UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 December 5, 2001 ------------------------------- (Date of earliest event reported) TEREX CORPORATION ----------------------------------------------------------------------------- (Exact Name of Registrant as Specified in Charter) Delaware 1-10702 34-1531521 ----------------------------------------------------------------------------- (State or Other Jurisdiction (Commission (IRS Employer of Incorporation) File Number) Identification No.) 500 Post Road East, Suite 320, Westport, Connecticut 06880 ------------------------------------------------------ ---------- (Address of Principal Executive Offices) (Zip Code) (203) 222-7170 -------------------------------------------------- Registrant's telephone number, including area code NOT APPLICABLE ----------------------------------------------------------------------------- (Former Name or Former Address, if Changed Since Last Report) Item 5. Other Events On December 5, 2001, Terex Corporation (the "Company") entered into an Underwriting Agreement (the "Underwriting Agreement") with Salomon Smith Barney Inc. (the "Underwriter"), relating to the sale and issuance by the Company of 5,000,000 shares of its Common Stock, par value $0.01 per share (the "Common Stock"), plus up to 750,000 additional shares which may be issued upon the exercise of an option granted to the Underwriter to cover over-allotments. A copy of the Underwriting Agreement is attached hereto as Exhibit 1 and is hereby incorporated herein by reference. A copy of the final Prospectus Supplement, dated December 5, 2001, to the Prospectus dated December 5, 2001, relating to the offer and sale of these shares of Common Stock is attached hereto as Exhibit 2 and is hereby incorporated herein by reference. It is expected that the sale and issuance of the Common Stock contemplated by the Underwriting Agreement will be consummated on or about December 10, 2001. Item 7. Financial Statements and Exhibits (c) Exhibits (1) Underwriting Agreement, dated as of December 5, 2001, between Terex Corporation and Salomon Smith Barney Inc. (2) Prospectus Supplement, dated December 5, 2001, to Prospectus dated December 5, 2001 of Terex Corporation relating to the offer and sale of 5,000,000 shares of its Common Stock, par value $0.01 per share, plus up to 750,000 additional shares which may be issued upon the exercise of an option granted to the underwriter named therein to cover over-allotments. SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. TEREX CORPORATION By: /s/ Eric I Cohen ----------------- Name: Eric I Cohen Title: Senior Vice President Date: December 6, 2001 EXHIBIT INDEX Exhibit Page in No. Sequential ------- Numbering System ------- 1 Underwriting Agreement, dated as of December 5, 2001, between Terex Corporation and Salomon Smith Barney Inc. 2 Prospectus Supplement, dated December 5, 2001, to Prospectus dated December 5, 2001 of Terex Corporation relating to the offer and sale of 5,000,000 shares of its Common Stock, par value $0.01 per share, plus up to 750,000 additional shares which may be issued upon the exercise of an option granted to the underwriter named therein to cover over-allotments.