-----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, J4BX8c+Zcej4boAJonTf6qYw2BV9jwRieMiHPc0tsheW9MQRtVII5m8/JMuDzIHE 1Gl/uYcDhBGw2wZufgziDA== 0000097216-03-000028.txt : 20030627 0000097216-03-000028.hdr.sgml : 20030627 20030627115024 ACCESSION NUMBER: 0000097216-03-000028 CONFORMED SUBMISSION TYPE: 11-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20021231 FILED AS OF DATE: 20030627 FILER: 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: 11-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-10702 FILM NUMBER: 03760076 BUSINESS ADDRESS: STREET 1: 500 POST ROAD EAST STREET 2: STE 320 CITY: WESTPORT STATE: CT ZIP: 06880 BUSINESS PHONE: 2032227170 MAIL ADDRESS: STREET 1: 500 POST ROAD EAST STREET 2: STE 320 CITY: WESTPORT STATE: CT ZIP: 06880 FORMER COMPANY: FORMER CONFORMED NAME: BLACK MAMMOTH CONSOLIDATED MINING CO DATE OF NAME CHANGE: 19671002 11-K 1 rep11k03.txt TEREX CORP. 11-K 06/27/03 REPRESENTED EMPLOYEES UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 11-K ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 (Mark One) [ X ] ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 [NO FEE REQUIRED] For the fiscal year ended December 31, 2002 OR [ ] TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 [NO FEE REQUIRED] For the transition period from __________ to __________ Commission file number ____________________ A. Full title of the plan and the address of the plan, if different from that of the issuer named below: The Terex Corporation and Affiliates' 401(k) Retirement Savings Plan for Represented Employees B. Name of issuer of the securities held pursuant to the plan and the address of its principal executive office: Terex Corporation 500 Post Road East, Suite 320 Westport, Connecticut 06880 TEREX CORPORATION AND AFFILIATES' 401(k) RETIREMENT SAVINGS PLAN FOR REPRESENTED EMPLOYEES Financial Statements December 31, 2002 TEREX CORPORATION AND AFFILIATES' 401(k) RETIREMENT SAVINGS PLAN FOR REPRESENTED EMPLOYEES INDEX - -------------------------------------------------------------------------------- Page ---- REPORT OF INDEPENDENT AUDITORS.................................................1 FINANCIAL STATEMENTS: Statements of Net Assets Available for Benefits............................2 Statement of Changes in Net Assets Available for Benefits..................3 Notes to Financial Statements..........................................4 - 7 Report of Independent Auditors To the Participants and Administrative Committee of the Terex Corporation and Affiliates' 401(k) Retirement Savings Plan for Represented Employees In our opinion, the accompanying statements of net assets available for benefits and the related statement of changes in net assets available for benefits present fairly, in all material respects, the net assets available for benefits of the Terex Corporation and Affiliates' 401(k) Retirement Savings Plan for Represented Employees (the "Plan") at December 31, 2002 and 2001, and the changes in net assets available for benefits for the year ended December 31, 2002, in conformity with accounting principles generally accepted in the United States of America. These financial statements are the responsibility of the Plan's management; our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits of these statements in accordance with auditing standards generally accepted in the United States of America, which require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion. As discussed in Note 1, effective December 31, 2002, the Plan merged into the Terex Corporation and Affiliates' 401 (k) Retirement Savings Plan and ceased to exist as a separate plan. PricewaterhouseCoopers LLP Stamford, Connecticut June 26, 2003 1 TEREX CORPORATION AND AFFILIATES' - -------------------------------------------------------------------------------- 401(k) RETIREMENT SAVINGS PLAN FOR REPRESENTED EMPLOYEES STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS AS OF DECEMBER 31 - -------------------------------------------------------------------------------- 2002 2001 ----------- ----------- ASSETS: Plan's interest in Terex Corporation 401(k) Retirement Savings Plan Master Trust.............. $ --- $ 6,005,487 Receivables: Employee contributions....................... --- 41,262 Employer contributions....................... --- 12,973 ----------- ----------- Total receivables........................ --- 54,235 ----------- ----------- NET ASSETS AVAILABLE FOR BENEFITS...................... $ --- $ 6,059,722 =========== =========== See accompanying notes to financial statements. 2 STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS FOR THE YEAR ENDED DECEMBER 31, 2002 - -------------------------------------------------------------------------------- ADDITIONS: Plan's interest in net earnings of Terex Corporation 401(k) Retirement Savings Plan Master Trust....................... $ (888,518) Employee contributions...................................... 577,113 Employer contributions...................................... 219,956 Rollover contributions...................................... 14,986 -------------- Total additions........................................ (76,463) -------------- DEDUCTIONS: Withdrawals................................................. (1,582,087) Administrative fees......................................... (3,246) Transfer to Terex Plan...................................... (4,397,926) -------------- Total deductions....................................... (5,983,259) -------------- NET DECREASE........................................... (6,059,722) NET ASSETS AVAILABLE FOR BENEFITS Beginning of period......................................... 