SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Amendment No. 12
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 Taurus Investments S.A.
Suite 700 9 Rue Sainte Zithe
Englewood, CO 80111 Luxembourg City,
Telephone: (303) 889-0700 Luxembourg
Telephone: (352) 404-1101
(Name, Address and Telephone Number of
Persons Authorized to Receive Notices and
Communications on Behalf of Bidder)
October 20, 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: __
<PAGE>
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) 46.11%
(14) Type of Reporting Person (See Instructions) CO
<PAGE>
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
By subsidiary-5,400,000 Common Shares
(8) Shared Voting Power
(9) Sole Dispositive Power
By subsidiary-37,160,725 Common Shares
By subsidiary-5,400,000 Common Shares
(10) Shared Dispositive Power
(11) Aggregate Amount Beneficially Owned by Each Reporting Person
42,560,725 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) 52.81%
(14) Type of Reporting Person (See Instructions) CO
<PAGE>
CUSIP No. 457729-10-1 (Common)
(1) Names of Reporting Persons, S.S. or I.R.S.
Identification Nos. of Above Person
Taurus Investments S.A.
(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) AF
(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 5,400,000 Common Shares
(8) Shared Voting Power
(9) Sole Dispositive Power 5,400,000 Common Shares
(10) Shared Dispositive Power
(11) Aggregate Amount Beneficially Owned by Each Reporting Person
5,400,000 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) 6.7%
(14) Type of Reporting Person (See Instructions) CO
<PAGE>
Item 1. Security and Issuer
This Amendment No. 12 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 2. Identity and Background
Item 2 is hereby amended by the deletion of Paragraph 1
and the insertion of the following paragraph:
"This statement is being filed on behalf of Minorco, a
company incorporated under the laws of Luxembourg ("Minorco"),
Minorco (U.S.A.) Inc. ("Minorco USA"), a Colorado corporation,
and Taurus Investments S.A. ("Taurus"), a company organized under
the laws of Luxembourg, the latter two of which are subsidiaries
of Minorco, with respect to the common shares, no par value, of
Terra which are beneficially owned by Minorco, Minorco USA and
Taurus. Minorco's and Taurus' principal office address is 9 rue
Sainte Zithe, Luxembourg City, Grand Duchy of Luxembourg.
Minorco USA's principal office address is 5251 DTC Parkway, Suite
700, Englewood, Colorado 80111.
Item 2 is further amended by the deletion of Paragraphs
9, 11, 12 and 13 and the insertion of the following paragraphs:
"The names of the directors and executive officers of
Minorco USA, Minorco, Taurus, AAC, De Beers, Centenary and Amgold
are set forth in Annex A."
"The citizenship, business address, present principal
occupation or employment, and the name, principal business and
address of any corporation or other organization in which such
employment is conducted, of each of the directors and executive
officers of each of Minorco USA, Minorco, Taurus, AAC, De Beers,
Centenary and Amgold are set forth in Annex A."
"During the last five years, neither (1) any of Minorco
USA, Minorco, Taurus, AAC, De Beers, Centenary, Amgold nor (2) to
the best knowledge of Minorco USA, Minorco or Taurus, any of the
directors or executive officers of Minorco USA, Minorco, Taurus,
AAC, De Beers, Centenary or Amgold has been convicted in a
criminal proceeding (excluding traffic violations or similar
misdemeanors)."
<PAGE>
"During the last five years, neither (1) any of Minorco
USA, Minorco, Taurus, AAC, De Beers, Centenary, Amgold (2) to the
best knowledge of Minorco USA, Minorco or Taurus, any of the
directors or executive officers of Minorco USA, Minorco, Taurus,
AAC, De Beers, Centenary or Amgold was a party to a civil
proceeding of a judicial or administrative body of competent
jurisdiction and as a result of such proceeding was or is
subject to a judgment, decree or final order enjoining future
violations of, or prohibiting or mandating activities subject
to, federal or state securities laws or finding any violation
of such laws."
Item 3. Source and Amount of Funds or Other Consideration
Item 3 is hereby amended by the addition of the
following paragraph:
"The source of funds used by Taurus for the acquisition
of Terra Common Shares was Minorco."
