "Plan"), was established on April 1, 1987 to cover
certain salaried and non-union hourly employees of Terex Corporation
and its subsidiaries ("Terex" or the "Company") meeting minimum
eligibility requirements. On November 27, 1996 Terex sold its
wholly-owned subsidiary, Clark Material Handling Company ("Clark"),
and on April 28, 1997 Clark established its own 401(k) plan and the
assets of the Plan that related to Clark's participants were separated
from those assets related to Terex participants. As a result of the
creation of Clark's plan and the transfer of Clark's plan assets to
its separate plan such assets are shown as a liability in the Plan's
Statement of Net Assets Available for Benefits at December 31, 1996.
Effective April 1, 1995, the Plan was amended to change the investment
manager of the Plan to Massachusetts Mutual Life Insurance Company
("Mass Mutual") from Fidelity Management Trust Company ("Fidelity").
Certain officers of Terex serve as trustees of the Plan (the
"Trustees"). At the time of the transfer of Plan assets to Mass Mutual,
certain participants elected to maintain existing funds at Fidelity.
Subsequent to March 31, 1995, no additional employee or employer
contributions are allowed to be made to these investments at Fidelity,
nor are participants allowed to obtain loans against these accounts.
During 1995 Terex acquired PPM Cranes, Inc. On December 31, 1995 the
PPM Cranes, Inc. Retirement Savings Plan ceased and as of January 1,
1996 they joined the Plan. As a result, a transfer of $2,007,034 was
made to Mass Mutual from the prior trustee.
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.
Participants - Permanent employees generally may begin participation
immediately upon hiring.
Participant Contributions - A participant may elect to make a voluntary
contribution through payroll deduction in any whole percentage up to a
maximum of 16% for Terex and Clark participants of annual wages,
including bonuses, overtime pay and commissions. The Plan also permits
participants to make voluntary after-tax contributions. The maximum
pre-tax contribution permitted under the Internal Revenue Service
regulations in 1996 was $9,500. Participants are able to direct current
contributions and redistribute accumulated contributions between
investment funds.
Employer Contributions - The Plan presently provides that Terex will
match a percentage of the employee's contribution, up to a maximum of
3% of the employee's salary. The contribution matched by Terex is made
in Terex Common Stock. Prior to January 1, 1996 the Plan provided for
Terex to match a percentage 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 as directed by the employee.
<PAGE>
Vesting - Participants are immediately and 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 Plan earnings. 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 and Fidelity, as
applicable.
Payment of Benefits - Upon retirement, disability or death, a
participant or designated beneficiary will receive the entire balance
of a participant's account in a lump sum payment. Upon any other
termination of employment, the participant receives the vested portion
of his account. In addition, a participant may apply for a distribution
of all or a portion of his account (exclusive of any earnings) prior to
termination or retirement for financial hardship, as defined in the
Plan, or upon attainment of age 59 1/2.
Participant Loans - Participants 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 Summary Plan Description. This booklet
is available from Terex or Clark, as applicable.
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 approximate 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 and Clark.
Withdrawals - Withdrawals are recognized at the time of distribution
to the participant.
<PAGE>
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.
3. INVESTMENTS
The investments of the Plan are held and managed by Mass Mutual and
Fidelity. 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* $ 10,206,643 $ 10,206,643 $ 9,812,942 $ 9,812,942
Mass Mutual Value Equity Fund*............... 2,769,560 2,110,311 1,489,532 1,293,538
Mass Mutual Destiny Aggressive Fund*......... 1,420,243 1,180,997 1,106,128 1,006,124
Mass Mutual Destiny Conservative Fund........ 318,472 280,999 269,552 250,308
Mass Mutual Destiny All Equity Fund*......... 922,429 740,586 742,441 673,623
Mass Mutual Destiny Moderate Fund*........... 778,194 658,426 595,245 545,758
Mass Mutual Core Bond Fund................... 323,502 297,261 298,396 274,696
Mass Mutual International Equity Fund........ 501,028 430,481 224,971 217,274
Mass Mutual Growth Fund*..................... 2,252,812 1,787,129 1,396,363 1,258,265
Mass Mutual Small Cap Value Equity Fund...... 444,344 363,064 148,417 132,564
Fidelity Magellan Fund....................... 170,325 118,985 154,506 120,549
Fidelity Growth Company Fund................. 129,401 86,551 128,961 100,322
Fidelity Growth & Income Fund................ 264,262 172,587 220,173 172,587
Fidelity Balanced Fund....................... 57,109 46,752 54,234 48,543
Fidelity Equity Income II Fund............... --- --- 44,068 36,691
Terex Corporation Common Stock*.............. 1,002,461 717,057 --- ---
Loans to Participants*....................... 727,962 727,962 482,426 482,426
---------------- ---------------- ---------------- ----------------
TOTAL.................................... $ 22,288,747 $ 19,925,791 $ 17,168,355 $ 16,426,210
================ ================ ================ ================
<FN>
* Investment represents 5% or more of net assets available for benefits at
December 31, 1996.
