Form 11-K - Represented - 12/31/00
TEREX CORPORATION AND AFFILIATES'
401(k) RETIREMENT SAVINGS PLAN FOR REPRESENTED EMPLOYEES
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 11-K
(Mark One)
[X] ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934 [NO FEE REQUIRED]
For the fiscal year ended December 31, 2000
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934 [NO FEE REQUIRED]
For the transition period from __________ to __________
Commission file number ____________________
A. Full title of the plan and the address of the plan, if different from that of
the issuer named below:
The Terex Corporation and Affiliates' 401(k) Retirement Savings Plan for
Represented Employees
B. Name of issuer of the securities held pursuant to the plan and the address of
its principal executive office:
Terex Corporation
500 Post Road East, Suite 320
Westport, Connecticut 06880
TEREX CORPORATION AND AFFILIATES'
401(k) RETIREMENT SAVINGS PLAN
FOR REPRESENTED EMPLOYEES
Financial Statements
December 31, 2000
TEREX CORPORATION AND AFFILIATES' 401(k)
RETIREMENT SAVINGS PLAN FOR REPRESENTED EMPLOYEES
INDEX
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Page
REPORT OF INDEPENDENT ACCOUNTANTS.............................................1
FINANCIAL STATEMENTS:
Statements of Net Assets Available for Benefits......................2
Statement of Changes in Net Assets Available for Benefits............3
Notes to Financial Statements......................................4-8
Report of Independent Accountants
To the Participants and Administrative Committee of the
Terex Corporation and Affiliates'
401(k) Retirement Savings Plan for Represented Employees
In our opinion, the accompanying statements of net assets available for benefits
and the related statement of changes in net assets available for benefits
present fairly, in all material respects, the net assets available for benefits
of the Terex Corporation and Affiliates' 401(k) Retirement Savings Plan for
Represented Employees (the "Plan") at December 31, 2000 and 1999, and the
changes in net assets available for benefits for the year ended December 31,
2000, in conformity with accounting principles generally accepted in the United
States of America. These financial statements are the responsibility of the
Plan's management; our responsibility is to express an opinion on these
financial statements based on our audits. We conducted our audits of these
statements in accordance with auditing standards generally accepted in the
United States of America, which require that we plan and perform the audit to
obtain reasonable assurance about whether the financial statements are free of
material misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements, assessing
the accounting principles used and significant estimates made by management, and
evaluating the overall financial statement presentation. We believe that our
audits provide a reasonable basis for our opinion.
PricewaterhouseCoopers LLP
Stamford, Connecticut
June 28, 2001
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TEREX CORPORATION AND AFFILIATES'
401(k) RETIREMENT SAVINGS PLAN FOR REPRESENTED EMPLOYEES
STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS
AS OF DECEMBER 31
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2000 1999
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ASSETS:
Plan interest in Terex Corporation 401(k)
Retirement Savings Plan Master Trust... $ 6,097,459 $ -
Investments.............................. - 5,439,137
Receivables:
Employee contributions............. 22,321 57,829
Employer contributions............. 5,841 17,378
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Total receivables.............. 28,162 75,207
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NET ASSETS AVAILABLE FOR BENEFITS............ $ 6,125,621 $ 5,514,344
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See accompanying notes to financial statements.
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TEREX CORPORATION AND AFFILIATES'
401(k) RETIREMENT SAVINGS PLAN FOR REPRESENTED EMPLOYEES
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS
FOR THE YEAR ENDED DECEMBER 31, 2000
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ADDITIONS:
Plan interest in Terex Corporation 401(k) Retirement
Savings Plan Master Trust............................... $ (169,779)
Net depreciation in fair value of investments............ (170,909)
Investment income........................................ 4,330
Employee contributions................................... 1,046,434
Employer contributions................................... 370,676
Rollover contributions................................... 52,546
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Total additions..................................... 1,133,298
DEDUCTIONS:
Withdrawals.............................................. 516,625
Administrative fees...................................... 5,396
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Total deductions.................................... 522,021
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NET INCREASE........................................ 611,277
NET ASSETS AVAILABLE FOR BENEFITS
Beginning of period...................................... 5,514,344
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End of period............................................ $ 6,125,621
==============
See accompanying notes to financial statements.