Item 4. Purpose of Transaction
Item 4 is amended by the addition of the following
paragraphs:
"In response to changing market conditions, on October
12, 1994, Minorco USA and S.G. Warburg & Co. Inc. entered into an
amended and restated agreement under which Minorco USA agreed to
purchase 5,400,000 Terra Common Shares sold pursuant to the
registration statement for the public offering filed by Terra at
a price equal to the offering price to the public, less the
underwriting discount received by the underwriters. S.G. Warburg
& Co. Inc. was the lead underwriter for the offering. Minorco
USA made no commitment to purchase any portion of the
underwriters' over-allotment option. The agreement was subject
to the execution of an underwriting agreement between Terra and
the underwriters, and Minorco USA had the right to assign its
rights and obligations under the agreement with S.G. Warburg &
Co. Inc. to any wholly owned subsidiary of Minorco. Minorco USA
subsequently assigned its rights and obligations under this
agreement to Taurus."
"On October 20, 1994, Terra completed the offering and
Taurus purchased 5,400,000 common shares of Terra at a price of
$11.72 per share, for total consideration of $63,288,000.
Subsequently, Terra completed the acquisition of Agricultural
Minerals and Chemicals, Inc. using, in part, proceeds from the
public offering."
<PAGE>
Item 5. Interest in Securities of the Issuer
Item 5 is hereby amended in its entirety to read as
follows:
(a) Except as referred to in Item 2 hereof and as set
forth below, neither Minorco USA, Minorco, Taurus, AAC, De Beers,
Centenary, Amgold nor, to the best of Minorco USA, Minorco's or
Taurus' knowledge, any of the executive officers or directors of
Minorco USA, Minorco, Taurus, AAC, De Beers, Centenary and
Amgold, owns beneficially, or has any right to acquire, directly
or indirectly, any of the common shares of Terra.
Name of Person Title of Class Number of Shares
Anthony W. Lea Common 250*
R. F. Richards Common 8,826* (1)
H. R. Slack Common 250*
David E. Fisher Common 250*
Edward G. Beimfohr Common 5,000*
Ben L. Keisler Common 4,885*
John J. Ellis Common 3,788*
_________________
(1) Includes 400,000 Terra Common Shares issuable upon the
exercise of stock options and 11,826 shares covered by an
employee's savings and investment plan, as described in Item 6.
* Represents less than 1% of the outstanding common stock.
As of the date hereof, Minorco USA, Minorco and Taurus
are deemed to beneficially own 42,560,725 shares of Terra Common
Stock or 52.81% of the total number of outstanding shares of
common stock of Terra as reported to Minorco, Minorco USA and
Taurus by Terra.
(b) Minorco USA has sole voting and dispositive power
with respect to 37,160,725 Terra Common Shares or 46.11%. Taurus
has sole voting and dispositive power with respect to 5,400,000
Terra Common Shares or 6.7%. Minorco, and the group beneficially
own 42,560,725 Terra Common Shares or 52.81% of the outstanding
shares. Messrs. Beimfohr, Ellis, Fisher, Keisler, Lea, Richards,
and Slack each have sole voting and dispositive power with
respect to the shares held by them, except with respect to
400,000 Terra Common Shares which Mr. Richards has the right to
acquire pursuant to the option agreements described in Item 6 but
which have not been so acquired by Mr. Richards, and with respect
to 11,826 shares covered by an employee's savings and investment
plan described in Item 6 which gives Mr. Richards sole voting
power with respect to the shares, but not present dispositive
power.
<PAGE>
(c) On October 20, 1994, Taurus purchased from S.G.
Warburg & Co. Inc., as the lead underwriter in a public offering
by Terra, 5,400,000 Terra Common Shares at a price of $11.72 per
share. Also on that date, the put option, dated August 8, 1994,
given by Minorco USA to Terra, under which Terra had the right to
require Minorco USA to purchase up to 13,333,333 Terra Common
Shares at a price of $7.50 per share, expired unexercised.
(d) Not applicable.
(e) Not applicable.
Item 6. Contracts, Arrangements, Undertakings or
Relationships with Respect to Securities of
the Issuer.
