-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, IpNzPZQoAUvsut3YJ7GWGy5ULIFzcLy4UiJmfYv8OpFrNwh4OyFtCW6QcLE7CHyv bJxmFTAm1CyciUfJ+6OOlg== 0001068698-98-000023.txt : 19980826 0001068698-98-000023.hdr.sgml : 19980826 ACCESSION NUMBER: 0001068698-98-000023 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19980825 SROS: NYSE SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: TEREX CORP CENTRAL INDEX KEY: 0000097216 STANDARD INDUSTRIAL CLASSIFICATION: INDUSTRIAL TRUCKS TRACTORS TRAILERS & STACKERS [3537] IRS NUMBER: 341531521 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: SEC FILE NUMBER: 005-39771 FILM NUMBER: 98697461 BUSINESS ADDRESS: STREET 1: 500 POST ROAD EAST CITY: WESTPORT STATE: CT ZIP: 06880 BUSINESS PHONE: 2032227170 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: LENZ RANDOLPH W CENTRAL INDEX KEY: 0000927374 STANDARD INDUSTRIAL CLASSIFICATION: [] FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 2419 E COMMERCIAL BLVD STREET 2: SUITE 304 CITY: FT LAUDERDALE STATE: FL ZIP: 33308 BUSINESS PHONE: 9542029990 MAIL ADDRESS: STREET 1: 2419 E COMMERCIAL BLVD STREET 2: SUITE 304 CITY: FT LAUDERDALE STATE: FL ZIP: 33308 SC 13D/A 1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D/A (AMENDMENT NO. 19) Terex Corporation (Name of Issuer) Common Stock, $0.01 par value per share (Title of Class of Securities) 880779 10 3 (CUSIP Number) Randolph W. Lenz With copies to: c/o Equity Merchant Banking Corp. Thomas S. Gallagher, Esq. 2419 E. Commercial Blvd.,Suite 304 66 Larchmont Avenue Fort Lauderdale, Florida 33308 Larchmont, New York 10538 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) May 14, 1997 (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 o. Note: Six copies of this statement, including all exhibits, should be filed with the Commission. See Rule 13d-1(a) for other parties to whom copies are to be sent. *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). Page 1 of 4 pages CUSIP NO. 880779 10 3 SCHEDULE 13D/A Page 2 of 4 Pages 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Randolph W. Lenz 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) / / (b) / / 3 SEC USE ONLY 4 SOURCE OF FUNDS* PF 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) / / 6 CITIZENSHIP OR PLACE OF ORGANIZATION United States NUMBER OF 7 SOLE VOTING POWER SHARES BENEFICIALLY 4,078,000 OWNED BY EACH 8 SHARED VOTING POWER REPORTING PERSON 9 SOLE DISPOSITIVE POWER WITH 4,078,000 10 SHARED DISPOSITIVE POWER 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 4,078,000 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* / / 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 29.5% of the Common Stock outstanding as of the date hereof. 14 TYPE OF REPORTING PERSON* IN Terex Corporation Schedule 13D/A ITEM 1 SECURITY AND ISSUER. This Statement relates to shares of common stock(the "Common Stock")of Terex Corporation and its predecessor, Northwest Engineering Company(the "Company"). The address of the Company's principal executive offices is 500 Post Road East, Suite 320, Westport, CT 06880. In 1988, Northwest Engineering Company merged into the Company, with the Company being the surviving entity and the issuer of the Company's registered securities. ITEM 2. IDENTITY AND BACKGROUND. (a) - (c) This Statement is being filed by Randolph W. Lenz ("Reporting Person" or "Mr. Lenz"). Mr. Lenz is a citizen of the United States. The business and office address of the Reporting Person is 2419 East Commercial Boulevard, Suite 304, Fort Lauderdale, Florida 33308. (d) - (e) During the last five years, the Reporting Person has not (i) been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) nor has he (ii) been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction which resulted in a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws. (f) Not applicable. ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION. Not applicable. ITEM 4. PURPOSE OF TRANSACTION. Not applicable. Page 3 of 4 pages Terex Corporation Schedule 13D/A ITEM 5. INTEREST IN SECURITIES OF THE COMPANY. Subsequent to Mr. Lenz's sale in April 1997 of 81,650 shares of Company Common stock for total consideration of $1,119,590 and Mr. Lenz's acquisition in April 1997 of 33,333 shares of restricted Company Common Stock pursuant to the retirement plan and Mr. Lenz's sale on May 14, 1997 of 138,000 shares of Company Common stock for total consideration of $2,162,123, Mr. Lenz owns beneficially 4,272,884 shares of Company Common Stock, or 32% of the total number of shares of Company Common Stock outstanding. Mr. Lenz has the sole power to vote and dispose of the shares of Common Stock. ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE COMPANY. ITEM 7. MATERIAL TO BE FILED AS EXHIBITS. None. SIGNATURE After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. Dated: August 14, 1998 By: /s/Randolph W. Lenz _______________________________ RANDOLPH W. LENZ By: /s/Thomas S. Gallagher, Esq. ________________________________ By: Thomas S. Gallagher, Esq. Attorney-in-Fact Pursuant to Power of Attorney, dated August 13, 1998 (attached as Exhibit A to Mr. Lenz's Schedule 13D Amendment No. 1 for Terex Corporation), dated August 14, 1998 and incorporated herein by reference) Page 4 of 4 Pages -----END PRIVACY-ENHANCED MESSAGE-----