SEC Comment Letter for TEREX CORP (TEX) (CIK 0000097216) (TEX) — Jun 25, 2009
TEREX CORP (TEX) (CIK 0000097216)
Date: June 25, 2009 · CIK: 0000097216 · Accession: 0000000000-09-033680
AI Filing Summary & Sentiment
Reasoning
Letter
Re: Terex Corporation Form 10-K for the Fiscal Year Ended December 31, 2008 Filed February 27, 2009 File No. 1-10702 Dear Mr. DeFeo:
June 25, 2009 Via U.S. Mail and Facsimile (203-222-7976)
Ronald M. DeFeo Chairman and Chief Executive Officer Terex Corporation 200 Nyala Farm Road Westport, Connecticut 06880
We have limited our review of your filing to disclosure relating to your contacts with countries that have been identified as state sponsors of terrorism, and we have the following comments. Our review with respect to this issue does not preclude further review by the Assistant Director group with respect to other issues. At this juncture, we are asking you to provide us with supplemental information, so that we may better understand your disclosure. Please be as detail ed as necessary in your response. After reviewing this information, we may raise additional comments.
Please understand that the purpose of our re view process is to assist you in your compliance with the applicable disclosure requirements and to enhance the overall disclosure in your filings. We look forward to working with you in these respects. We welcome any questions you may have about our comments or on any other aspect of our review. Feel free to call us at the tele phone numbers listed at th e end of th is letter.
General
1. We note from disclosure on page 10, pa ge 26 and elsewhere in your Form 10-K that you currently operate in the Middle East, Africa, and Latin America, regions generally understood to include Iran, Syria, Sudan and Cuba, and that you intend to increase your operations in those regi ons. We note also that it appears from your website that nationals of Cuba, Ira n, Sudan, and Syria can register as your suppliers, and that you sell products and provide serv ice and support for your Terex Atlas brand in Iran. We are aw are of a March 2006 news report that your joint venture, Inner Mongolia North Hauler Co. Ltd., sold products into Iran. We also are aware of a March 2007 news re port that Terex Equipment Middle East LLC, the sales and marketing office for your Aerial Work Platforms segment, serves the market demand for your equipment in Iran and Syria, among other countries.
Ronald M. DeFeo Terex Corporation June 25, 2009 Page 2 Cuba, Iran, Sudan, and Syria are identifie d by the State Department as state sponsors of terrorism, and are subject to U.S. economic sanctions and export controls. We note that your Form 10-K does not include disclosure regarding contacts with Cuba, Iran, Sudan, and Syria. Please describe to us the nature and extent of any past, current, and anticipate d contacts with the referenced countries, whether through subsidiaries, jo int ventures, resell ers, or other dire ct or indirect arrangements. Your response should describe any products, components, equipment, technology, or services you have provided to those countries, directly or indirectly, and any agreements, comme rcial arrangements, or other contacts you have had with the governments of t hose countries or en tities controlled by those governments. 2. Please discuss the materiality of any cont acts with Cuba, Iran, Sudan, and Syria described in response to the foregoing comment, and whether those contacts constitute a material investment risk for your security holders. You should address materiality in quantitative terms, including the approximate dollar amounts of any associated reve nues, assets, and liabilities for the last three fiscal years and any subsequent period. Also, addr ess materiality in terms of qualitative factors that a reasonable i nvestor would deem important in making an investment decision, including the potential impact of corporate activities upon a company’s reputation and share value. As you may be aware, various state and municipal governments, universities, and other investors have proposed or adopted divestment or similar initiatives rega rding investment in companies that do business with U.S.-designated state spons ors of terrorism. Your materiality analysis should address the potential imp act of the investor sentiment evidenced by such actions directed toward companies that have business contacts associated with Cuba, Iran, Sudan, or Syria.
* * * * *
Please respond to these comments within 10 business days or tell us when you will provide us with a re sponse. Please submit your response letter on EDGAR. We urge all persons who are responsible for the accuracy and adequacy of the disclosure in the filing to be certain that th e filings include all in formation required under the Exchange Act of 1934 and that they have provided all information investors require for an informed investment decision. Since the company and its management are in possession of all facts relating to the company’ s disclosure, they are responsible for the accuracy and adequacy of the disclosures they have made. In connection with responding to our comments, please provide, in writing, a statement from the company acknowledging that:
Ronald M. DeFeo Terex Corporation June 25, 2009 Page 3 • the company is responsible for the adequacy and accuracy of the disclosure in the filings;
• staff comments or changes to disclosure in response to staff comments do not foreclose the Commission from taking any action with respect to the filings; and
• the company may not assert staff comme nts as a defense in any proceeding initiated by the Commission or any person under the federal secu rities laws of the United States.
In addition, please be advise d that the Division of Enfo rcement has access to all information you provide to the staff of the Divi sion of Corporation Fi nance in our review of your filings or in response to our comments on your filings.