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TEREX CORPORATION AND AFFILIATES'
401(k) RETIREMENT SAVINGS PLAN FOR REPRESENTED EMPLOYEES
NOTES TO FINANCIAL STATEMENTS
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1. DESCRIPTION OF THE PLAN
The following description of the Terex Corporation and Affiliates'
401(k) Retirement Savings Plan for Represented Employees (the "Plan")
provides only general information. Participants should refer to the
Plan agreement for a more complete description of the Plan's
provisions.
General - The Plan is a defined contribution plan that covers certain
eligible employees of Terex Corporation and its subsidiaries ("Terex"
or the "Company") meeting minimum eligibility requirements. Certain
officers of Terex serve as trustees of the Plan (the "Trustees"). The
investments of the Plan are held by Fidelity Management Trust Company
("Fidelity").
The Plan is subject to the provisions of the Employee Retirement
Income Security Act of 1974 ("ERISA").
An Administrative Committee, consisting of at least three members
appointed by the Company's Board of Directors, administers the benefit
structure of the Plan. The Company is considered the Plan
Administrator for purposes of ERISA.
Participants of the Plan are the hourly-rate employees of the
Company's PPM Cranes ("PPM") Unit, Unit Rig division ("Unit Rig"), the
Terex Parts Distribution Center ("Southaven"), the American Crane
Corporation ("American Crane"), Cedarapids, Inc. ("Cedarapids"), and
the former Bowerston Division of Simon Access ("Bowerston"), which was
closed subsequent to the acquisition of the business on April 7, 1997.
Investments of the former Bowerston employees remain in the Plan,
however, there are no additional employee or employer contributions
being made. Terms for each subsidiary location are negotiated under
separate collective bargaining agreements and differ with respect to
participant contributions, employer contributions and loans to
participants. The general provisions for each location are discussed
below.
Participant Eligibility- Employees at Unit Rig are eligible to
participate in the Plan after they complete six months of service,
employees at Southaven and PPM are eligible to participate after three
months of service. Employees at American Crane and Cedarapids are
eligible to participate in the Plan on the date on which they perform
an hour of service as an employee.
Participant Contributions - Participants at Unit Rig may contribute up
to 20% of their compensation, participants at Southaven, PPM, American
Crane and Cedarapids may contribute up to 16% of their compensation.
Contributions may be in any combination of pre-tax or post-tax
earnings. The maximum pre-tax contribution permitted under Internal
Revenue Service regulations in 2000 was $10,500. There is no limit to
post-tax contributions. Participants are able to direct current
contributions and redistribute accumulated contributions and earnings
between investment funds.
Employer Contributions - The plan in effect at Unit Rig does not
provide for Terex to match any portion of employee contributions to
the Plan. The plan in effect at Southaven provides that Terex will
match 50% of the first 6% of the employee's salary that is contributed
to the plan. The plan in effect at PPM provides that Terex will match
50% of the first 5% of the employee's salary that is contributed to
the plan. The plan in effect at American Crane provides that Terex
will match 50% of the employee's contribution, the company match shall
not exceed $675 in any Plan Year. The plan in effect at Cedarapids
provides that Terex will match 100% of the first 4% of the employee's
salary that is contributed to the Plan. The terms of each division's
collective bargaining agreement provides that the Company may make, in
its sole discretion, supplementary contributions. All Company
contributions are made in Terex Common Stock.
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TEREX CORPORATION AND AFFILIATES'
401(k) RETIREMENT SAVINGS PLAN FOR REPRESENTED EMPLOYEES
NOTES TO FINANCIAL STATEMENTS
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Vesting - All participants are immediately fully vested in their
voluntary contributions plus any actual earnings thereon. Participants
at Southaven, PPM, American Crane and Cedarapids vest in the employer
matching contributions after one year of eligible service.
