UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

SCHEDULE TO

Tender Offer Statement under Section 14(d)(1) or 13(e)(1)

of the Securities Exchange Act of 1934

 

A.S.V., INC.

(Name of Subject Company (Issuer))

 

Terex Minnesota Acquisition Corporation (Offeror)

Terex Corporation (Parent of Offeror)

(Names of Filing Persons (identifying status as offeror, issuer or other person))

Common Stock, $.01 par value

(Title of Class of Securities)

 

001963107

(CUSIP Number of Class of Securities)

 

Eric I. Cohen, Esq.

Senior Vice President, Secretary and General Counsel

Terex Corporation

200 Nyala Farm Road

Westport, CT 06880

with a copy to:

Peter S. Golden, Esq.

Fried, Frank, Harris, Shriver & Jacobson

One New York Plaza

New York, NY 10004

(212) 859-8000

(Name, address and telephone number of person authorized to

receive notices and communications on behalf of filing persons)

 

CALCULATION OF FILING FEE*

 

 

 

 

Transaction Valuation*

 

Amount of Filing Fee*

Not Applicable

 

Not Applicable

*

In accordance with General Instruction D to Schedule TO, no filing fee is required because this filing contains only preliminary communications made before the commencement of a tender offer.

 

o

Check the box if any part of the fee is offset as provided by Rule 0-11(a)(2) and identify the filing with which the offsetting fee was previously paid. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.

 

 

 

 

 

 

 

 

Amount Previously Paid:

  

N/A

  

Filing Party:

  

N/A

Form or Registration No.:

  

N/A

  

Date Filed:

  

N/A

 

x

Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer.

 

Check the appropriate boxes below to designate any transactions to which the statement relates:

 

x

third-party tender offer subject to Rule 14d-1.

 

o

issuer tender offer subject to Rule 13e-4.

 

o

going-private transaction subject to Rule 13e-3.

 

o

amendment to Schedule 13D under Rule 13d-2.

Check the following box if the filing is a final amendment reporting the results of the tender offer:   o 

 

 

 

On January 14, 2008, Terex Corporation (“Terex”) and A.S.V., Inc. (the “Company”) issued a press release announcing that the Company, Terex and Terex Minnesota, Inc., a wholly owned subsidiary of Terex (“Sub”), have entered into a definitive merger agreement that provides for the acquisition of the Company for $18 per share in cash (the “Offer Price”) by means of a tender offer for all of the outstanding common stock, par value $0.01 per share, of the Company followed by a merger in which all of common stock not acquired in the tender offer will be converted into the right to receive the Offer Price. The press release is attached hereto as Exhibit 99.1.

This filing on Schedule TO relates solely to preliminary communications made before the commencement of a tender offer for all of the outstanding common stock, par value $0.01 per share, of the Company.

This Schedule TO is not an offer to buy or the solicitation of an offer to sell any of the Company’s common shares. Sub has not yet commenced the tender offer described herein. On the commencement date of the tender offer, an offer to purchase, a letter of transmittal and related documents will be filed with the Securities and Exchange Commission, will be mailed to shareholders of record and will also be made available for distribution to beneficial owners of the Company’s common shares. The solicitation of offers to buy the Company’s common shares will only be made pursuant to the offer to purchase, the letter of transmittal and related documents. When they are available, shareholders should read those materials carefully because they will contain important information, including the various terms of, and conditions to, the tender offer. When they are available, shareholders will be able to obtain the offer to purchase, the letter of transmittal and related documents without charge from the Securities and Exchange Commission’s website at www.sec.gov or from the information agent that is selected by the Company. Shareholders are urged to read carefully those materials when they become available prior to making any decisions with respect to the tender offer.

Item 12. Exhibits.

 

 

 

 

Exhibit No.

 

Description

 

 

99.1

 

Press Release

 

 

 

SIGNATURE

After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

*

(Signature)

*

(Name and title)

January 14, 2008

(Date)

 

 

*

In accordance with General Instruction D to Schedule TO, no signature is required because the filing contains only preliminary communications made before the commencement of a tender offer.