SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934 (Amendment No. )
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Check the appropriate box:
[X] Preliminary Proxy Statement [_] CONFIDENTIAL, FOR USE OF THE
COMMISSION ONLY (AS PERMITTED BY
RULE 14A-6(E)(2))
[_] Definitive Proxy Statement
[_] Definitive Additional Materials
[_] Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14a-12
Terex Corporation
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(Name of Registrant as Specified In Its Charter)
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(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
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[X] No fee required
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(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which
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[_] Fee paid previously with preliminary materials.
[_] Check box if any part of the fee is offset as provided by Exchange Act
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paid previously. Identify the previous filing by registration statement
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<PAGE>
TEREX CORPORATION
BALLOT
THIS BALLOT WHEN PROPERLY EXECUTED WILL BE VOTED IN THE MANNER DIRECTED
HEREIN BY THE UNDERSIGNED STOCKHOLDER.
1. ELECTION OF DIRECTORS: Ronald M. DeFeo, Marvin B. Rosenberg, G. Chris
Andersen, William H. Fike, Dr. Donald P. Jacobs,
Bruce I. Raben, David A. Sachs
WITHHOLD
AUTHORITY
FOR all to vote (INSTRUCTION: To withhold authority to
nominees for all vote for an individual nominee, write that
listed nominees nominee's name on the space provided
above listed above below.)
[ ] [ ] _____________________________________
2. RATIFICATION OF SELECTION OF INDEPENDENT ACCOUNTANTS:
FOR AGAINST ABSTAIN
[ ] [ ] [ ]
3. APPROVAL OF AN AMENDMENT TO THE COMPANY'S CERTIFICATE OF INCORPORATION
TO INCREASE THE NUMBER OF SHARES OF COMMON STOCK THE COMPANY IS
AUTHORIZED TO ISSUE TO 150,000,000 SHARES
FOR AGAINST ABSTAIN
[ ] [ ] [ ]
4. APPROVAL OF AN AMENDMENT TO THE COMPANY'S CERTIFICATE OF INCORPORATION
TO INCREASE THE NUMBER OF SHARES OF PREFERRED STOCK THE COMPANY IS
AUTHORIZED TO ISSUE TO 50,000,000
FOR AGAINST ABSTAIN
[ ] [ ] [ ]
5. APPROVAL OF THE 1998 TEREX CORPORATION ANNUAL INCENTIVE COMPENSATION
PLAN
FOR AGAINST ABSTAIN
[ ] [ ] [ ]
6. APPROVAL OF AN AMENDMENT TO THE 1996 TEREX CORPORATION LONG-TERM
INCENTIVE PLAN:
FOR AGAINST ABSTAIN
[ ] [ ] [ ]
Please date and sign this ballot.
7. Upon such other business as may properly
come before the meeting or any adjournments,
hereby revoking any ballot heretofore given.
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(Registered Stockholder's Signature)
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(Registered Stockholder's Signature)
_________________________
Number of shares owned as of
April 6, 1998
Dated ____________________________, 1998
Please sign exactly as name appears above.
When signing as attorney, executor,
administrator, trustee, etc., use full
title. If stock is held jointly, each
owner must sign.
1998 ANNUAL MEETING
PLEASE MARK, DATE AND SIGN THIS BALLOT.
