SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Amendment No. 11
to
SCHEDULE 13D
Under the Securities Exchange Act of 1934
TERRA INDUSTRIES INC.
(Name of Issuer)
Common Stock, no par value
(Title of Class of Securities)
457729101
(CUSIP Number of Class of Securities)
Ben L. Keisler N. Jordan
Vice President Secretary
Minorco (U.S.A.) Inc. Minorco
5251 DTC Parkway 9 Rue Sainte Zithe
Suite 700 Luxembourg City,
Englewood, CO 80111 Luxembourg
Telephone: (303) 889-0700 Telephone: (352)404-1101
(Name, Address and Telephone Number of
Persons Authorized to Receive Notices and
Communications on Behalf of Bidder)
September 27, 1994
(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 Statement because of Rule 13d-1(b)(3) or (4), check the
following: ___
Check the following box if a fee is being paid with this
Statement: ___
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CUSIP No. 457729-10-1 (Common)
(1) Names of Reporting Persons, S.S. or I.R.S.
Identification Nos. of Above Person
Minorco (U.S.A.) Inc.
EIN: 84-1137980
(2) Check the Appropriate Box if a Member of a Group (See
Instructions)
___ (a)
___ (b)
(3) SEC Use Only
(4) Source of Funds (See Instructions)
(5) ___ Check if Disclosure of Legal Proceedings is Required
Pursuant to Item 2(e) or 2(f)
(6) Citizenship or Place of Organization Colorado
(7) Sole Voting Power 37,160,725 Common Shares
(8) Shared Voting Power
(9) Sole Dispositive Power 37,160,725 Common Shares
(10) Shared Dispositive Power
(11) Aggregate Amount Beneficially Owned by Each Reporting Person
37,160,725 Common Shares
(12) ___ Check if the Aggregate Amount in Row (11) Excludes
Certain Shares (See Instructions)
(13) Percent of Class Represented by Amount in Row (11) 52.67%
(14) Type of Reporting Person (See Instructions) CO
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CUSIP No. 457729-10-1 (Common)
(1) Names of Reporting Persons, S.S. or I.R.S.
Identification Nos. of Above Person
Minorco
(2) Check the Appropriate Box if a Member of a Group (See
Instructions)
___ (a)
___ (b)
(3) SEC Use Only
(4) Source of Funds (See Instructions)
(5) ___ Check if Disclosure of Legal Proceedings is Required
Pursuant to Item 2(e) or 2(f)
(6) Citizenship or Place of Organization Luxembourg
(7) Sole Voting Power By subsidiary - 37,160,725 Common
Shares
(8) Shared Voting Power
(9) Sole Dispositive Power By subsidiary - 37,160,725 Common
Shares
(10) Shared Dispositive Power
(11) Aggregate Amount Beneficially Owned by Each Reporting Person
37,160,725 Common Shares
(12) ___ Check if the Aggregate Amount in Row (11) Excludes
Certain Shares (See Instructions)
(13) Percent of Class Represented by Amount in Row (11) 52.67%
(14) Type of Reporting Person (See Instructions) CO
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Item 1. Security and Issuer
This Amendment No. 11 to the Schedule 13D dated
August 3, 1983 of Minorco is filed to reflect information
required pursuant to Rule 13d-2 of the Securities and Exchange
Commission under the Securities Exchange Act of 1934, as amended
(the "Act"), relating to the Common Shares, no par value, of
Terra Industries Inc. ("Terra"), a Maryland corporation, Terra
Centre, 600 Fourth Street, Sioux City, Iowa 51101.
Item 3. Source and Amount of Funds or Other Consideration
Item 3 is hereby amended by the addition of the
following paragraph:
"Minorco USA or any related company purchasing Terra Common
Shares in the proposed transaction set forth in Item 4 will
obtain any necessary funds through debt or equity financing from
Minorco or a subsidiary of Minorco."
Item 4. Purpose of Transaction
Item 4 is hereby amended by the addition of the
following paragraph:
"As previously disclosed, Terra and Minorco USA entered into
a Put Option Agreement, dated August 8, 1994, under which Terra
has the right to require Minorco USA to purchase up to 13,333,333
Terra Common Shares at a price of $7.50 per share in order to
finance a portion of the acquisition price for Agricultural
Minerals and Chemicals Inc. As a result of the recent increase
in the price of Terra Common Shares, Terra has advised Minorco
USA that it is exploring alternatives to exercising this right.
In connection therewith, Terra's board of directors, with the
participation of the directors who are officers or directors of
Minorco USA, have approved the filing of a registration statement
for the public offering of 9,000,000 Terra Common Shares,
exclusive of the underwriters' over-allotment option (the
"Offering")."
