As filed with the Securities and Exchange Commission on October 14, 2003.
REGISTRATION NO. 333-108985
===============================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_________________________
AMENDMENT NO. 1 TO
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
_________________________
TEREX CORPORATION
(Exact name of registrant as specified in its charter)
DELAWARE 34-1531521
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
500 POST ROAD EAST
WESTPORT, CONNECTICUT 06880
(203) 222-7170
(Address, including zip code, and telephone number,
including area code, of registrant's principal executive offices)
_________________________
Eric I Cohen, Esq.
Terex Corporation
500 Post Road East
Westport, Connecticut 06880
(203) 222-7170
(Name, address, including zip code, and telephone number, including
area code, of agent for service)
_________________________
COPIES TO:
Fried, Frank, Harris, Shriver & Jacobson
One New York Plaza
New York, New York 10004
Attention: Steven G. Scheinfeld, Esq.
(212) 859-8000
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC:
FROM TIME TO TIME AFTER THE EFFECTIVE DATE OF THIS
REGISTRATION STATEMENT.
If the only securities being registered on this Form are being
offered pursuant to dividend or interest reinvestment plans, please check
the following box: [ ]
If any of the securities being registered on this Form are to be
offered on a delayed or continuous basis pursuant to Rule 415 under the
Securities Act of 1933, other than securities offered only in connection
with dividend or interest reinvestment plans, check the following box: |X|
If this Form is filed to register additional securities for an
offering pursuant to Rule 462(b) under the Securities Act, please check the
following box and list the Securities Act registration statement number of
the earlier effective registration statement for the same offering: [ ]
If this Form is a post-effective amendment filed pursuant to Rule
462(c) under the Securities Act, check the following box and list the
Securities Act registration statement number of the earlier effective
registration statement for the same offering: [ ]
If delivery of the prospectus is expected to be made pursuant to
Rule 434, please check the following box: [ ]
THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH
DATE OR DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE
REGISTRANT SHALL FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT
THIS REGISTRATION STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE
WITH SECTION 8(A) OF THE SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION
STATEMENT SHALL BECOME EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING
PURSUANT TO SAID SECTION 8(A), MAY DETERMINE.
===============================================================================
[RED HERRING}
THE INFORMATION IN THIS PROSPECTUS IS NOT COMPLETE AND MAY BE CHANGED.
THESE SECURITIES MAY NOT BE SOLD UNTIL THE REGISTRATION STATEMENT FILED
WITH THE SECURITIES AND EXCHANGE COMMISSION IS EFFECTIVE. THIS PROSPECTUS
IS NOT AN OFFER TO SELL THESE SECURITIES AND IT IS NOT SOLICITING AN OFFER
TO BUY THESE SECURITIES IN ANY STATE WHERE THE OFFER OR SALE IS NOT
PERMITTED.
SUBJECT TO COMPLETION
PRELIMINARY PROSPECTUS DATED OCTOBER 14, 2003
208,591 Shares
TEREX CORPORATION
Common Stock
____________________
The stockholder of Terex Corporation listed in this prospectus
under the section entitled "Selling Stockholder" is offering and selling up
to 208,591 shares of our common stock under this prospectus. The shares of
common stock being offered under this prospectus were initially issued by
us to SDC Prague, s.r.o. in connection with our acquisition of shares of
TATRA a.s., a manufacturer of on/off-road heavy-duty vehicles, from SDC
Prague on August 28, 2003. Such shares of common stock were subsequently
transferred by SDC Prague to its parent company SDC International, Inc. on
September 16, 2003. Information concerning SDC International and the times
and manner in which it may offer and sell the shares of our common stock
under this prospectus is described under "Selling Stockholder" and "Plan of
Distribution" in this prospectus. We cannot assure you that all or any
portion of the shares of common stock offered under this prospectus will be
resold.
We will not receive any of the proceeds from the sale of shares
being offered by the selling stockholder.
Our common stock is traded on the New York Stock Exchange under
the symbol "TEX." On October 13, 2003, the closing sale price of our
common stock as reported on the New York Stock Exchange was $20.87 per
share.
Our principal executive offices are located at 500 Post Road
East, Westport, Connecticut 06880, and our telephone number is (203)
222-7170.
No underwriting is being used in connection with this offering of
common stock. The shares of common stock are being offered without
underwriting discounts. The expenses of this registration will be paid by
us. Normal brokerage commissions, discounts and fees will be payable by the
selling stockholders.
INVESTING IN OUR COMMON STOCK INVOLVES RISKS THAT ARE DESCRIBED
IN THE "RISK FACTORS" SECTION BEGINNING ON PAGE 3 OF THIS PROSPECTUS.
NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE
SECURITIES COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR
PASSED UPON THE ADEQUACY OR ACCURACY OF THIS PROSPECTUS. ANY REPRESENTATION
TO THE CONTRARY IS A CRIMINAL OFFENSE.
The date of this prospectus is , 2003.
TABLE OF CONTENTS
PAGE
TEREX CORPORATION............................................................1
RISK FACTORS.................................................................3
USE OF PROCEEDS..............................................................6
SELLING STOCKHOLDER..........................................................6
DESCRIPTION OF COMMON STOCK..................................................7
PLAN OF DISTRIBUTION.........................................................8
LEGAL MATTERS................................................................9
EXPERTS......................................................................9
ABOUT THIS PROSPECTUS.......................................................10
FORWARD-LOOKING STATEMENTS..................................................10
WHERE YOU CAN FIND MORE INFORMATION.........................................11
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE.............................11
TEREX CORPORATION
We are a diversified global manufacturer of a broad range of
equipment for the construction, infrastructure and surface mining
industries. We are building a growing franchise under the Terex brand name.
We remain focused on our mission of delivering products that are reliable
and cost effective and producing equipment that improves our customers'
return on invested capital. Our products are manufactured at plants in the
United States, Canada, Europe, Australia, Asia and South America, and are
sold primarily through a worldwide distribution network serving the global
construction, infrastructure and surface mining markets.
