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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
Date of report (Date of earliest event reported) May 10, 2005
TEREX CORPORATION
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(Exact Name of Registrant as Specified in Charter)
Delaware 1-10702 34-1531521
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(State or Other Jurisdiction (Commission (IRS Employer
of Incorporation) File Number) Identification No.)
500 Post Road East, Suite 320, Westport, Connecticut 06880
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(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code (203) 222-7170
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NOT APPLICABLE
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(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions (see General Instruction A.2. below):
[ ] Written communications pursuant to Rule 425 under the Securities Act (17
CFR 230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17
CFR 240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
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Item 2.02. Results of Operations and Financial Condition.
(a) Terex Corporation ("Terex" or the "Company") issued a press release on
May 10, 2005 (the "May 10 Press Release"), in which Terex provided certain
preliminary financial results for its fiscal quarter ended March 31, 2005. The
Company announced that it expects total revenues for that quarter to be in the
range of $1.40 - $1.45 billion, and, at this time, anticipates fully diluted
earnings per share, before special items, for that quarter to be in the range of
$0.50 to $0.55. Terex also announced that it will be releasing its first quarter
2005 financial results before the end of May 2005, and intends on hosting a
conference call to review its first quarter performance shortly thereafter. A
copy of the May 10 Press Release is included as Exhibit 99.1 to this Form 8-K.
(b) On May 10, 2005, the Company filed a Form 12b-25 Notification of Late
Filing (the "Form 12b-25") with the Securities and Exchange Commission ("SEC"),
notifying the SEC that the Company is delaying the filing of its Quarterly
Report on Form 10-Q for the period ended March 31, 2005. The Company has
indicated in the Form 12b-25 that it does not intend to file this Quarterly
Report on or before the fifth calendar day following the prescribed due date for
the report.
As previously announced in Current Reports on Form 8-K furnished to the SEC
on November 10, 2004, January 13, 2005, March 4, 2005, and March 16, 2005, the
Company has delayed filing with the SEC its Quarterly Report on Form 10-Q for
the period ended September 30, 2004 and its Annual Report on Form 10-K for the
year ended December 31, 2004, pending the completion of the Company's
restatement of its financial statements for the years ended December 31, 2000,
2001, 2002 and 2003 and the completion of the Company's audited financial
statements for the year ended December 31, 2004. The Company intends to file its
Quarterly Report on Form 10-Q for the period ended March 31, 2005 promptly
following the filing of these other documents with the SEC.
The May 10 Press Release, included as Exhibit 99.1 to this Form 8-K, also
discusses the filing of the Form 12b-25.
(c) As previously disclosed in Current Reports on Form 8-K furnished to the
SEC on October 27, 2004, November 10, 2004, January 13, 2005, March 4, 2005, and
March 16, 2005, the Company has commenced a detailed examination of intercompany
transactions in an effort to reconcile imbalances in certain of the Company's
accounts. In the Current Reports on Form 8-K furnished to the SEC on January 13,
2005 and March 4, 2005, Terex previously announced that its financial statements
for the years ended December 31, 2000, 2001, 2002 and 2003 need to be restated
to correct certain errors and, accordingly, such financial statements should no
longer be relied upon.
While Terex has not yet completed its assessment of effectiveness of
internal control over financial reporting as of December 31, 2004, it has
determined, as previously reported in the Company's Current Report on Form 8-K
furnished to the SEC on January 13, 2005, that a "material weakness" exists in
the Company's internal controls over financial reporting as they relate to the
recording of certain intercompany transactions through December 31, 2004. The
Public Company Accounting Oversight Board has defined a material weakness as "a
significant deficiency or combination of significant deficiencies, that results
in more than a remote likelihood that a material misstatement of the annual or
interim financial statements will not be prevented or detected."
As previously reported in the Company's Current Report on Form 8-K
furnished to the SEC on January 13, 2005, the Company has taken numerous
measures to improve its control over its financial reporting processes to assure
the accuracy of its financial reports so as to comply fully with the
requirements of Section 404 of the Sarbanes-Oxley Act of 2002. In addition, the
Company intends to further improve these controls by taking various actions
throughout the Company. Further detail regarding the material weakness in
internal control over financial reporting and the Company's remedial activities
in that regard will be contained in Item 9A of the Company's Annual Report on
Form 10-K for the year ended December 31, 2004, in connection with Management's
Annual Report on Internal Control Over Financial Reporting for the Company.
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(d) Safe Harbor Statement. The above contains forward-looking information
based on Terex's current expectations. Because forward-looking statements
involve risks and uncertainties, actual results could differ materially. Such
risks and uncertainties, many of which are beyond Terex's control, include among
others: Terex's business is highly cyclical and weak general economic conditions
may affect the sales of its products and its financial results; the sensitivity
of construction, infrastructure and mining activity and products produced for
the military to interest rates and government spending; the ability to
successfully integrate acquired businesses; the retention of key management
personnel; Terex's businesses are very competitive and may be affected by
pricing, product initiatives and other actions taken by competitors; the effects
of changes in laws and regulations; Terex's business is international in nature
and is subject to changes in exchange rates between currencies, as well as
international politics; Terex's continued access to capital and ability to
obtain parts and components from suppliers on a timely basis at competitive
prices; the financial condition of suppliers and customers, and their continued
access to capital; Terex's ability to timely manufacture and deliver products to
customers; Terex's significant amount of debt and its need to comply with
restrictive covenants contained in Terex's debt agreements; Terex's ability to
file its periodic reports with the SEC on a timely basis; Terex's ability to
ensure that all intercompany transactions will be properly recorded; compliance
with applicable environmental laws and regulations; and other factors, risks,
uncertainties more specifically set forth in Terex's public filings with the
SEC. In addition, until the previously announced review by Terex of its accounts
is concluded, no assurance can be given with respect to the financial statement
adjustments, impacts and periods resulting from such review, nor can there be
assurance that additional adjustments to the financial statements will not be
identified. Actual events or the actual future results of Terex may differ
materially from any forward looking statement due to those and other risks,
uncertainties and significant factors. The forward-looking statements speak only
as of the date of this document. Terex expressly disclaims any obligation or
undertaking to release publicly any updates or revisions to any forward-looking
statement included in this document to reflect any changes in Terex's
expectations with regard thereto or any changes in events, conditions, or
circumstances on which any such statement is based.
Item 9.01. Financial Statements and Exhibits.
(c) Exhibits
99.1 Press release of Terex Corporation issued on May 10, 2005.
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.
Date: May 11, 2005
TEREX CORPORATION
By: /s/ Phillip C. Widman
Phillip C. Widman
Senior Vice President and
Chief Financial Officer
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