6,059,722 -------------- End of period............................................... $ --- ============== See accompanying notes to financial statements. 3 TEREX CORPORATION AND AFFILIATES' 401(k) RETIREMENT SAVINGS PLAN FOR REPRESENTED EMPLOYEES NOTES TO FINANCIAL STATEMENTS - -------------------------------------------------------------------------------- 1. DESCRIPTION OF THE PLAN The following description of the Terex Corporation and Affiliates' 401(k) Retirement Savings Plan for Represented Employees (the "Plan") provides only general information. Participants should refer to the Plan document for a more complete description of the Plan's provisions. General - The Plan is a defined contribution plan that covers certain eligible employees of Terex Corporation and its subsidiaries ("Terex" or the "Company") meeting minimum eligibility requirements. Certain officers of Terex serve as trustees of the Plan (the "Trustees"). The investments of the Plan are held by Fidelity Management Trust Company ("Fidelity") and Massachusetts Mutual Life Insurance Company ("MassMutual"). Effective December 31, 2002, the Plan merged with the Terex Corporation and Affiliates 401(k) Retirement Savings Plan ("Terex Plan") and all participants became participants in the Terex Plan. Assets valued at $4,397,926 were transferred into the Terex Plan from the Plan on December 31, 2002. The Plan is subject to the provisions of the Employee Retirement Income Security Act of 1974 ("ERISA"). An Administrative Committee, consisting of at least three members appointed by the Company's Board of Directors, administers the benefit structure of the Plan. The Company is considered the Plan Administrator for purposes of ERISA. Participants of the Plan are the hourly-rate employees of the Company's PPM Cranes ("PPM") Unit, Unit Rig division ("Unit Rig"), the Terex Parts Distribution Center ("Southaven"), The American Crane Corporation ("American Crane"), Cedarapids, Inc. ("Cedarapids"), and the former Bowerston Division of Simon Access ("Bowerston"), which was closed subsequent to the acquisition of the business on April 7, 1997. Investments of the former Bowerston employees remain in the Plan, however, there are no additional employee or employer contributions being made. Terms for each subsidiary location are negotiated under separate collective bargaining agreements and differ with respect to participant eligibility, participant contributions and employer contributions. The general provisions for each location are discussed below. Participant Eligibility- Employees at Unit Rig are eligible to participate in the Plan after they complete six months of service, and employees at Southaven and PPM are eligible to participate after three months of service. Employees at American Crane and Cedarapids are eligible to participate in the Plan on the first day of the month following their hiring. Prior to January 1, 2002, employees at American Crane were eligible to participate in the Plan on the date on which they performed an hour of service as an employee. Participant Contributions - Participants may contribute a maximum of 80% of their compensation to the Plan in any combination of pre-tax or post-tax earnings. Prior to January 1, 2002, participant contributions were limited as follows: Unit Rig - up to 20% of their compensation; participants at Southaven, PPM, American Crane and Cedarapids could contribute up to 16% of their compensation. The maximum pre-tax contribution permitted under Internal Revenue Service ("IRS") regulations in 2002 was $11,000. Participants age 50 and older can elect to make additional pre-tax contributions ("catch-up contributions") up to the limits prescribed by IRS regulations. These additional catch-up contributions are not eligible for matching employer contributions. Participants are able to direct current contributions and redistribute accumulated contributions and earnings between investment funds. Employer Contributions - Unit Rig provides that Terex will match 50% of the first 6% of the employee's salary that is contributed to the Plan. Southaven provides that Terex will match 50% of the first 6% (8% effective January 1, 2001) of the employee's salary that is contributed to the Plan. PPM provides that Terex will match 50% of the first 5% (6% effective April 1, 2001) of the employee's salary that is contributed to the Plan. American Crane provides that Terex will match 50% of the first 8% of the employee's contribution, prior to January 1, 2002, the Company match could 4 TEREX CORPORATION AND AFFILIATES' 401(k) RETIREMENT SAVINGS PLAN FOR REPRESENTED EMPLOYEES NOTES TO FINANCIAL STATEMENTS - -------------------------------------------------------------------------------- not exceed $800 in the plan year. Cedarapids provides that Terex will match 100% of the first 4% of the employee's salary that is contributed to the Plan. The Company may make, in its sole discretion, supplementary contributions. All Company contributions are restricted and are invested in Terex Common Stock. However, each calendar year on the first business day of the second quarter, all restricted Company matching contributions in Terex Common Stock will be reclassified to unrestricted, thereby allowing participants to exchange the value of Terex Common Stock into other investment options. All Company matching contributions posted thereafter will once again be restricted and invested in Terex Common Stock until the following first business day of the second quarter. Contribution Limits - Contributions are limited in that the sum of: a) total employer contributions and b) total employee pre-tax contributions and c) total employee post-tax contributions, cannot exceed the lesser of: i) $40,000 or ii) 100% (25% for years prior to 2002) of the participant's total compensation for the year. Vesting - All participants are immediately fully vested in their voluntary contributions plus any actual earnings thereon. Participants at Southaven, PPM, American Crane, Unit Rig and Cedarapids vest in the employer matching contributions after one year of eligible service. Participants employed at Bowerston on April 7, 1997, are fully vested in employer contributions. Bowerston participants hired after April 7, 1997, but prior to the closure of the facility vested in employer contributions after one year of eligible service. Forfeitures - Nonvested employer contributions of employees that have separated from the Company become forfeitures and are held in a separate account and shall be used to reduce future employer contributions. Effective January 1, 2002, forfeitures can also be used to pay the Plan's administrative expenses. However, employees that return to service within five years from their separation date will be entitled to continue vesting on the employer contributions which were previously forfeited. Allocation of Earnings - Each participant's account is credited with contributions and an allocation of earnings from the respective investment funds. A participant's contributions are used to purchase shares in the various investment funds. The value of and the earnings credited to a participant's account are based on the proportionate number of shares owned by the participant and the fair value of the investment on the valuation date. Payment of Benefits - Upon retirement, disability, or death, the entire balance of the participant's account becomes payable to the participant or designated beneficiary. Upon any other termination of employment, the participant receives the vested portion of his/her account; however, if the vested portion of the participant's account is greater than $5,000 he/she can elect to keep the investments in the Plan. Withdrawals are also permitted for financial hardship, as defined by the Plan, or upon attainment of age 59-1/2. Participant Loans - Participants may obtain loans in an amount up to the lesser of $50,000 or 50% of the vested portion of their account balance, subject to the discretion of the Plan Administrator and certain other restrictions. Terms of all loans are established by the Plan Administrator. 2. SIGNIFICANT ACCOUNTING POLICIES Basis of Accounting - The accompanying financial statements have been prepared on the accrual basis. Investments - Plan investments are stated at fair value based on published market prices or other independent sources. Net appreciation (depreciation) in aggregate fair value of investments is comprised of all realized and unrealized gains and losses during the year. 5 TEREX CORPORATION AND AFFILIATES' 401(k) RETIREMENT SAVINGS PLAN FOR REPRESENTED EMPLOYEES NOTES TO FINANCIAL STATEMENTS - -------------------------------------------------------------------------------- Expenses - Fees and expenses related to administering the Plan are generally paid by Terex. Withdrawals - Withdrawals are recognized at the time of distribution to the participant. Use of Estimates - The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. 3. INVESTMENTS The following presents investments that represent 5 percent or more of the Plan's net assets. December 31, ---------------------- 2002 2001 ---------- ---------- Plan's interest in the Terex Corporation 401(k) Retirement Savings Plan Master Trust........... $ --- $6,005,487 4. INVESTMENT IN MASTER TRUST The Plan's assets are held in a trust account at Fidelity and consist of an interest in the Terex Corporation 401(k) Retirement Savings Plan Master Trust (the "Master Trust"). The Master Trust was established to permit the commingling of the trust assets for similar employee benefit plans sponsored by the Company. At December 31, 2002 and 2001, the Plan's interest in the net assets of the Master Trust was approximately 0.0% and 10.5%, respectively. Net earnings of the Master Trust are allocated daily by Fidelity to each participant account balance. Net earnings include interest income, dividend income and net appreciation (depreciation) of investments. Contributions, benefit payments and expenses are made on a specific identification basis. The following table presents the fair values of investments for the Master Trust at December 31, 2001: Mutual funds................................ $ 38,412,094 Terex Corporation Common Stock.............. 6,602,776 Participant loans........................... 3,259,125 Investment contract......................... 8,808,370 --------------------- $ 57,082,365 ===================== Net appreciation, dividends and interest for the Master Trust for the year ended December 31, 2002 are as follows: Net appreciation (depreciation) of investments: Mutual Funds................................ $ (6,439,804) Terex Corporation Common Stock.............. (2,793,667) Dividends..................................... 655,607 Interest...................................... 386,023 Investment contract interest.................. 528,502 --------------------- $ (7,663,339) ===================== 6 TEREX CORPORATION AND AFFILIATES' 401(k) RETIREMENT SAVINGS PLAN FOR REPRESENTED EMPLOYEES NOTES TO FINANCIAL STATEMENTS - -------------------------------------------------------------------------------- The Master Trust has an interest in a benefit-responsive investment contract which is valued at contract value as determined by MassMutual, the holder of the contract. The contract value at December 31, 2002 and 2001 was $9,336,872 and $8,808,370, respectively. The contract value represents contributions made under contract, plus earnings, less participant withdrawals and administrative expenses. Participants may ordinarily direct the withdrawal or transfer of all or a portion of the investment at contract value. The guaranteed annual interest rate is 6 percent. 