Over the past several years, we have implemented a series of
interrelated operational and strategic initiatives designed to create a
competitive advantage in the marketplace. These initiatives include: (i)
providing customers with lower cost products to increase their return on
invested capital; (ii) implementing a variable cost structure with over 80%
of cost of sales from purchased components; (iii) reducing selling expense
and eliminating non-value-added functions throughout the organization; and
(iv) increasing product and geographic diversity through internal
development and acquisitions.
Through the first six months of 2003, we operated in five
business segments: (i) Terex Construction, (ii) Terex Cranes, (iii) Terex
Roadbuilding, Utility Products and Other, (iv) Terex Aerial Work Platforms
and (v) Terex Mining. On July 1, 2003, we announced that we had entered
into a non-binding agreement in principle to sell our surface mining truck
design and manufacturing business to Caterpillar Inc. ("Caterpillar"). In
addition to the sale of the mining truck business, the non-binding
agreement also contemplates the sale of our mining truck and shovel product
support businesses to Caterpillar dealers. The Company will retain the
mining shovel manufacturing business located in Dortmund, Germany and
intends to purchase the intellectual property rights for certain models of
Caterpillar hydraulic excavator mining shovels. As a result, the Company
now operates in four business segments: (i) Terex Construction; (ii) Terex
Cranes; (iii) Terex Mining, Roadbuilding, Utility Products and Other; and
(iv) Terex Aerial Work Platforms.
Our principal executive offices are located at 500 Post Road
East, Westport, Connecticut 06880, and our telephone number is (203)
222-7170.
TEREX CONSTRUCTION
The Terex Construction segment designs, manufactures and markets
three primary categories of equipment and their related components and
replacement parts: heavy construction equipment (including off-highway
trucks and scrapers), compact equipment (including loader backhoes,
compaction equipment, mini and midi excavators, loading machines, site
dumpers, telehandlers and wheel loaders); and mobile crushing and screening
equipment (including jaw crushers, cone crushers, washing screens and
trommels). Terex Construction products are currently marketed principally
under the following brand names: Atlas Terex, Finlay, Fuchs Terex, Pegson,
Powerscreen, Terex Benford, Terex Fermec, Terex Schaeff, Terex and
TerexLift. These products are primarily used by construction, logging,
mining, industrial and government customers in construction and
infrastructure projects and supplying coal, minerals, sand and gravel.
TEREX CRANES
The Terex Cranes segment designs, manufactures and markets mobile
telescopic cranes, tower cranes, lattice boom crawler cranes, truck mounted
cranes (boom trucks) and telescopic container stackers, as well as their
related replacements parts and components. Currently, Terex Cranes products
are marketed principally under the following brand names: American, Atlas,
Atlas Terex, Bendini, Comedil, Demag, Franna, Lorain, P&H, Peiner, PPM,
RO-Stinger and Terex. These products are used primarily for construction,
repair and maintenance of infrastructure, building and manufacturing
facilities.
TEREX MINING, ROADBUILDING, UTILITY PRODUCTS AND OTHER
The Terex Mining, Roadbuilding, Utility Products and Other
segment designs, manufactures and markets hydraulic mining shovels,
crushing and screening equipment (including crushers, impactors, screens
and feeders), asphalt and concrete equipment (including pavers, plants,
mixers, reclaimers, stabilizers and profilers), utility equipment
(including digger derricks, aerial devices and cable placers), light
construction equipment (including light towers, trowels, power buggies,
generators and arrow boards) and construction trailers, as well as related
components and replacement parts. These products are currently marketed
principally under the following brand names: Amida, Bartell, Bid-Well,
Canica, Cedarapids, Cedarapids/Standard Havens, CMI Johnson Ross, CMI
Terex, CMI-Cifali, Coleman Engineering, Grayhound, Hi-Ranger, Jaques, Load
King, Morrison, O & K, Re-Tech, Royer, Simplicity, Terex, Terex Advance
Mixer, Terex Mining, Terex Power, Terex Recycling and Terex Telelect. These
products are used primarily by government, utility, mining, quarrying and
construction customers in excavating mineral deposits, building roads,
maintaining utility lines and trimming trees.
TEREX AERIAL WORK PLATFORMS
The Terex Aerial Work Platforms segment was formed upon
completion of our acquisition of Genie Holdings, Inc. ("Genie") and its
affiliates on September 18, 2002. The Terex Aerial Work Platforms segment
designs, manufactures and markets aerial work platforms equipment and
telehandlers. Products include material lifts, portable aerial work
platforms, trailer mounted booms, articulated booms, stick booms, scissor
lifts, telehandlers, related components and replacement parts, and other
products. Terex Aerial Work Platforms products currently are marketed
principally under the Genie and Terex Handlers brand names. These products
are used primarily by customers in the construction and building
maintenance industries to lift people and/or equipment as required to build
and/or maintain large physical assets and structures.
RISK FACTORS
Investing in shares of our common stock can be risky. Before you
invest in shares of our common stock, you should carefully consider the
following factors and other information contained or incorporated in this
prospectus.
RISKS RELATED TO THIS OFFERING
OUR SIGNIFICANT DEBT LEVELS MAY LIMIT OUR FUTURE ABILITY TO OBTAIN
ADDITIONAL FINANCING AND TO PURSUE BUSINESS OPPORTUNITIES.
As of June 30, 2003, we had long-term debt of approximately
$1,467 million, which represented approximately 65% of our total
capitalization.
There are several important consequences of having debt,
including the following:
o a portion of our cash from operating activities will be used
to pay principal and interest on our debt;
o competitive pressures and adverse economic conditions are
more likely to have a negative effect on our business; and
o our ability to make acquisitions and to take advantage of
significant business opportunities may be negatively
affected.
Our ability to pay the required interest and principal payments
on our debt depends on the future performance of our business. The
performance of our business is subject to general economic conditions and
other financial and business factors. Many of these factors are beyond our
control. If we do not have enough cash flow in the future to pay the
required interest or principal payments on our debt, we may be required to
refinance all or a part of our debt or borrow additional amounts. We do not
know if refinancing our debt will be possible at that time or if we will be
able to find someone who will lend us more money.
In addition, because approximately 50% of our debt bears interest
at floating rates, an increase in interest rates could adversely affect our
ability to make the required interest and principal payments on our debt.