Participants employed at Bowerston on April 7, 1997 are fully vested
in employer contributions. Bowerston participants hired after April 7,
1997 but prior to the closure of the facility vest in employer
contributions after one year of eligible service. The vesting period
for supplemental contributions is determined by the Company at the
time of contribution.
Forfeitures - Non-vested employer contributions of employees that have
separated from the Company become forfeitures and are held in a
separate account and shall be used to reduce future employer
contributions. However, employees that return to service within five
years from their separation date will be entitled to continue vesting
on the employer contributions which were previously forfeited.
Allocation of Earnings - Each participant's account is credited with
contributions and an allocation of earnings from the respective
investment funds. A participant's contributions are used to purchase
shares in the various investment funds. The value of and the earnings
credited to a participant's account are based on the proportionate
number of shares owned by the participant and the fair value of the
investment on the valuation date.
Payment of Benefits - Upon retirement, disability, or death, the
entire balance of the participant's account becomes payable to the
participant or designated beneficiary. Upon any other termination of
employment, the participant receives the vested portion of his/her
account; however, if the vested portion of the participant's account
is greater than $5,000 he/she can elect to keep the investments in the
Plan. Withdrawals are also permitted for financial hardship, as
defined by the Plan, or upon attainment of age 59-1/2.
Participant Loans - Participants may obtain loans in an amount up to
the lesser of $50,000 or 50% of the vested portion of their account
balance, subject to the discretion of the Plan Administrator and
certain other restrictions. Terms of all loans are established by the
Plan Administrator.
Change in Investment Manager - On February 1, 2000, the Plan changed
the investment manager of the Plan to Fidelity from Massachusetts
Mutual Life Insurance Company ("MassMutual").
2. SIGNIFICANT ACCOUNTING POLICIES
Basis of Accounting - The accompanying financial statements have been
prepared on the accrual basis.
Investments - Plan investments are stated at fair value based on
published market prices or other independent sources. Net appreciation
(depreciation) in aggregate fair value of investments is comprised of
all realized and unrealized gains and losses during the year.
Expenses - Fees and expenses related to administering the Plan are
generally paid by Terex.
Withdrawals - Withdrawals are recognized at the time of distribution
to the participant.
Use of Estimates - The preparation of financial statements in
conformity with generally accepted accounting principles requires
management to make estimates and assumptions that affect the reported
amounts of assets and liabilities and disclosure of contingent assets
and liabilities at the date of the financial statements and the
reported amounts of revenues and expenses during the reporting period.
Actual results could differ from those estimates.
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TEREX CORPORATION AND AFFILIATES'
401(k) RETIREMENT SAVINGS PLAN FOR REPRESENTED EMPLOYEES
NOTES TO FINANCIAL STATEMENTS
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3. INVESTMENTS
Effective February 1, 2000, investments of the Plan are held and
managed by Fidelity. The following presents investments that represent
5 percent or more of the Plan's net assets.
December 31
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2000 1999
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Plan's interest in the Terex
Corporation 401(k) Retirement
Savings Plan Master Trust............ $ 6,097,459 $ -
Loans to Participants.................. - 507,217
Terex Corporation Common Stock*........ - 633,745
MassMutual Group Annuity Contract
Fixed Fund........................... - 1,483,252
MassMutual Value Equity Fund........... - 556,833
MassMutual Growth Fund................. - 616,646
MassMutual Blue Chip Fund.............. 347,908
* Nonparticipant directed
During 2000, the Plan's investments (including gains and losses on
investments bought and sold, as well as held during the year)
depreciated in value by $170,909 as follows:
Mutual funds........................... $ 60,805
Common stock........................... 110,104
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$ 170,909
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4. INVESTMENT IN MASTER TRUST
Beginning February 1, 2000, the Plan's assets are held in a trust
account at Fidelity and consist of an interest in the Terex
Corporation 401(k) Retirement Savings Plan Master Trust (the "Master
Trust"). The Master Trust was established to permit the commingling of
the trust assets for similar employee benefit plans sponsored by the
Company. The Plan has an approximate 10.6% interest in the net assets
available for plan benefits of the Master Trust at December 31, 2000.
