TEREX CORP — Major Shareholding Notification 2008

Mar 5, 2008

SC 13D/A 1 pg13d2-asv_terex.htm SCHEDULE 13 D - FINAL AMENDMENT pg13d2-asv_terex.htm Licensed to: Fried Frank Document Created using EDGARizer 4.0.1.0 Copyright 2007 EDGARfilings, Ltd., an IEC company. All rights reserved EDGARfilings.com

United States

Securities and Exchange Commission

Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Final Amendment)*

| A.S.V.,
Inc. |
| --- |
| (Name
of Issuer) |
| Common
Stock |
| (Title
Class of Securities) |
| 001963107 |
| (CUSIP
Number) |
| Eric
I Cohen Senior
Vice President, Secretary and
General Counsel Terex
Corporation 200
Nyala Farm Road Westport,
CT 06880 With
a copy to |
| Peter
Golden, Esq. Fried,
Frank, Harris, Shriver & Jacobson One
New York Plaza New
York, New York 10004 (212)
859-8000 |
| (Name,
Address and Telephone Number of Person Authorized to Receive Notices
and
Communications) |
| March
3, 2008 |
| (Date
of Event which Requires Filing of this
Statement) |

If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(b)(3) or (4), check the following box o .

• The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

SCHEDULE 13D

CUSIP No. 001963107 Page 2 of 5 Pages

| 1 | NAME
OF REPORTING PERSON Terex
Corporation S.S.
OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON 34-1531521 | |
| --- | --- | --- |
| 2 | CHECK
THE APPROPRIATE BOX IF A MEMBER OF A
GROUP (a) o (b) o | |
| 3 | SEC
USE ONLY | |
| 4 | SOURCE
OF FUNDS Not
applicable | |
| 5 | CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS
2(d)
or
2(e) o | |
| 6 | CITIZENSHIP
OR PLACE OF ORGANIZATION Delaware | |
| NUMBER
OF SHARES | 7 | SOLE
VOTING POWER 100%
(See Note (1) below) |
| BENEFICIALLY OWNED | 8 | SHARED
VOTING POWER -0- |
| BY
EACH REPORTING | 9 | SOLE
DISPOSITIVE POWER 100%
(See Note (1)
below) |
| PERSON WITH | 10 | SHARED
DISPOSITIVE POWER -0- |
| 11 | AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 100% (See
Note (1)
below) | |
| 12 | CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES o | |
| 13 | PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 100% | |
| 14 | TYPE
OF REPORTING PERSON CO | |

(1) As a result of the consummation of the Merger referred to in Item 4, Terex became the owner of 100% of the outstanding Shares of the Company.

SCHEDULE 13D

CUSIP No. 001963107 Page 3 of 5 Pages

| 1 | NAME
OF REPORTING PERSON Terex
Minnesota,
Inc. S.S.
OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON | |
| --- | --- | --- |
| 2 | CHECK
THE APPROPRIATE BOX IF A MEMBER OF A
GROUP (a) o (b) o | |
| 3 | SEC
USE ONLY | |
| 4 | SOURCE
OF FUNDS Not
applicable | |
| 5 | CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS
2(d)
or
2(e) o | |
| 6 | CITIZENSHIP
OR PLACE OF ORGANIZATION Minnesota | |
| NUMBER
OF SHARES | 7 | SOLE
VOTING POWER 100%
(See Note (1)
below) |
| BENEFICIALLY OWNED | 8 | SHARED
VOTING POWER -0- |
| BY
EACH REPORTING | 9 | SOLE
DISPOSITIVE POWER 100%
(See Note (1) below) |
| PERSON WITH | 10 | SHARED
DISPOSITIVE POWER -0- |
| 11 | AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 100%
(See Note (1) below) | |
| 12 | CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES o | |
| 13 | PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 100% | |
| 14 | TYPE
OF REPORTING PERSON CO | |

(1) As a result of the consummation of the Merger referred to in Item 4, Terex became the owner of 100% of the outstanding Shares of the Company.

This Final Amendment to Schedule 13D amends the Schedule 13D initially filed on January 18, 2008, as amended, by Terex Corporation and Terex Minnesota, Inc. with respect to the shares of common stock, par value $0.01 per shares, of A.S.V., Inc. Capitalized terms used and not otherwise defined in this Amendment shall have the meaning given to them in the initial Schedule 13D.

Item 4. Purpose of Transaction

Item 4 of the Schedule 13D is amended by adding the following:

On March 3, 2008, the acquisition of the Company by Terex was completed by means of the Merger. In the Merger, all outstanding Shares (other than Shares held by Terex, Sub or any other wholly owned subsidiary of Terex or the Company and Shares as to which dissenters’ rights have been properly exercised under Minnesota law) were converted into the right to receive the same $18.00 in cash per Share as was paid in the Offer, without interest.

As a result of the Merger, the Company is now a wholly owned subsidiary of Terex.

Item 5. Interest in Securities of the Issuer

Item 5(a) of the Schedule 13D is amended by adding the following:

(a) As a result of the Merger, Terex may be deemed to beneficially own all outstanding Shares.

After reasonable 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.

March 5, 2008

TEREX CORPORATION
By:	/s/ Eric
I
Cohen
	Name:
Eric
I
Cohen
	Title: Senior
Vice President, Secretary and General Counsel

TEREX MINNESOTA, INC.
By:	/s/ Eric
I
Cohen
	Name:
Eric
I
Cohen
	Title: Vice
President