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| TEX > SEC Filings for TEX > Form 8-K on 27-May-2009 | All Recent SEC Filings |
27-May-2009
Regulation FD Disclosure
Terex Corporation ("Terex", "we", "us" or "our") has previously disclosed that
the Securities and Exchange Commission (the "SEC" or the "Commission") has been
conducting a private investigation. This investigation is presently focused on
(1) the circumstances of the restatement of certain of our financial
statements for the years 2000-2004 and (2) the accounting for
certain transactions between us and United Rentals, Inc. that took place in 2000
and 2001, and one transaction between United Rentals, Inc. and one of our
subsidiaries that took place in 2001, before that subsidiary was acquired by
Terex. We are cooperating with the SEC with respect to this matter and have
furnished the SEC with the information it has requested of us.
The independent members of our Board of Directors (the "Board") have formed a Special Committee of the Board (the "Special Committee") to review and advise the Board regarding this matter, and after receiving advice from the Special Committee and outside advisors, the Board has authorized an agreement in principle with the SEC's Staff to present a proposed resolution of this matter to the SEC Commissioners, subject to final documentation and the language of any complaint. Under the terms of the proposed settlement, Terex would consent, without admitting or denying the allegations of the Commission's complaint, to an injunction against committing or aiding and abetting any future violations of the anti-fraud, books and records, reporting and internal control provisions of the federal securities laws and related SEC rules. Terex would also agree to pay a civil penalty, and has taken a reserve in the amount of $8 million.
The proposed settlement with the SEC Staff remains subject to the final approval of the SEC Commissioners (and, thereafter, of the court in which an SEC complaint would be filed). There is no assurance that the SEC Commissioners or such court will approve this proposed settlement. In the event the proposed settlement was not accepted by either the Commission or such court, Terex would either be required to defend any charges the Commission might bring, or try to reach a different resolution acceptable to the Commission and its Staff, as well as the court.
The proposed settlement, if approved, resolves all matters relating to the potential liability of Terex with respect to the SEC investigations described above. Current or former employees of Terex, including its Chief Executive Officer, Ronald M. DeFeo (who also served for some relevant periods of time as a member of United Rental's Board and Audit Committee), are not addressed by this proposed settlement. We do not know whether the SEC will commence additional proceedings in the future against any individuals on any of the matters under review by the SEC Staff.
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