Net earnings of the Master Trust are allocated daily by Fidelity to
each participant account balance. Net earnings include interest
income, dividend income and net appreciation (depreciation) of
investments. Contributions, benefit payments and expenses are made on
a specific identification basis.
The following table presents the fair values of investments for the
Master Trust at December 31, 2000:
Mutual funds........................... $ 40,077,234
Terex Corporation Common Stock......... 5,678,833
Participant loans...................... 3,292,876
Insurance contract..................... 8,309,783
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$ 57,358,726
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TEREX CORPORATION AND AFFILIATES'
401(k) RETIREMENT SAVINGS PLAN FOR REPRESENTED EMPLOYEES
NOTES TO FINANCIAL STATEMENTS
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Net appreciation, dividends and interest for the Master Trust for the
eleven months ended December 31, 2000 are as follows:
Net appreciation (depreciation) of investments:
Mutual Funds.................................. $ (4,698,915)
Terex Corporation Common Stock................ (842,622)
Dividends........................................ 3,153,285
Interest......................................... 230,664
GIC interest..................................... 514,388
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$ (1,643,200)
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The Master Trust has an interest in a benefit-responsive investment
contract which is valued at contract value as determined by
MassMutual, the holder of the contract. The contract value at December
31, 2000 was $8,309,783. The contract value represents contributions
made under contract, plus earnings, less participant withdrawals and
administrative expenses. Participants may ordinarily direct the
withdrawal or transfer of all or a portion of the investment at
contract value. The guaranteed annual interest rate is 6 percent.
5. NON PARTICIPANT-DIRECTED INVESTMENTS
The Company's contributions to the Plan are invested solely in Terex
Corporation Common Stock. Fidelity holds all Terex common stock in one
investment account and does not segregate employer and employee
purchased common stock activity. As a result, all Plan investments in
Terex common stock are considered nonparticipant-directed. Information
about the net assets and the significant components of the changes in
net assets relating to the nonparticipant-directed investments is as
follows:
December 31
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2000 1999
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Net Assets
Terex Corporation Common Stock....... $ 768,661 $ 633,745
Year Ended
December 31, 2000
-----------------
Changes in Net Assets:
Contributions................................... $ 457,955
Investment income and gain/loss................. (209,086)
Benefits paid to participants................... (93,213)
Net loan activity............................... 15,394
Expenses paid................................... (217)
Transfers to participant-directed
investments................................... (31,468)
Forfeitures..................................... (4,449)
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$ 134,916
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TEREX CORPORATION AND AFFILIATES'
401(k) RETIREMENT SAVINGS PLAN FOR REPRESENTED EMPLOYEES
NOTES TO FINANCIAL STATEMENTS
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6. PARTY-IN-INTEREST
Certain Plan investments are shares of mutual funds managed by
Fidelity. Fidelity also serves as a custodian and, therefore, these
transactions qualify as party-in-interest transactions. Fees paid by
the Plan for the investment management services amounts to $4,813 for
the year ended December 31, 2000.
7. INCOME TAX STATUS
The Plan received a determination letter, dated July 31, 1996, that it
met the qualification requirements of Sections 401(c) and 401(k) of
the Internal Revenue Code (the "IRC") and is, therefore exempt from
federal income taxation. Subsequently, the Plan has been amended. The
Plan Administrator believes that the Plan, as amended, continues to be
qualified and exempt from tax under Sections 401(c) and 401(k) of the
IRC.
8. TERMINATION OF THE PLAN
The Company believes that the Plan will continue without interruption
but reserves the right to discontinue the Plan. In the event that such
discontinuance results in the complete or partial termination of the
Plan, the balance in each participant's account will be distributed
by the Trustees.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
trustees have duly caused this annual report to be signed by the undersigned
thereunto duly authorized.
The Terex Corporation and Affiliates'
401(k) Retirement Savings Plan for
Represented Employees
/s/ Joseph F. Apuzzo
______________________________________
Date: June 29, 2001 By: Joseph F. Apuzzo
Chief Financial Officer
Terex Corporation
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