-----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, RPsTMyVb61NSpq1lluLLxG8QTNU2JgjbvtbYmba+heOl9MFLwjLdWfdO3IjSzkaf OdYitK/CcaCBSmi980Jelw== 0000097216-08-000019.txt : 20080118 0000097216-08-000019.hdr.sgml : 20080118 20080118131533 ACCESSION NUMBER: 0000097216-08-000019 CONFORMED SUBMISSION TYPE: 3 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20080113 FILED AS OF DATE: 20080118 DATE AS OF CHANGE: 20080118 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: ASV INC /MN/ CENTRAL INDEX KEY: 0000926763 STANDARD INDUSTRIAL CLASSIFICATION: CONSTRUCTION MACHINERY & EQUIP [3531] IRS NUMBER: 411459569 STATE OF INCORPORATION: MN FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: P O BOX 5160 STREET 2: 840 LILY LANE CITY: GRAND RAPIDS STATE: MN ZIP: 55744-5160 BUSINESS PHONE: 2183273434 MAIL ADDRESS: STREET 1: PO BOX 5160 STREET 2: 840 LILY LANE CITY: GRAND RAPIDS STATE: MN ZIP: 55744-5160 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: TEREX CORP CENTRAL INDEX KEY: 0000097216 STANDARD INDUSTRIAL CLASSIFICATION: INDUSTRIAL TRUCKS TRACTORS TRAILERS & STACKERS [3537] STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 000-25620 FILM NUMBER: 08538171 BUSINESS ADDRESS: STREET 1: 200 NYALA FARM ROAD CITY: WESTPORT STATE: CT ZIP: 06880 BUSINESS PHONE: 2032227170 MAIL ADDRESS: STREET 1: 200 NYALA FARM ROAD CITY: WESTPORT STATE: CT ZIP: 06880 FORMER NAME: FORMER CONFORMED NAME: BLACK MAMMOTH CONSOLIDATED MINING CO DATE OF NAME CHANGE: 19671002 3 1 edgar.xml PRIMARY DOCUMENT X0202 3 2008-01-13 0 0000926763 ASV INC /MN/ ASVI 0000097216 TEREX CORP 200 NYALA FARM ROAD WESTPORT CT 06880 0 0 1 0 Common Stock, par value $.01 per share 77385 D Common Stock, par value $.01 per share 5242450 D Option to purchase common stock 18.00 Common Stock 5242450 D (See Note (1) ) (1) On January 13, 2008 Terex Corporation ("Terex") and Terex Minnesota, Inc., a wholly owned subsidiary of Terex Corporation ("Sub"), entered into an Agreement and Plan of Merger (the "Merger Agreement") with A.S.V., Inc. ("the Company"), which contemplates an acquisition of the Company by Terex by means of a tender offer (the "Offer") for all outstanding shares of common stock ("Shares") of the Company followed by a merger, all upon the terms and subject to the conditions set forth in the Merger Agreement. In connection with the Merger Agreement and for the purpose of facilitating the transactions contemplated thereby, Terex and Sub entered into a Tender, Voting and Option Agreement, dated as of January 13, 2008, with Caterpillar Inc. (the "Shareholder"). Pursuant to the Tender, Voting and Option Agreement, the Shareholder has agreed, among other things, to tender into the Offer 5,242,450 of the Shares it owns, granted T erex and Sub an option to purchase 5,242,450 exercisable only if the Shareholder breaches its obligation to tender those shares into the Offer or withdraws those Shares from the Offer, and agreed to vote 5,242,450 Shares in favor of the Merger. The 5,242,450 Shares subject to the Tender, Voting and Option Agreement represent approximately 19.6% of the outstanding Shares. Terex and Sub expressly disclaim beneficial ownership of the 5,242,450 Shares subject to the Tender, Voting and Option Agreement and this Form 3 shall not be construed as an admission that Terex or Sub is beneficial owner of those Shares for any purpose. These agreements are included in a Schedule 13D filed by Terex with respect to the Company and the description of the agreements are qualified by reference thereto. /s/ Eric I Cohen 2008-01-18 -----END PRIVACY-ENHANCED MESSAGE-----