================================================================================
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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) August 4, 2005
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)
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))
================================================================================
Item 2.02. Results of Operations and Financial Condition.
(a) Attached as Exhibit 99.1 to this Form 8-K of Terex Corporation ("Terex"
or the "Company") is a transcript of the Company's prepared statements from its
August 4, 2005 conference call reviewing the Company's second quarter 2005
financial results and outlook. In addition, a replay of the teleconference is
available through Thursday, August 11, 2005 at 5:00 p.m., Eastern Time. The
replay is accessible by calling (800) 642-1687 (U.S.) or (706) 645-9291
(international) and entering conference id #8266315.
(b) Safe Harbor Statement. The materials included with this Form 8-K
contain forward-looking information based on Terex's current expectations.
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: Terex's business is highly
cyclical and weak general economic conditions may affect the sales of its
products and its financial results; the sensitivity of construction,
infrastructure and mining activity and products produced for the military to
interest rates and government spending; the ability to successfully integrate
acquired businesses; the retention of key management personnel; Terex's
businesses are very competitive and may be affected by pricing, product
initiatives and other actions taken by competitors; the effects of changes in
laws and regulations; Terex's business is international in nature and is subject
to changes in exchange rates between currencies, as well as international
politics; Terex's continued access to capital and ability to obtain parts and
components from suppliers on a timely basis at competitive prices; the financial
condition of suppliers and customers, and their continued access to capital;
Terex's ability to timely manufacture and deliver products to customers; Terex's
significant amount of debt and its need to comply with restrictive covenants
contained in Terex's debt agreements; Terex's ability to file its periodic
reports with the SEC on a timely basis; Terex's ability to ensure that all
intercompany transactions will be properly recorded; compliance with applicable
environmental laws and regulations; and other factors, risks, uncertainties more
specifically set forth in Terex's public filings with the SEC. In addition,
until the previously announced review by Terex of its accounts 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.
Actual events or the actual future results of Terex may differ materially from
any forward looking statement due to those and other risks, uncertainties and
significant factors. The forward-looking statements 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 Prepared statements of Terex Corporation from its conference call held
on August 4, 2005.
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: August 4, 2005
TEREX CORPORATION
By: /s/ Eric I Cohen
Eric I Cohen
Senior Vice President