UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D/A
(AMENDMENT NO. 23)
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.
5401 North Federal Highway 66 Larchmont Avenue
Fort Lauderdale, Florida 33308 Larchmont, New York 10538
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
April 20, 1997
(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*
PF
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 2,036,578
OWNED BY
EACH 8 SHARED VOTING POWER
REPORTING
PERSON 9 SOLE DISPOSITIVE POWER
WITH
2,036,578
10 SHARED DISPOSITIVE POWER
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
2,036,578
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES*
/ /
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
9.77% 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 5401 North Federal Highway, Fort Lauderdale, Florida
33308.
(d) During the last five years, the Reporting Person
has not been convicted in a criminal proceeding (excluding
traffic violations or similar misdemeanors).
(e) On April 20, 1999, without admitting or denying the
allegations therein, Terex Corporation, Mr. Lenz, former chairman
of Terex, and KCS Industries L.P., a management consulting firm
partially owned by Mr. Lenz, consented to the U.S. Securities
and Exchange Commision's ("SEC") entry of an administrative cease
and desist order concerning: (i) violations of the periodic
reporting and recordkeeping provisions of the federal securities laws
resulting from the misapplication of purchase accounting principles in
accounting for Terex's 1989 acquisition of certain assets and liabilities
of Fruehauf Trailer Corp.; (ii)Terex's and Mr. Lenz's violations of
the proxy provisions of the Securities Exchange Act of 1934
stemming from failure to adequately disclose a related party transaction;
and (iii) Mr. Lenz's violation of the beneficial ownership
reporting provisions of Section 13(d), 13(g) and 16(a) of the
Exchange Act and the SEC's rules promulgated thereunder by
failing to timely file certain amendments to Schedule 13D and 13G
and Forms 3, 4 and 5. In a related matter, without admitting or
denying the allegations therein, Mr. Lenz also consented to the payment
of a civil penalty of $58,000 in connection with the delinquent
beneficial ownership reports mentioned above. It should be noted that no
showing of scienter, that is, intent to deceive, defraud or manipulate, is
required for establishing the violations cited in the SEC's Order.
(f) Not applicable.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
Not applicable.
ITEM 4. PURPOSE OF TRANSACTION.
Not applicable.
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<PAGE>
Terex Corporation
Schedule 13D/A
ITEM 5. INTEREST IN SECURITIES OF THE COMPANY.
On April 26, 1999, Mr. Lenz sold 13,600 shares of Company
Common stock for $29.25 per share for a total of $397,800.00.
On April 27, 1999, Mr. Lenz sold 10,400 shares of Company
Common Stock for $31.4928 per share for a total of $327,525.12.
Subsequent to these sales, Mr. Lenz owns beneficially 2,036,578
shares of Company Common Stock, or 9.77% of the total number
of shares of Company Common Stock outstanding. Mr. Lenz has
the sole power to vote and dispose of the shares of Common Stock.
The total number shares reported herein include 43,000 option
shares issuable under the Company's employee stock option plan.
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: May 6, 1999 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 No.1 for
Terex Corporation), dated August
14,1998 and incorporated herein by
reference)
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