-----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, Q2Gg3ezXmrwMWd9uNMSmMtk+IB64j/WYYDn5/y1x5YgwwqhKirAptU/ycxBnjIv6 60VIR8UzuFL4brBUvZsOcQ== 0000097216-98-000041.txt : 19980612 0000097216-98-000041.hdr.sgml : 19980612 ACCESSION NUMBER: 0000097216-98-000041 CONFORMED SUBMISSION TYPE: 8-K/A PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 19980331 ITEM INFORMATION: FILED AS OF DATE: 19980611 SROS: NYSE 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: 8-K/A SEC ACT: SEC FILE NUMBER: 001-10702 FILM NUMBER: 98646434 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 8-K/A 1 AMENDMENT TO FORM 8-K DATED MARCH 31, 1998 =============================================================================== UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A AMENDMENT NO. 1 CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported) March 31, 1998 TEREX CORPORATION - ------------------------------------------------------------------------------- (Exact Name of Registrant as Specified in Charter) Delaware 1-10702 34-1531521 - ------------------------------------------------------------------------------- (State or Other Jurisdiction (Commission (IRS Employer of Incorporation) File Number) Identification No.) 500 Post Road East, Suite 320, Westport, Connecticut 06880 - ------------------------------------------------------------------------------- (Address of Principal Executive Offices) (Zip Code) Registrant's telephone number, including area code (203) 222-7170 NOT APPLICABLE - ------------------------------------------------------------------------------- (Former Name or Former Address, if Changed Since Last Report) =============================================================================== The Registrant hereby amends Item 7 of its Current Report on Form 8-K dated March 31, 1998 as follows: Item 7. Financial Statements, Pro Forma Financial Statements and Exhibits (a) Financial Statements of Businesses Acquired; and (b) Pro Forma Financial Information As previously reported on Current Report on Form 8-K, on March 31, 1998, Terex Corporation ("Terex" or the "Company"), through one or more subsidiaries, completed the purchase of all of the outstanding shares of O&K Mining GmbH ("O&K Mining"), an entity formed under the laws of the Republic of Germany. As a result, financial statements of the acquired foreign business meeting the requirements of Regulation S-X promulgated under the Securities Act of 1933, as amended, are not currently available. In accordance with Financial Reporting Release No. 44, Section 210.3-12, the financial statements of O&K Mining GmbH, the acquired foreign company, will be filed on Current Report on Form 8-K/A as soon as practicable, but in any event within six months of December 31, 1997, its most recently completed fiscal year end. (c) Exhibits 10.1 Share Purchase Agreement dated December 18, 1997 between O&K AG and Terex Mining Equipment, Inc. (incorporated by reference to Exhibit 10.19 to the Form 10-K Annual Report for the year ended December 31, 1997, Commission File No. 1-10702). 10.2 Credit Agreement dated as of March 6, 1998 among Terex Corporation, certain of its subsidiaries, the lenders named therein, Credit Suisse First Boston, as Administrative Agent, Bank Boston N.A., as Syndication Agent and Canadian Imperial Bank of Commerce and First Union National Bank, as Co-Documentation Agents (incorporated by reference to Exhibit 10.14 to the Form 10-K Annual Report for the year ended December 31, 1997, Commission File No. 1-10702). 10.3 Guarantee Agreement dated as of March 6, 1998 of Terex Corporation and Credit Suisse First Boston, as Collateral Agent (incorporated by reference to Exhibit 10.14 to the Form 10-K Annual Report for the year ended December 31, 1997, Commission File No. 1-10702). 10.4 Guarantee Agreement dated as of March 6, 1998 of Terex Corporation, each of the subsidiaries of Terex Corporation listed therein and Credit Suisse First Boston, as Collateral Agent (incorporated by reference to Exhibit 10.15 to the Form 10-K Annual Report for the year ended December 31, 1997, Commission File No. 1-10702). 10.5 Security Agreement dated as of March 6, 1998 of Terex Corporation, each of the subsidiaries of Terex Corporation listed therein Credit Suisse First Boston, as Collateral Agent (incorporated by reference to Exhibit 10.16 to the Form 10-K Annual Report for the year ended December 31, 1997, Commission File No. 1-10702). 10.6 Pledge Agreement dated as of March 6, 1998 of Terex Corporation, each of the subsidiaries of Terex Corporation listed therein and Credit Suisse First Boston, as Collateral Agent (incorporated by reference to Exhibit 10.17 to the Form 10-K Annual Report for the year ended December 31, 1997, Commission File No. 1-10702). 10.7 Form Mortgage, Leasehold Mortgage, Assignment of Leases and Rents, Security Agreement and Financing entered into by Terex Corporation and certain of the subsidiaries of Terex Corporation, as Mortgagor, and Credit Suisse First Boston, as Mortgagee (incorporated by reference to Exhibit 10.18 to the Form 10-K Annual Report for the year ended December 31, 1997, Commission File No. 1-10702). 10.8 Purchase Agreement, dated as of March 24, 1998, of Terex Corporation, each of the subsidiaries of Terex Corporation listed therein and Credit Suisse First Boston Corporation, CIBC Oppenheimer Corp., Morgan Stanley & Co. Incorporated, Salomon Brothers Inc and BancBoston Securities Inc., for the issue and sale of U.S. $150,000,000 of 8-7/8% Senior Subordinated Notes due 2008.* 10.9 Indenture, dated as of March 31, 1998, between Terex Corporation, each of the subsidiaries of Terex Corporation listed therein, as Issuer and United States Trust Company of New York, as Trustee, for $150,000,000 of 8-7/8% Senior Subordinated Notes due 2008.* 10.10 Registration Rights Agreement, dated as of March 31, 1998, of Terex Corporation, each of the subsidiaries of Terex Corporation listed therein and Credit Suisse First Boston Corporation, CIBC Oppenheimer Corp., Morgan Stanley & Co. Incorporated, Salomon Brothers Inc and BancBoston Securities Inc., for the issue and sale of U.S. $150,000,000 of 8-7/8% Senior Subordinated Notes due 2008.* * Previously filed. 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: June 11, 1998 TEREX CORPORATION By: /s/ Joseph F. Apuzzo Joseph F. Apuzzo Vice President Finance and Controller (Principal Accounting Officer) -----END PRIVACY-ENHANCED MESSAGE-----