--------------------------------
UNITED STATES OMBAPPROVAL
SECURITIES AND EXCHANGE COMMISSION --------------------------------
Washington, D.C. 20549 OMB Number: 3235-0058
Expires: March 31, 2006
Estimated average burden
hours per response ........2.50
================================
FORM 12b-25 SEC FILE NUMBER
1-10702
================================
NOTIFICATION OF LATE FILING CUSIP NUMBER
880779
================================
(Check one): |_| Form 10-K |_| Form 20-F |_| Form 11-K
|X| Form 10-Q |_| Form N-SAR |_| Form N-CSR
For Period Ended: September 30, 2005
|_| Transition Report on Form 10-K
|_| Transition Report on Form 20-F
|_| Transition Report on Form 11-K
|_| Transition Report on Form 10-Q
|_| Transition Report on Form N-SAR
For the Transition Period Ended:
--------------------------------------------------------------------------------
Read Instruction (on back page) Before Preparing Form. Please Print or Type.
Nothing in this form shall be construed to imply that the Commission has
verified any information contained herein.
--------------------------------------------------------------------------------
If the notification relates to a portion of the filing checked above, identify
the Item(s) to which the notification relates:
--------------------------------------------------------------------------------
PART I -- REGISTRANT INFORMATION
Terex Corporation
--------------------------------------------------------------------------------
Full Name of Registrant
--------------------------------------------------------------------------------
Former Name if Applicable
500 Post Road East, Suite 320
--------------------------------------------------------------------------------
Address of Principal Executive Office (Street and Number)
Westport, Connecticut 06880
--------------------------------------------------------------------------------
City, State and Zip Code
PART II -- RULES 12b-25(b) AND (c)
If the subject report could not be filed without unreasonable effort or expense
and the registrant seeks relief pursuant to Rule 12b-25(b), the following should
be completed. (Check box if appropriate)
(a) The reason described in reasonable detail in Part III of this form
could not be eliminated without unreasonable effort or expense
|_| (b) The subject annual report, semi-annual report, transition report on
Form 10-K, Form 20-F, Form 11-K, Form N-SAR or Form N-CSR, or portion
thereof, will be filed on or before the fifteenth calendar day
following the prescribed due date; or the subject quarterly report or
transition report on Form 10-Q, or portion thereof, will be filed on
or before the fifth calendar day following the prescribed due date;
and
(c) The accountant's statement or other exhibit required by Rule 12b-25(c)
has been attached if applicable.
PART III -- NARRATIVE
State below in reasonable detail why Forms 10-K, 20-F, 11-K, 10-Q, N-SAR, N-CSR,
or the transition report or portion thereof, could not be filed within the
prescribed time period.
As previously disclosed in Current Reports on Form 8-K furnished to the
Securities and Exchange Commission, Terex Corporation ("Terex" or the "Company")
has commenced a detailed examination in an effort to reconcile imbalances in
certain of the Company's accounts. Based on the results of its review, the
Company concluded that the financial statements of Terex for the years ended
December 31, 2000, 2001, 2002 and 2003 and for the quarters ended March 31, 2004
and June 30, 2004 need to be restated to correct certain errors. In addition,
Terex is also reviewing other historical accounting issues, including historical
revenue recognition practices, certain reserve balances and certain transactions
with United Rentals, Inc. The Company's internal review activities have not yet
been completed and the Company is currently working to complete its financial
statements for the year ended December 31, 2004. In addition, the Company has
not yet completed its assessment of effectiveness of internal control over
financial reporting as of December 31, 2004, although, as previously disclosed
in Current Reports on Form 8-K, the Company has determined that material
weaknesses existed in the Company's internal control over financial reporting
which contributed to the occurrence of these errors. The Company anticipates
filing all appropriate documents, including applicable financial statements, for
the year ended December 31, 2004 and prior periods with the SEC as soon as
practicable. Once these reports are filed, the Company will file its Quarterly
Reports for the quarters ended March 31, 2005, June 30, 2005 and September 30,
2005 as soon thereafter as possible. The Company has received a waiver from its
bank lending group with respect to delivery of financial statements until
February 15, 2006.
PART IV -- OTHER INFORMATION
(1) Name and telephone number of person to contact in regard to this
notification
Eric I Cohen 203 222-7170
-------------------------------------------------------------------------
(Name) (Area Code) (Telephone Number)
(2) Have all other periodic reports required under Section 13 or 15(d) of the
Securities Exchange Act of 1934 or Section 30 of the Investment Company Act
of 1940 during the preceding 12 months or for such shorter period that the
registrant was required to file such report(s) been filed ? If answer is
no, identify report(s). |_| Yes |X| No
Quarterly Report on Form 10-Q for the period ended September 30, 2004
---------------------------------------------------------------------
Annual Report on Form 10-K for the period ended December 31, 2004
---------------------------------------------------------------------
Quarterly Report on Form 10-Q for the period ended March 31, 2005
---------------------------------------------------------------------
Quarterly Report on Form 10-Q for the period ended June 30, 2005
---------------------------------------------------------------------
(3) Is it anticipated that any significant change in results of operations from
the corresponding period for the last fiscal year will be reflected by the
earnings statements to be included in the subject report or portion
thereof? |X|Yes |_| No
The Company expects total revenue for its fiscal quarter ended September 30,
2005, to be approximately $1,528.3 million, an increase of 22% from total
revenue of approximately $1,251.8 million in the fiscal quarter ended September
30, 2004. At this time, the Company anticipates fully diluted earnings per share
for the fiscal quarter ended September 30, 2005 to be $1.06, as compared to
$0.89 for the fiscal quarter ended September 30, 2004.
TEREX CORPORATION
------------------------------------------
(Name of Registrant as Specified in Charter)
Has caused this notification to be signed on its behalf by the undersigned
thereunto duly authorized.
Date: November 9, 2005
By: /s/ Phillip C. Widman
Phillip C. Widman
Senior Vice President and Chief Financial Officer