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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) July 19, 2002
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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 ("Terex") announced by press release dated July 19,
2002 that it has signed an Agreement and Plan of Merger (the "Agreement") with
Genie Holdings, Inc., a leading global manufacturer of aerial work platforms
with 2001 revenues of $575 million. The purchase consideration will be $75
million, consisting of $64.25 million in Terex common stock and $10.75 million
in cash, subject to adjustment. In accordance with the Agreement, the exchange
ratio of Terex shares for Genie shares will be based upon the average closing
price for Terex common stock for the ten consecutive trading days prior to the
closing date. Based on the current share price of Terex common stock, Terex
expects to issue approximately 3.2 million shares of its common stock to Genie
shareholders. In addition, Terex will refinance approximately $195 million of
Genie debt. The transaction is subject to customary closing conditions,
including regulatory approval, and is anticipated to close in the third quarter
of 2002.
Terex believes that Genie is a strong global brand with significant
market share and that Terex's acquisition of Genie will diversify Terex's
product offering with the addition of a complete line of aerial work platforms.
Terex management believes that Genie will add approximately $575 million in pro
forma revenues, $0.20 - $0.30 per share in earnings, and provide a return on
invested capital in excess of 20%.
Terex also announced that it expects its performance for the second
quarter of 2002 to be in line with its prior earnings guidance for the quarter
and expects the company to meet or exceed the First Call consensus earnings
estimate for the second quarter of $0.41 per share.
Item 7. Financial Statements and Exhibits
(c) Exhibits
1. Agreement and Plan of Merger, dated July 19, 2002, among Terex
Corporation, Magic Acquisition Corp., Genie Holdings, Inc., Robert
Wilkerson, S. Ward Bushnell, F. Roger Brown, Wilkerson Limited
Partnership, Bushnell Limited Partnership and R. Brown Limited
Partnership.
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: July 22, 2002
TEREX CORPORATION
By: /s/ Eric I Cohen
Eric I Cohen
Senior Vice President