Item 6 is hereby amended by the deletion of Paragraph 1
and the insertion of the following paragraph:
"Except as stated below, neither Minorco USA, Minorco,
Taurus, AAC, De Beers, Centenary, Amgold nor any of their
officers and directors has any contract or arrangement with
respect to any Terra Common Shares."
Item 6 is further amended by the addition of the
following paragraphs:
"The Put Option Agreement dated August 8, 1994, given
by Minorco USA to Terra, under which Terra had the right to
require Minorco USA to purchase up to 13,333,333 Terra Common
Shares at a price of $7.50 per share, expired unexercised."
"With respect to the transaction described in Item 4,
on October 12, 1994, Minorco USA and S. G. Warburg & Co. Inc.
entered into an amended and restated agreement under which
Minorco USA agreed to purchase 5,400,000 Terra Common Shares sold
pursuant to the registration statement for the public offering
filed by Terra at a price equal to the offering price to the
public, less the underwriting discount received by
the underwriters. An Assignment was executed on October 12,
1994 between Minorco USA and Taurus, assigning Minorco USA's
rights and obligations to purchase 5,400,000 Terra Common Shares
to Taurus. Both Minorco USA and Taurus executed agreements dated
October 13, 1994 relating to Minorco USA's and Taurus' agreement
not to sell their Terra Common Shares for a period of 90 days
after the date of the Prospectus used in connection with the
Public Offering."
<PAGE>
Item 7. Material to be Filed as Exhibits
Exhibit E Amended and Restated Agreement
between Minorco (U.S.A.) Inc. and
S.G. Warburg & Co.Inc dated
October 12, 1994
Exhibit F Agreement dated October 13, 1994
between S.G. Warburg & Co. Inc.
and Taurus Investments S.A.
Exhibit G Agreement dated October 13, 1994
between S.G. Warburg & Co. Inc.
and Minorco (U.S.A.) Inc.
Exhibit H Assignment dated October 12, 1994
between Minorco (U.S.A.) Inc. and
Taurus Investments S.A.
<PAGE>
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
October 27, 1994
<PAGE>
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
October 27, 1994
<PAGE>
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.
TAURUS INVESTMENTS S.A.
By: s/N. Jordan
N. Jordan
Secretary
October 27, 1994
<PAGE>
ANNEX "A"
TO SCHEDULE 13D FILED
BY
MINORCO (U.S.A.) INC., MINORCO AND TAURUS INVESTMENTS S.A.
I. The following table sets forth certain information
concerning each of the Directors and Officers of Minorco (U.S.A.)
Inc. ("Minorco USA").
Name: T. C. Barry (Director)
Citizenship: United States of America
Business Address: 30 Rockefeller Plaza, Room 4318
New York, New York 10112, U.S.A.
Principal Occupation: President and Chief Executive
Officer, Zephyr Management Inc.
Name: E. G. Beimfohr (Director)
Citizenship: United States of America
Business Address: 100 East 42nd Street, Suite 1810
New York, New York 10017
Principal Occupation: Partner, Lane & Mittendorf
(Law firm), Director, Minorco
Name: W. K. Brown (Director)
Citizenship: United States of America
Business Address: 235 Stillwater Court
Marco Island, FL 33937
Principal Occupation: Consultant
Name: John J. Ellis (Director)
Citizenship: Canadian
Business Address: 5251 DTC Parkway, Suite 700
Englewood, CO 80111
Principal Occupation: Chairman and Chief Executive
Officer, Independence Mining
Company Inc.
