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) February 19,
2010
(Exact
Name of Registrant as Specified in Charter)
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Delaware
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1-10702
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34-1531521
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(State
or Other Jurisdiction
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(Commission
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(IRS
Employer
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of
Incorporation)
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File
Number)
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Identification
No.)
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200
Nyala Farm Road, Westport, Connecticut
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06880
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(Address
of Principal Executive Offices)
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(Zip
Code)
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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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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
1.01. Entry into a Material Definitive Agreement.
In
connection with the disposition of Terex Corporation’s (“Terex” or the
“Company”) mining equipment business (the “Disposition”) described in
Item 2.01 below, the Company, among other consideration, received 5,809,731
shares of Bucyrus International, Inc. (“Bucyrus”) stock. The Company
and Bucyrus entered into a Stockholders Agreement (the “Stockholders
Agreement”), dated as of February 19, 2010, providing certain restrictions,
including providing for Terex’s commitment that it will not directly or
indirectly sell or otherwise transfer its economic interest in the shares of
Bucyrus stock received by it for a period of one year, subject to certain
exceptions, including transfers to affiliates. In addition, under the
Stockholders Agreement, Terex has agreed to certain customary restrictions for
five years, including restrictions on future acquisitions of Bucyrus’
securities, participation in a solicitation of proxies, and effecting or seeking
to effect a change of control of Bucyrus. Bucyrus has also agreed to provide
registration rights, including demand registration and shelf registration
rights, to facilitate the sale of the shares of Bucyrus stock after the initial
one year holding period. The description of the Stockholders
Agreement set forth above is qualified by reference to the Stockholders
Agreement filed herewith as Exhibit 10.1 and is incorporated herein by
reference.
Item 2.01. Completion
of Acquisition or Disposition of Assets.
On
February 19, 2010, the Company completed the previously announced
Disposition to Bucyrus and certain of its subsidiaries pursuant to the terms of
the Asset and Stock Purchase Agreement between the Company and Bucyrus, dated as
of December 20, 2009 (the “Purchase Agreement”). The Company received
approximately $1.0 billion in cash and 5,809,731 shares of stock (the number of
shares were calculated as of the date of the Purchase Agreement, based on a
trailing 10 day weighted average share price). In connection with the
Disposition, the Company and Bucyrus entered into certain ancillary agreements,
including a Transition Services Agreement, dated as of February 19, 2010,
under which the parties will provide one another certain transition services to
facilitate the separation of the mining equipment business being disposed from
the businesses being retained by the Company and interim operations of the
mining business being acquired by Bucyrus.
A copy of the
press release announcing the completion of the Disposition is filed as Exhibit
99.1 hereto and is incorporated herein by reference.
Item
9.01. Financial Statements and Exhibits.
(b) Pro
Forma Financial Information
As the
Company’s Annual Report on Form 10-K for the year ended December 31, 2009
presents the mining equipment business within discontinued operations, the pro
forma financial statements giving effect to the Disposition are reflected
therein and are incorporated herein by reference.
10.1 Stockholders
Agreement dated as of February 19, 2010, between Terex Corporation and Bucyrus
International, Inc.
99.1 Press
release of Terex Corporation issued on February 19, 2010.
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: February
24, 2010
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TEREX
CORPORATION
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By: /s/ Phillip C. Widman
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Philip
C. Widman
Senior
Vice President and Chief Financial
Officer
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