OUR INABILITY TO COMPLY WITH THE RESTRICTIVE DEBT COVENANTS CONTAINED IN
OUR EXISTING DEBT AGREEMENTS COULD LEAD TO AN ACCELERATION OF OUR DEBT
UNDER OUR DEBT AGREEMENTS AND POSSIBLY BANKRUPTCY.
Our existing debt agreements contain a number of significant
covenants. These covenants limit our ability to, among other things, borrow
additional money, make capital expenditures, pay dividends, dispose of
assets and acquire new businesses. These covenants also require us to meet
certain financial tests. Specifically, some of our financial tests include
a pro forma consolidated leverage ratio test, a consolidated interest ratio
test, a consolidated fixed charge ratio test, a pro forma consolidated
senior secured debt leverage ratio test and a capital expenditures test, as
such tests are defined in our existing debt agreements. While we are
currently in compliance with all of the foregoing tests, increases in our
debt or decreases in our earnings could cause us to be in default of our
covenants related to a pro forma consolidated leverage ratio test, a pro
forma consolidated senior secured debt leverage ratio test, a consolidated
interest ratio test and a consolidated fixed charge ratio test, as defined
and included in our debt agreements. In addition, changes in economic or
business conditions, results of operations or other factors could cause us
to default under our debt agreements. If we are unable to comply with these
covenants, there would be a default under our debt agreements. A default,
if not waived by our lenders, could result in acceleration of our debt and
possibly bankruptcy.
WE MAY BE REQUIRED TO ISSUE ADDITIONAL SHARES OF OUR COMMON STOCK UNDER OUR
RECENT ACQUISITION AGREEMENTS.
We issued shares of our common stock in connection with our
recent acquisitions of Genie, the Schaeff Group of Companies, Utility
Equipment, Inc., EPAC Holdings, Inc. and Commercial Body Corporation. The
terms of the acquisition agreements require us to issue additional shares
of our common stock in the event that the price of our common stock does
not reach targeted amounts at specified times in the future, although in
many of these cases we are permitted to satisfy our obligations under the
acquisition agreements by paying cash instead of issuing additional shares
of common stock. To the extent we issue additional shares of common stock,
such shares of common stock will have a dilutive effect which may cause the
trading price of our common stock to decline. The maximum aggregate dollar
amount of cash and/or common stock that we may be required to pay under
these acquisition agreements is $20 million.
RISKS RELATED TO OUR BUSINESS
WE MAY FACE LIMITATIONS ON OUR ABILITY TO INTEGRATE ACQUIRED BUSINESSES.
We expect to continue our strategy of identifying and acquiring
businesses with complementary products and services which we believe will
enhance our operations and profitability. We may pay for future
acquisitions from internally generated funds, bank borrowings, public
offerings, private sales of stock or bonds, or some combination of these
methods. However, we cannot give any assurance that we will be able to
continue to find suitable businesses to purchase or that we will be able to
raise the money necessary to complete future acquisitions.
In addition, we cannot guarantee that we will be able to
successfully integrate any business we purchase into our existing business
or that any acquired businesses will be profitable. The successful
integration of new businesses depends on our ability to manage these new
businesses and cut excess costs. Further, in connection with acquisitions,
we may need to consolidate or restructure our newly acquired or existing
facilities, which may require expenditures for severance obligations
related to reductions in workforce and other charges resulting from the
consolidations or restructurings, such as write-down of inventory and lease
termination costs. If we are unable to complete the integration of new
businesses in a timely manner, it could have a materially adverse effect on
our results of operations and financial condition.
For example, in 2002 we acquired Demag Mobile Cranes GmbH & Co.
KG, a manufacturer of cranes, and Genie Holdings, Inc., a manufacturer of
aerial work platform equipment. After comparing these acquired businesses
with our existing businesses and considering how best to integrate their
operations and products with our operations and products, we initiated a
series of restructuring projects aimed at addressing product, channel and
production overlap. These projects included eliminating certain product
lines and closure of certain facilities. As a result of these restructuring
projects, we recorded charges in the fourth quarter of 2002 of $22.8
million for restructuring actions related to the acquisition of Demag and
$1.9 million for restructuring actions related to the acquisition of Genie.
These charges included employee termination costs, costs associated with
asset disposals and facility exit costs.
OUR BUSINESS IS HIGHLY CYCLICAL.
The demand for our products depends upon the general economic
conditions of the markets in which we compete. Downward economic cycles
result in reductions in sales of our products, which may reduce our
profits. We anticipate continuing weak economic conditions in many of our
end markets in the near-term. We have taken a number of steps to reduce our
fixed costs and diversify our operations to decrease the negative impact of
these cycles. There can be no assurance, however, that these steps will
prevent the negative impact of poor economic conditions.
WE OPERATE IN A HIGHLY COMPETITIVE INDUSTRY.
We compete in a highly competitive industry. To compete
successfully, our products must excel in terms of quality, price, product
line, ease of use, safety and comfort, and we must also provide excellent
customer service. The greater financial resources of certain of our
competitors may put us at a competitive disadvantage.
WE RELY ON KEY MANAGEMENT.
We rely on the management and leadership skills of Ronald M.
DeFeo, Chairman of the Board, President and Chief Executive Officer. Mr.
DeFeo has an employment agreement with us which expires on December 31,
2004. The loss of his services could have a significant, negative impact on
our business.
SOME OF OUR CUSTOMERS RELY ON FINANCING WITH THIRD PARTIES TO PURCHASE OUR
PRODUCTS.
We rely on sales of our products to generate cash from
operations. A significant portion of our sales are financed by third party
finance companies on behalf of our customers. The availability of financing
by third parties is affected by general economic conditions, the credit
worthiness of our customers and the estimated residual value of our
equipment. Deterioration in the credit quality of our customers or the
estimated residual value of our equipment could negatively impact the
ability of such customers to obtain the resources needed to make purchases
of our equipment. In addition, as a result of the current economic climate,
the availability of third party financing has become more limited for some
of our customers, which has had a negative effect on such customers'
ability to arrange third party financing.
OUR NEWLY ACQUIRED GENIE SUBSIDIARY PROVIDES FINANCING FOR SOME OF OUR
AERIAL WORK PLATFORM CUSTOMERS.