Name: D. E. Fisher (Director)
Citizenship: British
Business Address: 9 rue Sainte Zithe
L-2763 Luxembourg City
Luxembourg
Principal Occupation: Finance Director, Minorco
PAGE
<PAGE>
Name: A. W. Lea (Director)
Citizenship: South African
Business Address: 40 Holborn Viaduct
London, England EC1P 1AJ
Principal Occupation: Executive Director, Minorco
Name: R. F. Richards (Director,
Chairman)
Citizenship: United States of America
Business Address: 250 Park Avenue, New York, NY
10177
Principal Occupation: Chairman of the Board, President
and Chief Executive Officer
Minorco USA
Name: H. R. Slack (Director)
Citizenship: United States of America
Business Address: 40 Holborn Viaduct
London, England EC1P 1AJ
Principal Occupation: Director, President and Chief
Executive Officer, Minorco,
Director, Anglo American
Corporation of South Africa Limited
("AAC")
Name: T. C. A. Wadeson (Director)
Citizenship: British
Business Address: 40 Holborn Viaduct
London, England EC1P 1AJ
Principal Occupation: Group Technical Director,
AAC
Name: B. M. Joyce (Vice President)
Citizenship: United States of America
Business Address: Terra Centre, 600 Fourth Street,
Sioux City, Iowa 51101
Principal Occupation: President and Chief Executive
Officer, Terra Industries Inc.
(Agribusiness), Vice President,
Agribusiness, Minorco USA
Name: J. D. Hall (Vice President,
Treasurer and Controller)
Citizenship: United States of America
Business Address: Minorco USA
5251 DTC Parkway, Suite 700
Englewood, CO 80111, U.S.A.
Principal Occupation: Vice President, Treasurer and
Controller, Minorco USA
PAGE
<PAGE>
Name: B. L. Keisler (Vice President,
General Counsel and Secretary)
Minorco USA
Citizenship: United States of America
Business Address: 5251 DTC Parkway, Suite 700
Englewood, CO 80111
Principal Occupation: Vice President, General Counsel and
Secretary, Minorco USA
Name: G. J. Leinsdorf (Vice President)
Citizenship: United States of America
Business Address: 250 Park Avenue, 19th Floor
New York, New York 10177, U.S.A.
Principal Occupation: Director and President, Minorco
(U.S.A.) Marketing Corporation
(Metal sales), Vice President,
Marketing, Minorco USA
PAGE
<PAGE>
II. The following table sets forth certain information
concerning each of the Directors and other Officers of Minorco
("Minorco").
The following list sets forth the names of certain
Directors and Executive Officers of Minorco and the sections of
this Annex "A" in which other information concerning them is set
out, to which sections reference is hereby made:
E. G. BEIMFOHR (Director) SECTION I
D. E. FISHER (Finance Director) SECTION I
A. W. LEA (Executive Director) SECTION I
R. F. RICHARDS (Director) SECTION I
H. R. SLACK (Director, President
and Chief Executive
Officer) SECTION I
T. C. A. WADESON (Director) SECTION I
Name: J. Ogilvie Thompson (Director and
Chairman)
Citizenship: South African
Business Address: 44 Main Street, Johannesburg, 2001,
Republic of South Africa
Principal Occupation: Chairman, Minorco, De Beers
Consolidated Mines Limited
("De Beers"), De Beers Centenary AG
("Centenary"), Executive Director
and Chairman, Anglo American
Corporation of South Africa Limited
("AAC") and Director Anglo American
Gold Investment Company Limited
("Amgold").
Name: J. R. de Aragao Bozano (Director)
Citizenship: Brazilian
Business Address: Banco Bozano Simonsen S. A., 138
Avenida Rio Branco, Rio de Janeiro,
Brazil
Principal Occupation: Chairman of the Board, Banco Bozano
Simonsen de Investimento S. A.
(Merchant bank) and Chairman of the
Board, Cia. Bozano Simonsen
Comercio e Industria S. A.
(Commercial bank)
Name: P. C. D. Burnell (Director)
Citizenship: British
Business Address: 40 Holborn Viaduct
London, England EC1P 1AJ
Principal Occupation: Executive Director, Minorco
PAGE
<PAGE>
Name: C. A. Crocker (Director)
Citizenship: United States of America
Business Address: The Crocker Group
Georgetown University
School of Foreign Service
Intercultural Centre
Room 813
Washington D.C. 20057
Principal Occupation: Research Professor of Diplomacy
Name: Viscount Etienne Davignon
(Director)
Citizenship: Belgian
Business Address: 30 Rue Royale
B-1000 Brussels, Belgium
Principal Occupation: Chairman, Societe Generale de
Belgique (Bank)
Name: E. P. Gush (Director)
Citizenship: South African
Business Address: 44 Main Street, Johannesburg, 2001
Republic of South Africa
Principal Occupation: Executive Director and Deputy
Chairman, AAC, Director Amgold, De
Beers and Centenary
Name: M. W. King (Director)
Citizenship: South African
Business Address: 44 Main Street, Johannesburg, 2001,
Republic of South Africa
Principal Occupation: Executive Director and Finance
Division Head, AAC and Director,
Amgold
Name: W. R. Loomis, Jr. (Director)
Citizenship: United States of America
Business Address: One Rockefeller Plaza
New York, New York 10124, U.S.A.