Please understand that we may have addi tional comments after we review your response to our comments. Pl ease contact Pradip Bhaumik, Special Counsel, at (202) 551-3333 if you have any questions about the comments or our review. You may also contact me at (202) 551-3470. S i n c e r e l y , C e c i l i a B l y e , C h i e f Office of Global Security Risk cc: Peggy Fisher Assistant Director Division of Corporation Finance
Show Raw Text
June 25, 2009 Via U.S. Mail and Facsimile (203-222-7976) Ronald M. DeFeo Chairman and Chief Executive Officer Terex Corporation 200 Nyala Farm Road Westport, Connecticut 06880 Re: Terex Corporation Form 10-K for the Fiscal Year Ended December 31, 2008 Filed February 27, 2009 File No. 1-10702 Dear Mr. DeFeo: We have limited our review of your filing to disclosure relating to your contacts with countries that have been identified as state sponsors of terrorism, and we have the following comments. Our review with respect to this issue does not preclude further review by the Assistant Director group with respect to other issues. At this juncture, we are asking you to provide us with supplemental information, so that we may better understand your disclosure. Please be as detail ed as necessary in your response. After reviewing this information, we may raise additional comments. Please understand that the purpose of our re view process is to assist you in your compliance with the applicable disclosure requirements and to enhance the overall disclosure in your filings. We look forward to working with you in these respects. We welcome any questions you may have about our comments or on any other aspect of our review. Feel free to call us at the tele phone numbers listed at th e end of th is letter. General 1. We note from disclosure on page 10, pa ge 26 and elsewhere in your Form 10-K that you currently operate in the Middle East, Africa, and Latin America, regions generally understood to include Iran, Syria, Sudan and Cuba, and that you intend to increase your operations in those regi ons. We note also that it appears from your website that nationals of Cuba, Ira n, Sudan, and Syria can register as your suppliers, and that you sell products and provide serv ice and support for your Terex Atlas brand in Iran. We are aw are of a March 2006 news report that your joint venture, Inner Mongolia North Hauler Co. Ltd., sold products into Iran. We also are aware of a March 2007 news re port that Terex Equipment Middle East LLC, the sales and marketing office for your Aerial Work Platforms segment, serves the market demand for your equipment in Iran and Syria, among other countries. Ronald M. DeFeo Terex Corporation June 25, 2009 Page 2 Cuba, Iran, Sudan, and Syria are identifie d by the State Department as state sponsors of terrorism, and are subject to U.S. economic sanctions and export controls. We note that your Form 10-K does not include disclosure regarding contacts with Cuba, Iran, Sudan, and Syria. Please describe to us the nature and extent of any past, current, and anticipate d contacts with the referenced countries, whether through subsidiaries, jo int ventures, resell ers, or other dire ct or indirect arrangements. Your response should describe any products, components, equipment, technology, or services you have provided to those countries, directly or indirectly, and any agreements, comme rcial arrangements, or other contacts you have had with the governments of t hose countries or en tities controlled by those governments. 2. Please discuss the materiality of any cont acts with Cuba, Iran, Sudan, and Syria described in response to the foregoing comment, and whether those contacts constitute a material investment risk for your security holders. You should address materiality in quantitative terms, including the approximate dollar amounts of any associated reve nues, assets, and liabilities for the last three fiscal years and any subsequent period. Also, addr ess materiality in terms of qualitative factors that a reasonable i nvestor would deem important in making an investment decision, including the potential impact of corporate activities upon a company’s reputation and share value. As you may be aware, various state and municipal governments, universities, and other investors have proposed or adopted divestment or similar initiatives rega rding investment in companies that do business with U.S.-designated state spons ors of terrorism. Your materiality analysis should address the potential imp act of the investor sentiment evidenced by such actions directed toward companies that have business contacts associated with Cuba, Iran, Sudan, or Syria. * * * * * Please respond to these comments within 10 business days or tell us when you will provide us with a re sponse. Please submit your response letter on EDGAR. We urge all persons who are responsible for the accuracy and adequacy of the disclosure in the filing to be certain that th e filings include all in formation required under the Exchange Act of 1934 and that they have provided all information investors require for an informed investment decision. Since the company and its management are in possession of all facts relating to the company’ s disclosure, they are responsible for the accuracy and adequacy of the disclosures they have made. In connection with responding to our comments, please provide, in writing, a statement from the company acknowledging that: Ronald M. DeFeo Terex Corporation June 25, 2009 Page 3 • the company is responsible for the adequacy and accuracy of the disclosure in the filings; • staff comments or changes to disclosure in response to staff comments do not foreclose the Commission from taking any action with respect to the filings; and • the company may not assert staff comme nts as a defense in any proceeding initiated by the Commission or any person under the federal secu rities laws of the United States. In addition, please be advise d that the Division of Enfo rcement has access to all information you provide to the staff of the Divi sion of Corporation Fi nance in our review of your filings or in response to our comments on your filings. Please understand that we may have addi tional comments after we review your response to our comments. Pl ease contact Pradip Bhaumik, Special Counsel, at (202) 551-3333 if you have any questions about the comments or our review. You may also contact me at (202) 551-3470. S i n c e r e l y , C e c i l i a B l y e , C h i e f Office of Global Security Risk cc: Peggy Fisher Assistant Director Division of Corporation Finance