Our Terex Aerial Work Platforms segment, directly and through
joint ventures, provides financing for some of its customers, primarily in
Europe and the United States, to purchase its equipment. For the most part,
this financing represents sales type leases and operating leases. It has
been the Terex Aerial Work Platforms segment's policy to provide such
financing to its customers in situations where it anticipates that it will
be able to sell the financing obligations to a third party financial
institution within a short period of time. However, until such financing
obligations are sold to a third party or if the Terex Aerial Work Platforms
segment is unable to sell such obligations to a third party, the Terex
Aerial Work Platforms segment retains the risks resulting from such
customer financing. The results of our Terex Aerial Work Platforms segment,
and the Company, could be adversely affected in the event that such
customers default on their contractual lease payments to the Company. The
results of our Terex Aerial Work Platforms segment, and the Company, also
could be adversely affected if the residual values of such leased equipment
declines below its original estimated values and the Company is forced to
subsequently sell such equipment at a loss.
WE ARE SUBJECT TO CURRENCY FLUCTUATIONS AND OTHER RISKS FROM OUR
INTERNATIONAL OPERATIONS.
Our products are sold in over 100 countries around the world.
Thus, our revenues are generated in foreign currencies, including the Euro,
British Pound Sterling, Australian Dollar and the South African Rand, while
costs incurred to generate those revenues are only partly incurred in the
same currencies. Since our financial statements are denominated in U.S.
Dollars, changes in currency exchange rates between the U.S. Dollar and
other currencies have had, and will continue to have, an impact on our
earnings. To date, this impact has not been material on our earnings. To
reduce this currency exchange risk, we may buy protecting or offsetting
positions (known as "hedges") in certain currencies to reduce the risk of
an adverse currency exchange movement. We have not engaged in any
speculative or profit motivated hedging activities. Although we partially
hedge our revenues and costs, currency fluctuations will impact our
financial performance in the future.
Our international operations are also subject to a number of
potential risks. Such risks include, among others, currency exchange
controls, labor unrest, regional economic uncertainty, political
instability, restrictions on the transfer of funds into or out of a
country, export duties and quotas, domestic and foreign customs and
tariffs, current and changing regulatory environments, difficulty in
obtaining distribution support and potentially adverse tax consequences.
These factors may have an adverse effect on our international operations in
the future.
COMPLIANCE WITH ENVIRONMENTAL AND OTHER GOVERNMENTAL REGULATIONS COULD BE
COSTLY AND REQUIRE US TO MAKE SIGNIFICANT EXPENDITURES.
We generate hazardous and nonhazardous wastes in the normal
course of our manufacturing operations. As a result, we are subject to a
wide range of federal, state, local and foreign environmental laws and
regulations. These laws and regulations govern actions that may have
adverse environmental effects and also require compliance with certain
practices when handling and disposing of hazardous and nonhazardous wastes.
These laws and regulations also impose liability for the costs of, and
damages resulting from, cleaning up sites, past spills, disposals and other
releases of hazardous substances, should any of such events occur. No such
incidents have occurred which required us to pay material amounts to comply
with such laws and regulations.
Compliance with these laws and regulations has, and will continue
to require, us to make expenditures. We do not expect that these
expenditures will have a material adverse effect on our business or
profitability.
RESTRICTIONS ON DIVIDENDS
Our ability to pay dividends on our common stock is limited under
the terms of our existing debt agreements. In addition, Delaware law
generally restricts us from paying dividends in circumstances where the
payment would make our liabilities exceed our assets or where the payment
would make us unable to pay our debts as they become due.
We do not plan on paying dividends on our common stock in the
near term. Instead, we intend to retain any earnings to repay indebtedness
and to fund the development and growth of our business. Any future payments
of cash dividends will depend on our financial condition, capital
requirements and earnings, as well as other factors that the Board of
Directors may consider.
USE OF PROCEEDS
All net proceeds from the sale of our shares of common stock
being offered by this prospectus will go to the selling stockholder who is
offering and selling its shares of common stock. Accordingly, we will not
receive any of the proceeds from the sale of the shares of common stock
being offered under this prospectus for the account of the selling
stockholder.
SELLING STOCKHOLDER
The following table sets forth the name of the selling
stockholder, certain information regarding the beneficial ownership of
shares of our common stock by the selling stockholder as of October 13,
2003 and the number of shares of common stock that the selling stockholder
may offer pursuant to this prospectus. Because the selling stockholder is
not obligated to sell its shares, and because it may also acquire publicly
traded shares of our common stock, we cannot estimate how many shares the
selling stockholder will beneficially own after this offering. We may
update the disclosure in this section, to the extent we are required by law
to do so.
Since the date on which the selling stockholder provided this
information, the selling stockholder may have sold, transferred or
otherwise disposed of all or a portion of its shares of common stock in a
transaction or series of transactions exempt from the registration
requirements of the Securities Act of 1933, as amended. Information
concerning the selling stockholder may change from time to time and any
changed information will be set forth in supplements to this prospectus to
the extent required.
Number of Shares of Number of Shares
Name of Common Stock Owned of Common Stock
Selling Stockholder Prior to the Offering Being Offered
------------------- ----------------------- -----------------
SDC International, Inc. 208,591(1) 208,591
________________
(1) Represents less than 1.0% of the outstanding shares of common
stock of Terex.
On December 27, 2001, SDC International borrowed from us
approximately $12.9 million, part of which it used to purchase common
shares of TATRA. On the same date, we entered into a Stock Purchase
Agreement with SDC International and its wholly owned subsidiary, SDC
Prague, pursuant to which we purchased approximately 41% of the outstanding
common shares of TATRA for consideration consisting of the cancellation of
approximately $4.8 million of the $12.9 million owed to us by SDC
International. Following the completion of this purchase, SDC
International, through SDC Prague, owned approximately 51% of the
outstanding common shares of TATRA. In addition, pursuant to the Stock
Purchase Agreement, SDC International issued to us 1,256,837 shares of its
common stock in consideration for our role as a strategic investor in SDC
International and for certain marketing and technology consulting to be
rendered by us to SDC International.
On February 20, 2002, TATRA borrowed from us approximately $5
million. TATRA's obligations pursuant to this loan were guaranteed by SDC
International and SDC Prague. We loaned TATRA an additional $1.5 million in
April 2003 and an additional $1.5 million in June 2003.
