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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K
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 16, 2005
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TEREX CORPORATION
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(Exact Name of Registrant as Specified in Charter)
Delaware 1-10702 34-1531521
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(State or Other Jurisdiction (Commission (IRS Employer
of Incorporation) File Number) Identification No.)
500 Post Road East, Suite 320, Westport, Connecticut 06880
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(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code (203) 222-7170
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NOT APPLICABLE
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(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions (see General Instruction A.2. below):
[ ] Written communications pursuant to Rule 425 under the Securities Act (17
CFR 230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17
CFR 240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
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Item 2.02. Results of Operations and Financial Condition.
(a) Terex Corporation ("Terex" or the "Company") today filed a Form 12b-25
Notification of Late Filing (the "Form 12b-25") with the Securities and Exchange
Commission ("SEC"), notifying the SEC that the Company is delaying filing of its
Annual Report on Form 10-K for the period ended December 31, 2004, pending
completion of its previously announced internal accounting review.
In addition, Terex issued a press release today regarding its filing of the
Form 12b-25 and announcing that it has obtained a waiver from its senior bank
lending group allowing the Company until May 31, 2005 to provide its lenders
with its financial information for the year ended December 31, 2004. A copy of
this press release is included as Exhibit 99.1 to this Form 8-K.
(b) Safe Harbor Statement. The above contains forward-looking statements
based on Terex's current expectations and projections about future events.
Because forward-looking statements involve risks and uncertainties, actual
results could differ materially. Such risks and uncertainties, many of which are
beyond Terex's control, include among others: until the review of its
intercompany account imbalance by the Company is concluded, no assurance can be
given with respect to the financial statement adjustments, impacts and periods
resulting from such review, nor can there be assurance that additional
adjustments to the financial statements will not be identified; and other
factors, risks, uncertainties more specifically set forth in Terex's public
filings with the SEC. Actual events or the actual future results of the Company
may differ materially from any forward looking statement due to those and other
risks, uncertainties and significant factors. The forward-looking statements
herein speak only as of the date of this document. Terex expressly disclaims any
obligation or undertaking to release publicly any updates or revisions to any
forward-looking statement included in this document to reflect any changes in
Terex's expectations with regard thereto or any changes in events, conditions,
or circumstances on which any such statement is based.
Item 9.01. Financial Statements and Exhibits.
(c) Exhibits
99.1 Press release of Terex Corporation issued on March 16, 2005.
SIGNATURES
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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: March 16, 2005
TEREX CORPORATION
By: /s/ Phillip C. Widman
Phillip C. Widman
Senior Vice President and
Chief Financial Officer
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