</FN>
</TABLE>
<PAGE>
3. INVESTMENTS (continued)
Participant and employer contributions are allocated to investment
programs in accordance with the participant's election. The following summarizes
the 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 Mass
Annuity Value Destiny Destiny Destiny Destiny Mutual
Contract Equity Aggressive Conservative All Equity Moderate Core Bond
Fixed Fund Fund Fund Fund Fund Fund Fund
--------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C>
Net assets available for benefits
at January 1, 1996............... $ 9,812,942 $1,489,532 $ 1,106,128 $ 269,552 $ 742,441 $ 595,245 $ 298,396
Additions:
Investment income and gain/loss.. 695,534 399,709 183,136 26,615 152,126 83,923 9,716
Contributions, loan repayments &
transfers...................... 2,672,520 1,038,019 450,718 87,254 261,457 203,375 109,809
Deductions - Benefits,
loan repayments & transfers...... (2,974,353) (157,700) (319,739) (64,949) (233,595) (104,349) (94,419)
--------------------------------------------------------------------------------------
Net assets available for benefits at
December 31, 1996................ $10,206,643 $2,769,560 $ 1,420,243 $ 318,472 $ 922,429 $ 778,194 $ 323,502
======================================================================================
</TABLE>
<TABLE>
<CAPTION>
(TABLE PART 2)
Mass Mass
Mutual Mutual
Inter- Mass Small Cap Terex
national Mutual Value Corporation
Equity Growth Equity Fidelity Common Loans to
Fund Fund Fund Sub Total Stock Participants Total
-----------------------------------------------------------------------------------
Net assets available for benefits
<S> <C> <C> <C> <C> <C> <C> <C>
at January 1, 1996............... $ 224,971 $ 1,396,363 $ 148,417 $ 601,942 $ --- $ 482,426 $ 17,168,355
Additions:
Investment income and gain/loss.. 65,676 386,366 71,033 88,871 252,433 --- 2,415,138
Contributions, loan
repayments & transfers......... 232,852 709,244 262,501 --- 792,333 486,298 7,306,380
Deductions - Benefits,
loan repayments & transfers...... (22,471) (239,161) (37,607) (69,716) (42,305) (240,762) (4,601,126)
-----------------------------------------------------------------------------------
Net assets available for
benefits at December 31, 1996.... $501,028 $ 2,252,812 $ 444,344 $ 621,097 $1,002,461 $ 727,962 $ 22,288,747
===================================================================================
</TABLE>
<PAGE>
3. INVESTMENTS (continued)
<TABLE>
<CAPTION>
Fidelity Fidelity Fidelity
Fidelity Growth Growth Fidelity Equity
Magellan Company & Income Balanced Income II Fidelity
Fund Fund Fund Fund Fund Sub Total
------------ ------------ ------------ ------------ ----------- ------------
<S> <C> <C> <C> <C> <C> <C>
Net assets available for
benefits at January 1, 1996..... $ 154,506 $ 128,961 $ 220,173 $ 54,234 $ 44,068 $ 601,942
Additions:
Investment income & gain/loss.. 17,824 19,497 44,089 4,841 2,620 88,871
Contributions, loan repayments
& transfers................... --- --- --- --- --- ---
Deductions - Benefits,
loan disbursements & transfers.. (2,005) (19,057) --- (1,966) (46,688) (69,716)
------------ ----------- ------------ ------------ ----------- ------------
Net assets available for benefits
at December 31, 1996............ $ 170,325 $ 129,401 $ 264,262 $ 57,109 $ --- $ 621,097
============ =========== ============ ============ =========== ============
</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 as
directed by the Trustees.
<PAGE>
TEREX CORPORATION AND AFFILIATES' EIN #34-1531521
401(k) RETIREMENT SAVINGS PLAN Plan #004
<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............. 899,849 $ 10,206,643 $ 10,206,643
Mass Mutual Value Equity Fund............................. 779 2,769,560 2,110,311
Mass Mutual Destiny Aggressive Fund....................... 10,344 1,420,243 1,180,997
Mass Mutual Destiny Conservative Fund..................... 2,450 318,472 280,999
Mass Mutual Destiny All Equity Fund....................... 6,309 922,429 740,586
Mass Mutual Destiny Moderate Fund......................... 5,823 778,194 658,426
Mass Mutual Core Bond Fund................................ 396 323,502 297,261
Mass Mutual International Equity Fund..................... 2,579 501,028 430,481
Mass Mutual Growth Fund................................... 13,399 2,252,812 1,787,129
Mass Mutual Small Cap Value Equity Fund................... 893 444,344 363,064
Fidelity Magellan Fund.................................... 2,112 170,325 118,985
Fidelity Growth Company Fund.............................. 3,198 129,401 86,551
Fidelity Growth & Income Fund............................. 8,599 264,262 172,587
Fidelity Balanced Fund.................................... 4,056 57,109 46,752
-------------------------------------
Total Mutual Funds.................................... 20,558,324 18,480,772
COMMON STOCK:
Terex Corporation Common Stock............................ 60,504 1,002,461 717,057
LOANS TO PARTICIPANTS, AT INTEREST RATES RANGING FROM 8.00%
TO 11.00%, MATURING THROUGH DECEMBER 15, 2001.............
727,962 727,962
-------------------------------------
TOTAL ASSETS HELD FOR INVESTMENT PURPOSES.................... $ 22,288,747 $ 19,925,791
=====================================
</TABLE>
<PAGE>
TEREX CORPORATION AND AFFILIATES' EIN #34-1531521
401(k) RETIREMENT SAVINGS PLAN Plan #004
<TABLE>
<CAPTION>
REPORTABLE TRANSACTIONS - ITEM 27(d)
FOR THE 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:
Number and
Type of Realized
Description Purchases (P) Sales (S) Transactions Gain/(Loss)
- ---------------------------------------------- ----------------- --------------- ---------------- ----------------
<S> <C> <C> <C> <C> <C>
Mass Mutual Group Annuity Contract Fixed Fund $ 3,001,677 $ 3,220,515 * $ ---
Mass Mutual Value Equity Fund................ $ 962,202 $ 171,195 * $ 22,655
Mass Mutual Growth Fund...................... $ 918,330 $ 446,484 * $ 56,971
<FN>
* Massachusetts Mutual Life Insurance Company, the 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
Date: June 30, 1997 By: /s/ Joseph F. Apuzzo
Joseph F. Apuzzo
Vice President Finance
and Controller
Terex Corporation
