-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: keymaster@town.hall.org Originator-Key-Asymmetric: MFkwCgYEVQgBAQICAgADSwAwSAJBALeWW4xDV4i7+b6+UyPn5RtObb1cJ7VkACDq pKb9/DClgTKIm08lCfoilvi9Wl4SODbR1+1waHhiGmeZO8OdgLUCAwEAAQ== MIC-Info: RSA-MD5,RSA, HXiLU/hy1RJAjdcrXUll6NznzXqPvyeiy9SIZdfiualmNnal6Go/0A3sJtIR6Q1t CQmbigvlPldRA5jJ2GitiA== 0000897423-94-000023.txt : 19940531 0000897423-94-000023.hdr.sgml : 19940531 ACCESSION NUMBER: 0000897423-94-000023 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 19940527 GROUP MEMBERS: AIRLIE ASSOCIATES II GROUP MEMBERS: AIRLIE GROUP LP ET AL GROUP MEMBERS: DORT A. CAMERON III GROUP MEMBERS: DOUGLAS K. BRATTON GROUP MEMBERS: EBD L.P. GROUP MEMBERS: GEOFFREY P. RAYNOR GROUP MEMBERS: THOMAS M. TAYLOR GROUP MEMBERS: THOMAS M. TAYLOR & CO. GROUP MEMBERS: TMT-FW, INC. SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: TEREX CORP CENTRAL INDEX KEY: 0000097216 STANDARD INDUSTRIAL CLASSIFICATION: 3715 IRS NUMBER: 341531521 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-39771 FILM NUMBER: 94531205 BUSINESS ADDRESS: STREET 1: 500 POST ROAD EAST CITY: WESTPORT STATE: CT ZIP: 06880 BUSINESS PHONE: 203-222-7008 MAIL ADDRESS: STREET 1: 500 POST ROAD EAST CITY: WESTPORT STATE: CT ZIP: 06880 FORMER COMPANY: FORMER CONFORMED NAME: BLACK MAMMOTH CONSOLIDATED MINING CO DATE OF NAME CHANGE: 19671002 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: AIRLIE GROUP LP ET AL CENTRAL INDEX KEY: 0000904429 STANDARD INDUSTRIAL CLASSIFICATION: 0000 STATE OF INCORPORATION: TX FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 201 MAIN ST STREET 2: SUITE 3200 CITY: FORT WORTH STATE: TX ZIP: 76102 BUSINESS PHONE: 817-390-8400 MAIL ADDRESS: STREET 1: 201MAIN STREET STREET 2: SUITE 2500 CITY: FORTWORTH STATE: TX ZIP: 76102 SC 13D/A 1 TEREX CORPORATION SCHED. 13D AMEND. NO. 10 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D** Under the Securities Exchange Act of 1934 (Amendment No. 10)* Terex Corporation (Name of Issuer) Common Stock, Par Value $.01 Per Share (Title of Class of Securities) 880779103 (CUSIP Number) W. Robert Cotham 201 Main Street, Suite 2600,Fort Worth, Texas 76102 (817)390-8400 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) May 20, 1994 (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 [ ]. Check the following box if a fee is being paid with the statement [ ]. *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). **As described in Item 4 hereof, the total number of shares reported herein is a minimum of 1,375,500 and a maximum of 1,455,500, which constitutes approximately 13.6% and 14.3%, respectively, of the total number of shares outstanding, assuming, pursuant to Rule 13d-3(d)(1)(i) under the Act, that there are 10,423,067 and 10,503,067 shares, respectively, of the Stock outstanding. The number of outstanding shares of the Stock reported in the Issuer's most recent quarterly report on Form 10- Q is 10,303,067. (Continued on following page(s)) Pursuant to Rule 13d-2(a) of Regulation 13D-G of the General Rules and Regulations under the Securities Exchange Act of 1934, as amended (the "Act"), the undersigned hereby amend their Schedule 13D Statement dated January 17, 1989, as amended by Amendment No. 1 dated April 26, 1991, Amendment No. 2 dated July 2, 1991, Amendment No. 3 dated June 23, 1992, Amendment No. 4 dated October 6, 1992, Amendment No. 5 dated November 23, 1992, Amendment No. 6 dated December 21, 1992, Amendment No. 7 dated April 2, 1993, Amendment No. 8 dated April 19, 1993, and Amendment No. 9 dated December 22, 1993 (the "Schedule 13D"), relating to the Common Stock, par value $.01 per share, of Terex Corporation. Unless otherwise