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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 31, 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 31, 2005, in which Terex provided certain financial results for its fiscal
quarter ended March 31, 2005, updated its outlook for its year ended December
31, 2005 and announced that it has obtained a waiver from its senior bank
lending group allowing the Company until June 30, 2005 to provide its lenders
with its financial information for the year ended December 31, 2004 and the
quarter ended March 31, 2005. A copy of this press release is included as
Exhibit 99.1 to this Form 8-K.
(b) 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 31, 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 31, 2005
TEREX CORPORATION
By: /s/ Phillip C. Widman
Phillip C. Widman
Senior Vice President and
Chief Financial Officer
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