On November 13, 2002, we entered into a joint venture with TATRA
USA, Inc., a subsidiary of TATRA, and STV USA under the name of American
Truck Company.
On August 28, 2003, we entered into a Stock Purchase Agreement
with GP Omikron, s.r.o. (a wholly owned subsidiary of ours), and SDC Prague
pursuant to which we purchased the remaining 51% of the outstanding common
shares of TATRA owned by SDC Prague. The consideration for the TATRA shares
consisted primarily of the forgiveness of the remaining debt of SDC
International to us of approximately $8.5 million, the cancellation of the
guarantees by SDC International and SDC Prague of the obligations of TATRA
under our loan to TATRA, and the issuance to SDC Prague of the shares of
our common stock being offered under this prospectus. The transactions
contemplated by this Stock Purchase Agreement were consummated on August
28, 2003.
The shares of our common stock issued to SDC Prague were
subsequently transferred by SDC Prague to SDC International on September
16, 2003.
We are required under the Registration Rights Agreement, dated as
of August 28, 2003, by and among Terex and SDC Prague, to use reasonable
best efforts to keep the registration statement of which this prospectus is
a part effective until the earlier of August 28, 2004 or the date on which
SDC Prague or SDC International no longer own shares of our common stock,
subject to certain exceptions.
DESCRIPTION OF COMMON STOCK
Our restated certificate of incorporation authorizes us to issue
up to 150,000,000 shares of our common stock. As of October 6, 2003 we
had 48,605,755 shares of our common stock outstanding.
The following is a summary of the material terms of our common
stock. Because it is only a summary, it does not contain all the
information that may be important to you. Accordingly, you should read
carefully the more detailed provisions of our restated certificate of
incorporation and amended and restated bylaws.
Each outstanding share of our common stock entitles the holder to
one vote, either in person or by proxy, on all matters submitted to a vote
of stockholders, including the election of directors. There is no
cumulative voting in the election of directors, which means that the
holders of a majority of the outstanding shares of common stock can elect
all of the directors then standing for election. Subject to preferences
which may be applicable to any outstanding shares of preferred stock,
holders of common stock have equal ratable rights to any dividends that may
be declared by the board of directors out of legally available funds.
Holders of our common stock have no conversion, redemption or
preemptive rights to subscribe for any of our securities. All outstanding
shares of our common stock are fully paid and nonassessable. In the event
of any liquidation, dissolution or winding-up of our affairs, holders of
our common stock will be entitled to share ratably in our assets remaining
after provision for payment of liabilities to creditors and preferences
applicable to outstanding shares of preferred stock. The rights,
preferences and privileges of holders of our common stock are subject to
the rights of the holders of any outstanding shares of preferred stock.
Our restated certificate of incorporation provides that directors
shall not be personally liable to us or our stockholders for monetary
damages for breach of fiduciary duties as a director except to the extent
otherwise required by Delaware law. Our amended and restated bylaws provide
for indemnification of our officers and directors to the fullest extent
permitted by Delaware law.
Our amended and restated bylaws provide that our stockholders
must provide prior notice for nominations for election to the board of
directors or for proposing matters which can be acted upon at stockholders
meeting. This provision could be considered an "anti-takeover" provision.
The transfer agent and registrar for our common stock is American
Stock Transfer & Trust Company.
PLAN OF DISTRIBUTION
The shares of common stock offered hereby may be sold from time
to time by the selling stockholder, or by pledgees, donees, transferees or
other successors in interest, to the public. Such sales may be made on one
or more exchanges or in the over-the-counter market, or otherwise, at
prices and at terms then prevailing or at prices related to the then
current market price, or in negotiated transactions. The selling
stockholder will act independently of us in making decisions with respect
to the timing, manner and size of each sale. The selling stockholder could
transfer, distribute, devise or gift shares by other means. Alternatively,
the shares of common stock may be sold from time to time in one or more of
the following transactions, without limitation: (a) a block trade in which
the broker or dealer so engaged will attempt to sell the shares as agent
but may position and resell a portion of the block as principal to
facilitate the transaction, (b) purchases by a broker or dealer as
principal and resale by such broker or dealer or for its account pursuant
to this prospectus, as supplemented, (c) an exchange distribution in
accordance with the rules of such exchange, (d) ordinary brokerage
transactions and transactions in which the broker solicits purchasers, (e)
face to face transactions between sellers and purchasers without a
broker-dealer and (f) by writing options. In addition, any securities
covered by this prospectus which qualify for sale pursuant to Rule 144
under the Securities Act of 1933, as amended, may be sold under Rule 144
rather than pursuant to this prospectus, as supplemented. From time to time
the selling stockholder may engage in short sales, short sales against the
box, puts and calls and other transactions in our securities or derivatives
thereof, and may sell and deliver the shares related to these transactions.
For example, the selling stockholder may (i) enter into transactions
involving short sales of the shares by broker-dealers in the course of
hedging the positions they assume with such selling stockholder; (ii) sell
shares short itself and deliver the shares registered hereby to settle such
short sales or to close out stock loans incurred in connection with its
short positions; (iii) write call options, put options or other derivative
instruments (including exchange-traded options or privately negotiated
options) with respect to the shares, or which its settles through delivery
of the shares; (iv) enter into option transactions or other types of
transactions that require such selling stockholder to deliver shares to a
broker, dealer or other financial institution, who may then resell or
transfer the shares under this prospectus or (v) loan the shares to a
broker, dealer or other financial institution, who may sell the loaned
shares.
From time to time the selling stockholder may pledge its shares
pursuant to the margin provisions of its customer agreements with its
brokers. Upon a default by the selling stockholder, the broker may offer
and sell the pledged shares of common stock from time to time as described
above.
Any broker and any broker-dealers, agents or underwriters that
participate with the selling stockholder in the distribution of the shares
of common stock may be deemed to be "underwriters" within the meaning of
the Securities Act. In this case, any commissions received by these
broker-dealers, agents or underwriters and any profit on the resale of the
shares of common stock purchased by them may be deemed to be underwriting
commissions or discounts under the Securities Act. Because the selling
stockholder may be deemed to be an underwriter within the meaning of
Section 2(11) of the Securities Act, they will be subject to the prospectus
delivery requirements of the Securities Act. We have advised the selling
stockholder that the anti-manipulation rules under the Securities Exchange
Act of 1934, as amended, including Regulation M may apply to sales of the
shares of common stock by the selling stockholder.
