SEC Comment Letter for TEREX CORP (TEX) (CIK 0000097216) (TEX) — Jun 29, 2015
TEREX CORP (TEX) (CIK 0000097216)
Date: June 29, 2015 · CIK: 0000097216 · Accession: 0000000000-15-033983
AI Filing Summary & Sentiment
Reasoning
Letter
June 29, 2015 Via E -mail Ronald M. DeFeo Chairman and Chief Executive Officer Terex Corporation 200 Nyala Farm Road Westport, CT 06880
Re: Terex Corporation Form 10 -K for Fiscal Year Ended December 31, 2014 Filed February 23, 2015 File No. 1 -10702
Dear Mr. DeFeo :
We have limited our review of your filing 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. In our comments , we ask you to provide us with information so we may better understand your disclosure.
Please respond to these comments within ten busine ss days by providing the requested information or advis e us as soon as possible when you will respond. If you do not believe our comments apply to your facts and circumstances , please tell us why in your respons e.
After reviewing your response to these comments, we may have additional comments.
General
1. In your letter to us dated February 28, 2013, you discussed contacts with Sudan and Syria. We note also that drop down menus in the “Contact Us” and “Creation of Customer Account” portions of your website allow individuals to submit addresses in Sudan and Syria. As you know, Sudan and Syria are designated by the Department of State as state sponsors of terrorism, and are subject to U.S. economic sanctions and export controls. Please describe to us the nature and extent of your past, current and anticipated contacts with Sudan and Syri a since your letter to us, whether through subsidiaries, affiliates, distributors, joint ventures or other direct or indirect arrangements. You should describe any services, products, information or technology you have provided to Sudan or Syria, directly or indirectly, and any agreements, commercial arrangements, or other contacts you have had with the governments of those countries or entities they control.
Ronald M. DeFeo Terex Corporation June 29, 2015 Page 2
2. Please discuss the materiality of the contacts with Sudan and Syria you describe in response to the comment above, 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 revenues, assets, and liabilities for the last three fiscal years and the subsequent interim period. Also, address materiality in terms of quali tative factors that a reasonable investor would deem important in making an investment decision, including the potential impact of corporate activities upon a company's reputation and share value. Various state and municipal governments, universities, and other investors have proposed or adopted divestment or similar initiatives regarding investment in companies that do business with U.S. - designated state sponsors of terrorism. You should address the potential impact of the investor sentiment evidenced by such actions directed toward companies that have operations associated with Sudan and Syria.
We urge all persons who are responsible for the accuracy and adequacy of the disclosure in the filing to be certain that the filing includes the information the Securities Exchange Act of 1934 and all applicable Exchange Act rules require. Since the company and its management are in possession of all facts relating to a company’s disclosure, they are responsible for the accuracy and adequacy of the disclosures th ey have made.
In responding to our comments, please provide a written statement from the company acknowledging that:
the company is responsible for the adequacy and accuracy of the disclosure in the filing;
staff comments or changes to disclosure in response to staff comments do not foreclose the Commission from taking any action with respect to the filing; and
the company may not assert staff comments as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.
You may contact Daniel Leslie , Staff Attorney , at (202) 551 -3876 or me at (202) 551 - 3470 if you have any questions about the comments or our review.
Sincerely,
/s/ Cecilia Blye
Show Raw Text
June 29, 2015 Via E -mail Ronald M. DeFeo Chairman and Chief Executive Officer Terex Corporation 200 Nyala Farm Road Westport, CT 06880 Re: Terex Corporation Form 10 -K for Fiscal Year Ended December 31, 2014 Filed February 23, 2015 File No. 1 -10702 Dear Mr. DeFeo : We have limited our review of your filing 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. In our comments , we ask you to provide us with information so we may better understand your disclosure. Please respond to these comments within ten busine ss days by providing the requested information or advis e us as soon as possible when you will respond. If you do not believe our comments apply to your facts and circumstances , please tell us why in your respons e. After reviewing your response to these comments, we may have additional comments. General 1. In your letter to us dated February 28, 2013, you discussed contacts with Sudan and Syria. We note also that drop down menus in the “Contact Us” and “Creation of Customer Account” portions of your website allow individuals to submit addresses in Sudan and Syria. As you know, Sudan and Syria are designated by the Department of State as state sponsors of terrorism, and are subject to U.S. economic sanctions and export controls. Please describe to us the nature and extent of your past, current and anticipated contacts with Sudan and Syri a since your letter to us, whether through subsidiaries, affiliates, distributors, joint ventures or other direct or indirect arrangements. You should describe any services, products, information or technology you have provided to Sudan or Syria, directly or indirectly, and any agreements, commercial arrangements, or other contacts you have had with the governments of those countries or entities they control. Ronald M. DeFeo Terex Corporation June 29, 2015 Page 2 2. Please discuss the materiality of the contacts with Sudan and Syria you describe in response to the comment above, 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 revenues, assets, and liabilities for the last three fiscal years and the subsequent interim period. Also, address materiality in terms of quali tative factors that a reasonable investor would deem important in making an investment decision, including the potential impact of corporate activities upon a company's reputation and share value. Various state and municipal governments, universities, and other investors have proposed or adopted divestment or similar initiatives regarding investment in companies that do business with U.S. - designated state sponsors of terrorism. You should address the potential impact of the investor sentiment evidenced by such actions directed toward companies that have operations associated with Sudan and Syria. We urge all persons who are responsible for the accuracy and adequacy of the disclosure in the filing to be certain that the filing includes the information the Securities Exchange Act of 1934 and all applicable Exchange Act rules require. Since the company and its management are in possession of all facts relating to a company’s disclosure, they are responsible for the accuracy and adequacy of the disclosures th ey have made. In responding to our comments, please provide a written statement from the company acknowledging that: the company is responsible for the adequacy and accuracy of the disclosure in the filing; staff comments or changes to disclosure in response to staff comments do not foreclose the Commission from taking any action with respect to the filing; and the company may not assert staff comments as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States. You may contact Daniel Leslie , Staff Attorney , at (202) 551 -3876 or me at (202) 551 - 3470 if you have any questions about the comments or our review. Sincerely, /s/ Cecilia Blye Cecilia Blye, Chief Office of Global Security Risk cc: Amanda Ravitz Assistant Director Division of Corporation Finance Ronald M. DeFeo Terex Corporation June 29, 2015 Page 3 Eric Cohen Senior Vice President , Secretary and General Counsel Terex Corporation Scott Posner Deputy General Counsel Terex Corporation