indicated, all defined terms used herein shall have the same meanings respectively ascribed to them in the Schedule 13D. ITEM 1. SECURITY AND ISSUER. No material change ITEM 2. IDENTITY AND BACKGROUND. Paragraphs (a) - (c) of Item 2 are hereby amended by adding at the end thereof the following: Effective as of May 20, 1994, DAS terminated his employment with TMT-FW. As a result of the termination of such relationship, DAS and his spouse, KRS, shall no longer be Reporting Persons for purposes of this and all future filings on Schedule 13D. (d) - (f) No material change ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION. No material change ITEM 4. PURPOSE OF TRANSACTION. No material change ITEM 5. INTEREST IN SECURITIES OF THE ISSUER. No material change ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER. No material change ITEM 7. MATERIAL TO BE FILED AS EXHIBITS. No material change After reasonable inquiry and to the best of our knowledge and belief, we certify that the information set forth in this statement is true, complete and correct. Dated: May 25, 1994 THE AIRLIE GROUP L.P., a Delaware limited partnership By: EBD L.P., a Delaware limited partnership, General Partner By: TMT-FW, Inc., a Texas corporation, General Partner By: /s/ W. R. Cotham W. R. Cotham, Vice President EBD L.P., a Delaware limited partnership By: TMT-FW, Inc., a Texas corporation, General Partner By: /s/ W. R. Cotham W. R. Cotham, Vice President /s/ W. R. Cotham W. R. Cotham, Vice President of: TMT-FW, INC. THOMAS M. TAYLOR & CO. Attorney-in-Fact for: DORT A. CAMERON III (1) THOMAS M. TAYLOR (2) DOUGLAS K. BRATTON (3) GEOFFREY P. RAYNOR (4) AIRLIE ASSOCIATES II (5) (1) A Power of Attorney authorizing W. R. Cotham, et al., to act on behalf of Dort A. Cameron III previously has been filed with the Securities and Exchange Commission. (2) A Power of Attorney authorizing W. R. Cotham, et al., to act on behalf of Thomas M. Taylor previously has been filed with the Securities and Exchange Commission. (3) A Power of Attorney authorizing W. R. Cotham, et al., to act on behalf of Douglas K. Bratton previously has been filed with the Securities and Exchange Commission. (4) A Power of Attorney authorizing W. R. Cotham, et al., to act on behalf of Geoffrey P. Raynor previously has been filed with the Securities and Exchange Commission. (5) A Power of Attorney authorizing W. R. Cotham, et al., to act on behalf of Airlie Associates II previously has been filed with the Securities and Exchange Commission. EXHIBIT INDEX EXHIBIT DESCRIPTION Exhibit 99.1 Agreement Pursuant to Rule 13d-1(f)(l)(iii), filed herewith. Exhibit B Information with respect to the partners of Trailer, previously filed with Amendment No. 1 to the Schedule 13D. Exhibit C Loan Agreement dated as of July 13, 1989, between TAG and KCS, previously filed with Amendment No. 1 to the Schedule 13D. Exhibit D Promissory Note from KCS to TAG, previously filed with Amendment No. 1 to the Schedule 13D. Exhibit E Pledge Agreement between KCS and TAG, previously filed with Amendment No. 1 to the Schedule 13D. Exhibit F Agreement dated as of April 25, 1991, among TAG, Trailer, KCS, Holdings, Fruehauf and the Issuer, previously filed with Amendment No. 1 to the Schedule 13D. Exhibit G Power of Attorney of Trailer, previously filed with Amendment No. 2 to the Schedule 13D. Exhibit H Exchange Agreement by and among Fruehauf, TAG and Trailer, previously filed with Amendment No. 2 to the Schedule 13D. Exhibit I Exchange Agreement by and among Fruehauf, the Issuer, TAG, Trailer and KCS, previously filed with Amendment No. 2 to the Schedule 13D. Exhibit J Exchange Agreement by and among the