All expenses of registration of the common stock (other than
commissions and discounts of underwriters, dealers or agents), estimated to
be approximately $15,360, shall be borne by us. As and when we are required
to update this prospectus, we may incur additional expenses in excess of
this estimated amount.
LEGAL MATTERS
Certain legal matters in connection with the validity of the
shares of common stock offered hereby have been passed upon for us by
Fried, Frank, Harris, Shriver & Jacobson, One New York Plaza, New York, New
York 10004.
EXPERTS
The consolidated financial statements of Terex Corporation as of
December 31, 2002 and 2001 and for each of the three years in the period
ended December 31, 2002 incorporated in this prospectus by reference to the
Annual Report on Form 10-K of Terex Corporation for the year ended December
31, 2002 have been so incorporated in reliance on the reports of
PricewaterhouseCoopers LLP, independent accountants, given on the authority
of said firm as experts in auditing and accounting.
The consolidated financial statements of Genie Holdings, Inc. and
its subsidiaries as of December 31, 2001 and for the year then ended
incorporated in this prospectus by reference to the Current Report on Form
8-K/A of Terex Corporation dated November 26, 2002 have been so
incorporated in reliance on the reports of PricewaterhouseCoopers LLP,
independent accountants, given on the authority of said firm as experts in
auditing and accounting.
ABOUT THIS PROSPECTUS
This prospectus relates to the sale by the selling stockholder of
up to 208,591 shares of our common stock. The selling stockholder may sell
the common stock described in this prospectus in one or more offerings.
This prospectus provides you with a general description of the common stock
the selling stockholder may offer. To the extent required, each time the
selling stockholder sells shares of our common stock, a prospectus
supplement will be provided that will contain specific information about
the terms of that offering. You should read this prospectus and any
accompanying prospectus supplement together with the additional information
contained under the headings "Where You Can Find More Information" and
"Incorporation of Certain Documents By Reference."
You should rely only on the information contained or incorporated
by reference in this prospectus. We have not authorized any other person to
provide you with different information. If anyone provides you with
different or inconsistent information, you should not rely on it. These
securities are not being offered for sale in any jurisdiction where the
offer or sale is not permitted. You should assume that the information
appearing in this prospectus is accurate only as of the date on the front
cover of this prospectus. Our business, financial condition, results of
operations and prospects may have changed since that date.
Information contained in our web site does not constitute part of
this prospectus.
FORWARD-LOOKING STATEMENTS
This prospectus and the documents incorporated by reference
contain and refer to forward-looking statements that involve risks and
uncertainties. Generally, the words "may," "expects," "intends,"
"anticipates," "plans," "projects," "estimates" or similar words are
intended to identify forward-looking statements. However, the absence of
these words does not mean that the statement is not forward-looking. We
have based these forward-looking statements on our current expectations and
projections about future events. These statements are not guarantees of
future performance. It is possible that actual events and results will
differ materially as future events are difficult to predict. In addition,
many of the risks, uncertainties and assumptions about us are beyond our
control. Some of these risks, uncertainties and assumptions are:
o our business is highly cyclical and weak general economic
conditions may affect the sales of our products and our
financial results;
o construction, infrastructure and mining activity are
affected by interest rates and government spending;
o our ability to successfully integrate new businesses may
affect our future performance;
o changes in our key management personnel;
o our businesses are in very competitive industries and may be
affected by pricing, product and other actions taken by our
competitors;
o changes in laws and regulations;
o we manufacture and sell our products in many countries and
we may be affected by changes in exchange rates between
currencies, as well as international politics;
o our ability to manufacture and deliver our products to
customers on a timely basis;
o dependence of some of our customers relying on third party
financing to purchase our products;
o the ability of our suppliers to supply us with parts and
components at competitive prices on a timely basis;
o our ability to pay dividends may be limited by the terms of
our existing debt agreements and state law;
o we have a significant amount of debt and our debt agreements
contain a number of restrictive covenants; and
o we are subject to various environmental laws and
regulations.
The forward-looking statements made or referred to in this
prospectus and the documents incorporated by reference reflect our
expectations and projections at the time the statement was made. We do not
undertake any obligation to update publicly any forward-looking statement
which may result from changes in events, conditions, circumstances or
expectations on which we have based any forward-looking statement.
WHERE YOU CAN FIND MORE INFORMATION
We are a reporting company and file annual, quarterly and special
reports, proxy statements and other information with the Securities and
Exchange Commission, or the SEC. You may read and copy such material at the
Public Reference Room maintained by the SEC at 450 Fifth Street, N.W.,
Washington, D.C. 20549. Please call the SEC at 1-800-SEC-0330 for more
information on the operation of the Public Reference Room. You can also
find our SEC filings at the SEC's web site at http://www.sec.gov. In
addition, you may inspect our SEC filings at the offices of the New York
Stock Exchange, 20 Broad Street, New York, New York 10005.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The SEC allows us to "incorporate by reference" information that
we file with them, which means that we can disclose important information
to you by referring you to those documents. The information incorporated by
reference is an important part of this prospectus, and information that we
file later with the SEC will automatically update and supersede this
information. We incorporate by reference the documents listed below and any
future filings we will make with the SEC under Section 13(a), 13(c), 14 or
15(d) of the Exchange Act:
1. Annual Report on Form 10-K for the year ended December 31,
2002;
2. Quarterly Report on Form 10-Q for the calendar quarter ended
March 31, 2003;
3. Quarterly Report on Form 10-Q for the calendar quarter ended
June 30, 2003;
4. The Company's Notice of Annual Meeting of Stockholders and
Proxy Statement dated April 7, 2003;
5. Current Report on Form 8-K/A dated November 26, 2002, and
filed with the SEC on November 26, 2002;
6. Current Report on Form 8-K dated January 1, 2003, and filed
with the SEC on January 8, 2003;
7. Current Report on Form 8-K dated January 23, 2003, and filed
with the SEC on January 24, 2003;
8. Current Report on Form 8-K dated February 6, 2003, and filed
with the SEC on February 7, 2003;
9. Current Report on Form 8-K dated February 19, 2003, and
filed with the SEC on February 20, 2003;
10. Current Report on Form 8-K dated April 8, 2003, and filed
with the SEC on April 8, 2003;
11. Current Report on Form 8-K dated May 29, 2003, and filed
with the SEC on May 29, 2003;
12. Current Report on Form 8-K dated July 1, 2003, and filed
with the SEC on July 1, 2003;
13. Current Report on Form 8-K dated July 11, 2003, and filed
with the SEC on July 11, 2003;
14. Current Report on Form 8-K dated September 3, 2003, and
filed with the SEC on September 3, 2003;
15. Current Report on Form 8-K dated October 8, 2003, and filed
with the SEC on October 8, 2003; and
16. The description of the Common Stock contained in the
Company's Registration Statement on Form 8-A dated February
22, 1991, including any amendment or report filed with the
Commission for the purpose of updating such description.