"In order to provide greater assurance that the Offering
will be completed promptly and at a price satisfactory to Terra,
and to maintain Minorco's current proportionate beneficial
ownership interest in Terra, Minorco USA has entered into an
agreement with S.G. Warburg & Co. Inc., the lead underwriter
for the Offering, under which Minorco USA has agreed to
purchase from the underwriters approximately 53% of the
Offering, plus a similar percentage of any portion of the
over-allotment option exercised by the underwriters. The
purchase will be made at a price equal to the offering price
to the public, less the underwriting discount received by the
underwriters. This agreement has been
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negotiated directly between the underwriters and representatives
of Minorco USA. The agreement is subject to the execution of an
underwriting agreement between Terra and the underwriters, and
Minorco USA has the right to assign its rights and
obligations under the agreement with S.G. Warburg & Co. Inc.
to any wholly owned subsidiary of Minorco."
Item 6. Contracts, Arrangements, Undertakings or
Relationships with Respect to Securities of
the Issuer
Item 6 is hereby amended by the addition of the
following paragraph:
"Minorco USA executed a Put Option Agreement on
August 8, 1994 with Terra wherein Minorco USA agreed to
purchase up to $100,000,000 of Terra Common Shares at Terra's
option at the price of $7.50 per share at any time prior to
October 31, 1994 in order to finance a portion of the
acquisition price for Agricultural Minerals and Chemicals Inc."
"Minorco USA executed a letter agreement dated
September 27, 1994 with S.G. Warburg & Co. Inc., which is
described in more detail in Item 4 of this Amendment and is filed
as Exhibit A hereto."
Item 7. Material to be Filed as Exhibits
Exhibit A Letter Agreement between S.G. Warburg &
Co. Inc. and Minorco (U.S.A.) Inc.
dated September 27, 1994.
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SIGNATURE
After reasonable inquiry and to the best of its
knowledge and belief, the undersigned certifies that the
information set forth in this statement is true, complete and
correct.
MINORCO
By: s/N. Jordan
N. Jordan
Secretary
September 27, 1994
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SIGNATURE
After reasonable inquiry and to the best of its
knowledge and belief, the undersigned certifies that the
information set forth in this statement is true, complete and
correct.
MINORCO (U.S.A.) INC.
By: s/Ben L. Keisler
Ben L. Keisler
Vice President, Secretary
and General Counsel
September 27, 1994
<PAGE>
Exhibit A
MINORCO (U.S.A.) INC.
5251 DTC Parkway
Suite 700
Englewood, CO 80111
September 27, 1994
S.G. Warburg & Co. Inc.
787 Seventh Avenue
New York, NY 10019
Dear Sirs:
Terra Industries Inc., a Maryland corporation
("Terra"), has filed with the Securities and Exchange Commission
a registration statement Form S-3 under the Securities Act of
1933, relating to the offering (the "Offering") of 10,350,000
shares of its common shares, no par value (the "Common Shares"),
for which Offering you would act as the representative for the
several underwriters. You have delivered to us a copy of said
registration statement and the preliminary prospectus contained
therein.
This letter will confirm that we agree to purchase
from the underwriters that number of Common Shares equal to 53%
of any Common Shares purchased by the underwriters pursuant to
the Offering (including any Common Shares purchased pursuant to
the underwriters' over-allotment option), at a purchase price
equal to the price to the public less any underwriting discount,
on the closing date of the Offering (and with respect to any
Common Shares purchased pursuant to the underwriters'
over-allotment option, any subsequent closing date related
thereto) subject only to the closing of the Offering and the
purchase of said Common Shares by the Underwriters from the
Company.
We may assign our right and obligation to purchase the
Common Shares hereunder to any company that is a direct
or indirect wholly owned subsidiary of Minorco S.A., a company
incorporated under the laws of Luxembourg; provided that
such assignment shall not relieve us of our obligation to
purchase such Common Shares if the assignee fails to perform
such obligation.
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S.G. Warburg & Co. Inc.
September 27, 1994
Page 2
If the foregoing correctly reflects your understanding and
agreement, please execute a copy of this letter in the space
provided below and telecopy it to Minorco (U.S.A.) Inc. at the
address indicated above, telecopy number (303) 889-0707,
Attention: Ben L. Keisler.
Very truly yours,
MINORCO (U.S.A.) INC.
s/Ben L. Keisler
Ben L. Keisler
Vice President, General Counsel
and Secretary
Confirmed and agreed to as
of the date first above written.
S.G. WARBURG & CO. INC.
By: s/Ralph Eads
Managing Director