Issuer, TAG, Trailer and KCS, previously filed with Amendment No. 2 to the Schedule 13D. Exhibit K Registration Rights Agreement by and among the Issuer, KCS, TAG and Trailer, previously filed with Amendment No. 2 to the Schedule 13D. Exhibit L Information with respect to the partners of AAII, previously filed with Amendment No. 3 to the Schedule 13D. Exhibit M Power of Attorney of David A. Sachs, previously field with Amendment No. 3 to the Schedule 13D. Exhibit N Power of Attorney of Karen R. Sachs, previously filed with Amendment No. 3 to the Schedule 13D. Exhibit O Power of Attorney of Douglas K. Bratton, previously filed with Amendment No. 3 to the Schedule 13D. Exhibit P Power of Attorney of Airlie Associates II, previously filed with Amendment No. 5 to the Schedule 13D. Exhibit Q Press Release of the Issuer issued on April 19, 1993, previously filed with Amendment No. 8 to the Schedule 13D. Exhibit 4.1 Letter Agreement dated December 20, 1993, between the Issuer and TAG, previously filed with Amendment No. 9 to the Schedule 13D. Exhibit 4.2 Certificate of Designation of Preferences and Rights of Series A Cumulative Redeemable Convertible Preferred Stock of the Issuer, previously filed with Amendment No. 9 to the Schedule 13D. Exhibit 4.3 Preferred Stock Registration Rights Agreement dated December 20, 1993, among the Issuer and the signatory parties thereto, previously filed with Amendment No. 9 to the Schedule 13D. Exhibit 4.4 Warrant Registration Rights Agreement dated December 20, 1993, among the Issuer and the signatory parties thereto, previously filed with Amendment No. 9 to the Schedule 13D. Exhibit 4.5 Warrant Agreement dated December 20, 1993, between the Issuer and Mellon Securities Trust Company, as Warrant Agent, previously filed with Amendment No. 9 to the Schedule 13D. EX-99.1 2 JOINT FILING AGREEMENT FOR SCHED. 13D AMEND. NO. 10 EXHIBIT 99.1 Pursuant to Rule 13d-1(f)(iii) of Regulation 13D-G of the General Rules and Regulations of the Securities and Exchange Commission under the Securities Exchange Act of 1934, as amended, the undersigned agree that the statement to which this Exhibit is attached is filed on behalf of them in the capacities set forth hereinbelow. THE AIRLIE GROUP L.P., a Delaware limited partnership By: EBD L.P., a Delaware limited partnership, General Partner By: TMT-FW, Inc., a Texas corporation, General Partner By:/s/ W. R. Cotham W. R. Cotham, Vice President EBD L.P., a Delaware limited partnership By: TMT-FW, Inc., a Texas corporation, General Partner By:/s/ W. R. Cotham W. R. Cotham, Vice President /s/ W. R. Cotham W. R. Cotham, Vice President of: TMT-FW, INC. THOMAS M. TAYLOR & CO. Attorney-in-Fact for: DORT A. CAMERON III (1) THOMAS M. TAYLOR (2) DOUGLAS K. BRATTON (3) GEOFFREY P. RAYNOR (4) AIRLIE ASSOCIATES II (5) (1) A Power of Attorney authorizing W. R. Cotham, et al., to act on behalf of Dort A. Cameron III previously has been filed with the Securities and Exchange Commission. (2) A Power of Attorney authorizing W. R. Cotham, et al., to act on behalf of Thomas M. Taylor previously has been filed with the Securities and Exchange Commission. (3) A Power of Attorney authorizing W. R. Cotham, et al., to act on behalf of Douglas K. Bratton previously has been filed with the Securities and Exchange Commission. (4) A Power of Attorney authorizing W. R. Cotham, et al., to act on behalf of Geoffrey P. Raynor previously has been filed with the Securities and Exchange Commission. (5) A Power of Attorney authorizing W. R. Cotham,et al., to act on behalf of Airlie Associates II previously has been filed with the Securities and Exchange Commission. -----END PRIVACY-ENHANCED MESSAGE-----