This prospectus is part of a registration statement we have filed
with the SEC relating to our common stock. As permitted by SEC rules, this
prospectus does not contain all of the information included in the
registration statement and the accompanying exhibits and schedules we file
with the SEC. You may refer to the registration statement and the exhibits
and schedules for more information about us and our common stock. The
registration statement and exhibits and schedules are also available at the
SEC's Public Reference Room or through its web site.
You may request a copy of these filings at no cost, by writing or
telephoning us at the following address:
Terex Corporation
500 Post Road East
Westport, Connecticut 06880
(203) 222-7170
Attn: Secretary
===============================================================================
208,591 SHARES
TEREX CORPORATION
COMMON STOCK
________________
PROSPECTUS
________________
, 2003
===============================================================================
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION
The following table itemizes the expenses incurred by Terex
Corporation ("Terex" or the "Company") in connection with the offering of
the common stock being registered. All amounts shown are estimates except
the Securities and Exchange Commission (the "Commission") registration fee.
ITEM AMOUNT
----- ------
Registration Fee - Securities and Exchange Commission............. $ 368
Legal Fees and Expenses........................................... 10,000
Accounting Fees and Expenses...................................... 3,000
Miscellaneous..................................................... 2,000
TOTAL.......................................................... $15,368
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS
Section 145 of the Delaware General Corporation Law ("DGCL") and
Terex's amended and restated by-laws provide for the indemnification of
Terex's directors and officers in a variety of circumstances, which may
include liabilities under the Securities Act of 1933, as amended (the
"Securities Act").
Terex's amended and restated by-laws generally requires Terex to
indemnify its officers and directors against all liabilities (including
judgments, settlements, fines and penalties) and reasonable expenses
incurred in connection with the investigation, defense, settlement or
appeal of certain actions, whether instituted by a third party or a
stockholder (either directly or indirectly) and including specifically, but
without limitation, actions brought under the Securities Act, and/or the
Securities Exchange Act of 1934, as amended (the "Exchange Act"); except
that no such indemnification will be permitted if such director or officer
was not successful in defending against any such action and it is
determined that the director officer breached or failed to perform his or
her duties to Terex, and such breach or failure constitutes (i) a willful
breach of his or her "duty of loyalty", (ii) acts or omissions not in good
faith or involving intentional misconduct or a knowing violation of the
law, (iii) a violation of Section 174 of the DGCL, relating to prohibited
dividends or distributions or the repurchase or redemption of stock or (iv)
a transaction where such individual derived an improper financial profit
(unless it is deemed that such profit is immaterial in light of all of the
circumstances) (collectively, "Breach of Duty"). Notwithstanding the
foregoing, subject to certain exceptions, the restated by-laws provide that
directors or officers initiating an action are not entitled to
indemnification.
The amended and restated by-laws of Terex also establish certain
procedures by which (i) a director or officer may request an advance on his
or her reasonable expenses, prior to the final disposition of an action,
(ii) Terex may withhold an indemnification payment from a director or
officer, (iii) a director or officer may be entitled to partial
indemnification and (iv) a director or officer may challenge Terex's denial
to furnish him or her with requested indemnification. Additionally, the
restated by-laws provide that the adverse termination of an action against
an officer or director, is not in and of itself sufficient to create a
presumption that a director or officer engaged in conduct constituting a
Breach of Duty.
Finally, Terex's restated certificate of incorporation contains a
provision which eliminates the personal liability of a director to Terex
and its stockholders for certain breaches of his or her fiduciary duty of
care as a director. This provision does not, however, eliminate or limit
the personal liability of a director (i) for any breach of such director's
"duty of loyalty" (as further defined therein) to Terex or its
stockholders, (ii) for acts or omissions not in "good faith" (as further
defined therein) or which involve intentional misconduct or a knowing
violation of law, (iii) under Section 174 of the DGCL, relating in general
to the willful or negligent payment of an illegal dividend or the
authorization of an unlawful stock repurchase or redemption, or (iv) for
any transaction from which the director derived an improper personal profit
to the extent of such profit. This provision of the restated certificate of
incorporation offers persons who serve on the Board of Directors of Terex
protection against awards of monetary damages resulting from negligent
(except as indicated above) and "grossly" negligent actions taken in the
performance of their duty of care, including grossly negligent business
decisions made in connection with takeover proposals for Terex. As a result
of this provision, the ability of Terex or a stockholder thereof to
successfully prosecute an action against a director for a breach of his
duty of care has been limited. However, the provision does not affect the
availability of equitable remedies such as an injunction or rescission
based upon a director's breach of his duty of care. Although the validity
and scope of Section 145 of the DGCL has not been tested in court, the
Securities and Exchange Commission (the "Commission") has taken the
position that the provision will have no effect on claims arising under the
federal securities laws.
Terex maintains a directors' and officers' insurance policy which
insures the officers and directors of Terex from any claim arising out of
an alleged wrongful act by such persons in their respective capacities as
officers and directors of Terex.