5. NONPARTICIPANT-DIRECTED INVESTMENTS The Company's contributions to the Plan are invested solely in Terex Corporation Common Stock. Fidelity holds all Terex common stock in one investment account and does not segregate employer and employee purchased common stock activity. As a result, all Plan investments in Terex common stock are considered nonparticipant-directed. Information about the net assets and the significant components of the changes in net assets relating to the nonparticipant-directed investments is as follows: December 31, ------------------------ 2002 2001 ------------- ---------- Net Assets Terex Corporation Common Stock................. $ --- $ 820,986 Year Ended December 31, 2002 ---------------------- Changes in Net Assets: Contributions................................... $ 252,130 Investment income and gain/loss................. (296,256) Transfer from participant-directed investments.. 77,971 Withdrawals..................................... (151,307) Net loan activity............................... (2,177) Forfeitures..................................... (348) Transfers to participant-directed investments... (94,380) Transfers to Terex Plan......................... (606,619) ---------------------- $ (820,986) ====================== 6. PARTY-IN-INTEREST Certain Plan and Master Trust investments are shares of mutual funds managed by Fidelity. Fidelity also serves as a custodian and, therefore, these transactions qualify as party-in-interest transactions. Fees paid by the Plan to Fidelity for the investment management services amounts to $3,246 for the year ended December 31, 2002. 7. INCOME TAX STATUS The Plan received a determination letter, dated July 31, 1996, that it met the qualification requirements of Sections 401(c) and 401(k) of the Internal Revenue Code (the "IRC") and is, therefore exempt from federal income taxation. Subsequently, the Plan has been amended. The Plan Administrator believes that the Plan, as amended, continues to be qualified and exempt from tax under Sections 401(c) and 401(k) of the IRC. The Company filed for a new determination letter on February 28, 2002. The IRS has acknowledged receipt of the filing, but has neither commented on the request nor issued a determination letter. 7 SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the trustees have duly caused this annual report to be signed on its behalf by the undersigned hereunto duly authorized. The Terex Corporation and Affiliates' 401(k) Retirement Savings Plan for Represented Employees /s/ Phillip C. Widman -------------------------------- Date: June 27, 2003 By: Phillip C. Widman Senior Vice President and Chief Financial Officer Terex Corporation EX-99 3 repexh99-1.txt EX99-1, CERTIFICATION CEO Exhibit 99.1 CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 In connection with the annual report of the Terex Corporation and Affiliates' 401(k) Retirement Savings Plan for Represented Employees (the "Plan") on Form 11-K for the period ending December 31, 2002 as filed with the Securities and Exchange Commission on the date hereof (the "Report"), I, Ronald M. DeFeo, Chairman, President and Chief Executive Officer of Terex Corporation (the "Company"), certify, to the best of my knowledge, pursuant to 18 U.S.C. ss. 1350, as adopted pursuant to ss. 906 of the Sarbanes-Oxley Act of 2002, that: (1) The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and (2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Plan. /s/ Ronald M. DeFeo Ronald M. DeFeo Chairman, President and Chief Executive Officer Terex Corporation June 27, 2003 A signed original of this written statement required by Section 906, or other document authenticating, acknowledging or otherwise adopting the signature that appears in typed form within the electronic version of this written statement required by Section 906, has been provided to provided to the Plan and the Company and will be retained by the Plan and the Company and furnished to the Securities and Exchange Commission or its staff upon request. EX-99 4 repexh99-2.txt EX99-2, CERTIFICATION CFO Exhibit 99.2 CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 In connection with the annual report of of the Terex Corporation and Affiliates' 401(k) Retirement Savings Plan for Represented Employees (the "Plan") on Form 11-K for the period ending December 31, 2002 as filed with the Securities and Exchange Commission on the date hereof (the "Report"), I, Phillip C. Widman, Senior Vice President and Chief Financial Officer of Terex Corporation (the "Company"), certify, to the best of my knowledge, pursuant to 18 U.S.C. ss. 1350, as adopted pursuant to ss. 906 of the Sarbanes-Oxley Act of 2002, that: (1) The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and (2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Plan. /s/ Phillip C. Widman Phillip C. Widman Senior Vice President and Chief Financial Officer Terex Corporation June 27, 2003 A signed original of this written statement required by Section 906, or other document authenticating, acknowledging or otherwise adopting the signature that appears in typed form within the electronic version of this written statement required by Section 906, has been provided to provided to the Plan and the Company and will be retained by the Plan and the Company and furnished to the Securities and Exchange Commission or its staff upon request. -----END PRIVACY-ENHANCED MESSAGE-----