UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D/A
(AMENDMENT NO. 2)
Terex Corporation
(Name of Issuer)
Common Stock, $0.01 par value per share
(Title of Class of Securities)
880779 10 3
(CUSIP Number)
Randolph W. Lenz With copies to:
c/o Equity Merchant Banking Corp. Thomas S. Gallagher, Esq.
2419 E. Commercial Blvd.,Suite 304 66 Larchmont Avenue
Fort Lauderdale, Florida 33308 Larchmont, New York 10538
(Name, Address and Telephone Number of Person Authorized to Receive
Notices and Communications)
March 9, 1987
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule
13G to report the acquisition which is the subject of this Schedule
13D, and is filing this schedule because of Rule 13d-1(b)(3) or
(4), check the following box o.
Note: Six copies of this statement, including all exhibits, should
be filed with the Commission. See Rule 13d-1(a) for other parties
to whom copies are to be sent.
*The remainder of this cover page shall be filled out for a
reporting person's initial filing on this form with respect to the
subject class of securities, and for any subsequent amendment
containing information which would alter disclosures provided in a
prior cover page.
The information required on the remainder of this cover page shall
not be deemed to be "filed" for the purpose of Section 18 of the
Securities Exchange Act of 1934 ("Act") or otherwise subject to the
liabilities of that section of the Act but shall be subject to all
other provisions of the Act (however, see the Notes).
Page 1 of 4 pages
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CUSIP NO. 880779 10 3 SCHEDULE 13D/A
Page 2 of 4 Pages
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Randolph W. Lenz
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) / /
(b) / /
3 SEC USE ONLY
4 SOURCE OF FUNDS*
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e)
/ /
6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
NUMBER OF 7 SOLE VOTING POWER
SHARES
BENEFICIALLY 4,364,460
OWNED BY
EACH 8 SHARED VOTING POWER
REPORTING
PERSON 9 SOLE DISPOSITIVE POWER
WITH
4,364,460
10 SHARED DISPOSITIVE POWER
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,364,460
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES*
/ /
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
79% of the Common Stock outstanding as of the date hereof.
14 TYPE OF REPORTING PERSON*
IN
<PAGE>
Terex Corporation
Schedule 13D/A
ITEM 1 SECURITY AND ISSUER.
This Statement relates to shares of common stock(the "Common
Stock")of Terex Corporation and its predecessor, Northwest
Engineering Company(the "Company"). The address of the Company's
principal executive offices is 500 Post Road East, Suite 320,
Westport, CT 06880. In 1988, Northwest Engineering Company merged
into the Company, with the Company being the surviving entity and
the issuer of the Company's registered securities.
ITEM 2. IDENTITY AND BACKGROUND.
(a) - (c) This Statement is being filed by Randolph W. Lenz
("Reporting Person" or "Mr. Lenz"). Mr. Lenz is a citizen of the
United States. The business and office address of the Reporting
Person is 2419 East Commercial Boulevard, Suite 304, Fort
Lauderdale, Florida 33308.
(d) - (e) During the last five years, the Reporting Person
has not (i) been convicted in a criminal proceeding (excluding
traffic violations or similar misdemeanors) nor has he (ii) been
a party to a civil proceeding of a judicial or administrative body
of competent jurisdiction which resulted in a judgment, decree or
final order enjoining future violations of, or prohibiting or
mandating activities subject to, federal or state securities laws
or finding any violation with respect to such laws.
(f) Not applicable.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
Not applicable.
ITEM 4. PURPOSE OF TRANSACTION.
Not applicable.
Page 3 of 4 pages
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Terex Corporation
Schedule 13D/A
ITEM 5. INTEREST IN SECURITIES OF THE COMPANY.
Subsequent to Mr. Lenz's sale of 55,000 shares of Company
Common stock on March 9, 1987 for total consideration of $446,875,
Mr. Lenz owns 4,364,460 shares of Company Common Stock, or 79% of
the total number of shares of Company Common stock outstanding.
In May 1986, Mr. Lenz's wholly-owned subsidiary, Karin
Corporation, merged into the Company. Effective on the date of the
merger, Mr. Lenz exchanged the shares of Karin Corporation for an
identical number of shares of the Company. Mr. Lenz has the sole
power to vote and dispose of the shares of common Stock.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS
WITH RESPECT TO SECURITIES OF THE COMPANY.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
None.
SIGNATURE
After reasonable inquiry and to the best of my knowledge and
belief, I certify that the information set forth in this statement
is true, complete and correct.
Dated: August 14, 1998 By: /s/Randolph W. Lenz
_______________________________
RANDOLPH W. LENZ
By: /s/Thomas S. Gallagher, Esq.
________________________________
By: Thomas S. Gallagher, Esq.
Attorney-in-Fact
Pursuant to Power of Attorney,
dated August 13, 1998
(attached as Exhibit A to Mr. Lenz's
Schedule 13D Amendment No. 1 for
Terex Corporation), dated August 14,
1998 and incorporated herein by
reference)
Page 4 of 4 Pages