ITEM 16. EXHIBITS
(a) Exhibits:
4.1 Registration Rights Agreement, dated as of August 28, 2003,
by and among Terex Corporation and SDC Prague, s.r.o.*
4.2 Stock Purchase Agreement, dated as of August 28, 2003, by
and among SDC Prague, s.r.o., Terex Corporation, and GP
Omikron, s.r.o.*
5.1 Opinion of Fried, Frank, Harris, Shriver & Jacobson as to
the legality of securities being registered.
23.1 Consent of Fried, Frank, Harris, Shriver & Jacobson
(included as part of Exhibit 5.1).
23.2 Consent of PricewaterhouseCoopers LLP (relates to Terex
Corporation financial statements).
23.3 Consent of PricewaterhouseCoopers LLP (relates to Genie
Holdings, Inc. financial statements).
24.1 Power of attorney (included on signature page).*
___________________________
* Previously filed.
ITEM 17. UNDERTAKINGS
The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are
being made, a post-effective amendment to this registration statement:
(i) To include any prospectus required by Section
10(a)(3) of the Securities Act;
(ii) To reflect in the prospectus any facts or events
arising after the effective date of the registration statement (or the most
recent post-effective amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the information set forth in
the registration statement. Notwithstanding the foregoing, any increase or
decrease in volume of securities offered (if the total dollar value of
securities offered would not exceed that which was registered) and any
deviation from the low or high end of the estimated maximum offering range
may be reflected in the form of prospectus filed with the Commission
pursuant to Rule 424(b) if, in the aggregate, the changes in volume and
price represent no more than a 20 percent change in the maximum aggregate
offering price set forth in the "Calculation of Registration Fee" table in
the effective registration statement;
(iii) To include any material information with respect
to the plan of distribution not previously disclosed in the registration
statement or any material change to such information in the registration
statement;
provided, however, that paragraphs (1)(i) and (1)(ii) do not
apply if the information required to be included in a post-effective
amendment by those paragraphs is contained in periodic reports filed with
or furnished to the Commission by the Company pursuant to Section 13 or
Section 15(d) of the Exchange Act, that are incorporated by reference in
the registration statement.
(2) That, for the purpose of determining any liability under
the Securities Act, each such post-effective amendment shall be deemed to
be a new registration statement relating to the securities offered therein,
and the offering of such securities at that time shall be deemed to be the
initial bona fide offering thereof.
(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at the
termination of the offering.
The Company hereby further undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the
Company's annual report pursuant to Section 13(a) or Section 15(d) of the
Exchange Act (and, where applicable, each filing of an employee benefit
plan's annual report pursuant to Section 15(d) of the Exchange Act) that is
incorporated by reference in the registration statement shall be deemed to
be a new registration statement relating to the securities offered therein,
and the offering of such securities at that time shall be deemed to be the
initial bona fide offering thereof.
The Company hereby further undertakes to deliver or cause to be
delivered with the prospectus, to each person to whom the prospectus is
sent or given, the latest annual report to security holders that is
incorporated by reference in the prospectus and furnished pursuant to and
meeting the requirements of Rule 14a-3 or Rule 14c-3 under the Exchange
Act; and, where interim financial information required to be presented by
Article 3 of Regulation S-X are not set forth in the prospectus, to
deliver, or cause to be delivered to each person to whom the prospectus is
sent or given, the latest quarterly report that is specifically
incorporated by reference in the prospectus to provide such interim
financial information.
Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers, and controlling
persons of the Company pursuant to the foregoing provisions, or otherwise,
the Company has been advised that in the opinion of the Commission such
indemnification is against public policy as expressed in the Securities Act
and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
Company of expenses incurred or paid by a director, officer or controlling
person of the Company in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the Company will, unless
in the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question
whether such indemnification by it is against public policy as expressed in
the Securities Act and will be governed by the final adjudication of such
issue.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as
amended, the Registrant certifies that it has reasonable grounds to believe
that it meets all of the requirements for filing on Form S-3 and has duly
caused this Amendment No. 1 to the Registration Statement to be signed on
its behalf by the undersigned, thereunto duly authorized, in the City of
Westport, State of Connecticut, on October 7, 2003.
TEREX CORPORATION
By: /s/ Eric I Cohen
-----------------------------
Eric I Cohen
Senior Vice President, Secretary
and General Counsel
Pursuant to the requirements of the Securities Act of 1933, as
amended, this Amendment No. 6 to the Registration Statement has been signed
by the following persons in the capacities and on the dates indicated.
Name Title Date
---- ----- ----
/s/ Ronald M. DeFeo Chairman, Chief Executive Officer October 7, 2003
--------------------- and Director (Principal Executive Officer)
Ronald M. DeFeo
/s/ Phillip C. Widman Chief Financial Officer (Principal October 7, 2003
--------------------- Financial Officer)
Phillip C. Widman
/s/ Mark T. Cohen Controller (Principal Accounting Officer) October 7, 2003
---------------------
Mark T. Cohen
* Director October 7, 2003
--------------------
G. Chris Andersen
* Director October 7, 2003
---------------------
William H. Fike
* Director October 7, 2003
---------------------
Donald P. Jacobs
* Director October 7, 2003
---------------------
Don DeFosset
* Director October 7, 2003
---------------------
David A. Sachs
* Director October 7, 2003
---------------------
J.C. Watts, Jr.
* Director October 7, 2003
---------------------
Helge H. Wehmeier
*By: /s/ Eric I Cohen October 7, 2003
--------------------
Eric I Cohen
(Attorney-in-fact)
EXHIBIT INDEX
Exhibit No. Description
----------- -----------
4.1 Registration Rights Agreement, dated as of August 28, 2003,
by and among Terex Corporation and SDC Prague, s.r.o.*
4.2 Stock Purchase Agreement, dated as of August 28, 2003, by
and among SDC Prague, s.r.o., Terex Corporation, and GP
Omikron, s.r.o.*
5.1 Opinion of Fried, Frank, Harris, Shriver & Jacobson as to
the legality of securities being registered.
23.1 Consent of Fried, Frank, Harris, Shriver & Jacobson
(included as part of Exhibit 5.1).
23.2 Consent of PricewaterhouseCoopers LLP (relates to Terex
Corporation financial statements).
23.3 Consent of PricewaterhouseCoopers LLP (relates to Genie
Holdings, Inc. financial statements).
24.1 Power of attorney (included on signature page).*
__________________________
* Previously filed.