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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) November 10, 2003
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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)
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Item 5. Other Events.
Terex Corporation (the "Company" or "Terex") issued a press release dated
November 10, 2003 announcing that it has priced $300 million principal amount of
Senior Subordinated Notes due 2014 (the "Notes"). The Notes will be issued with
a coupon of 7.375% and will have a yield to maturity of 7.5%. The Company
intends to use the net proceeds from the offering to prepay the remaining $200
million in principal amount outstanding of its 8.875% Senior Subordinated Notes
due 2008 (the "8.875% Notes") and to prepay approximately $100 million of its
existing bank term loans. Terex also intends to prepay an additional $100
million of its existing bank term loans with cash on hand. In addition, $200
million in principal amount of the Notes will be swapped to a floating rate
similar to that paid by Terex under its existing credit facility. The
transactions are expected to close during the fourth quarter of 2003. The
Company will take a pre-tax charge of approximately $5.5 million in the fourth
quarter due to the early retirement of existing debt.
In connection with the offering of the Notes, the Company is seeking to
amend its existing bank credit facility to, among other things, permit the
redemption of the 8.875% Notes with proceeds from the Note offering, allow for
the repurchase of the Company's 10.375% Senior Subordinated Notes due 2011 on or
after April 1, 2006, and modify certain financial covenants for the second half
of 2004 and 2005. The closing of the Note offering is conditioned upon approval
of the amendment to the bank credit facility.
A copy of this press release is included as Exhibit 99.1 to this Form 8-K.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits.
(c) Exhibits
99.1 Press release of Terex Corporation issued on November 10, 2003.
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: November 11, 2003
TEREX CORPORATION
By: /s/ Eric I Cohen
Eric I Cohen
Senior Vice President
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