Principal Occupation: General Partner, Lazard Freres &
Co. (Investment banking firm)
Name: N. F. Oppenheimer (Director)
Citizenship: South African
Business Address: 44 Main Street, Johannesburg, 2001,
Republic of South Africa
Principal Occupation: Director and Deputy Chairman, De
Beers, Centenary, Deputy Chairman
and Executive Director, AAC and
Director, Amgold
PAGE
<PAGE>
Name: G. W. H. Relly (Director)
Citizenship: South African
Business Address: 44 Main Street, Johannesburg, 2001,
Republic of South Africa
Principal Occupation: Executive Director, AAC; De Beers;
Centenary
Name: C. E. Ritchie (Director)
Citizenship: Canadian
Business Address: 44 King Street West
Toronto, Ontario M5H 1E2
Principal Occupation: Chairman of the Board and Chairman
of the Executive Committee, Bank of
Nova Scotia (Commercial bank)
Name: H-J. Schreiber (Director)
Citizenship: German
Business Address: Bestor Investors Ltd.
10, Collyer Quay
11-01, Ocean Bldg.
Singapore 0104
Principal Occupation: Chairman, Bestor Investors Pte.
Ltd. (Consulting firm)
Name: P. S. Wilmot-Sitwell (Director)
Citizenship: British
Business Address: 40 Holborn Viaduct
London, England EC1P 1AJ
Principal Occupation: Vice Chairman, S.G. Warburg Group
PLC
Name: G. S. Young (Executive Director)
Citizenship: South African
Business Address: Praca da Republica, 497-80 andar,
01045 - Sao Paulo - SP, Brasil
Principal Occupation: Chairman and Chief Executive
Officer, Anglo American Corporation
of South America S. A. (AMSA)
(Mining finance)
Name: N. Jordan (Secretary)
Citizenship: British
Business Address: 9 rue Sainte Zithe
L-2763 Luxembourg City, Luxembourg
Principal Occupation: Secretary, Minorco
Name: A. B. Adams (Vice President)
Citizenship: British
Business Address: 9 rue Sainte Zithe
L-2763 Luxembourg City, Luxembourg
Principal Occupation: Vice President, Financial Planning,
Minorco
PAGE
<PAGE>
Name: A. R. Attwood (Treasurer)
Citizenship: British
Business Address: 9 rue Sainte Zithe
L-2763 Luxembourg City, Luxembourg
Principal Occupation: Treasurer, Minorco
Name: D. A. Turner (Controller)
Citizenship: British
Business Address: 9 rue Sainte Zithe
L-2763 Luxembourg City, Luxembourg
Principal Occupation: Controller, Minorco
Name: M. J. Gordon (Vice President,
Corporate Finance)
Citizenship: British
Business Address: 40 Holborn Viaduct
London, England EC1P 1AJ
Principal Occupation: Vice President, Corporate Finance,
Minorco
PAGE
<PAGE>
III. The following table sets forth certain information
concerning each of the Executive Directors, Directors, Alternate
Directors and other Officers of Taurus Investments S.A.
("Taurus").
The following list sets forth the names of certain
Executive Directors, Directors, Alternate Directors and Officers
of Taurus and the sections of this Annex "A" in which other
information concerning them is set out, to which sections
reference is hereby made:
D. E. Fisher (Director) SECTION I
A. B. Adams (Director) SECTION II
D. A. Turner (Director) SECTION II
N. Jordan (Director and
Secretary) SECTION II
PAGE
<PAGE>
IV. The following table sets forth certain information
concerning each of the Executive Directors, Directors, Alternate
Directors and other Officers of Anglo American Corporation of
South Africa Limited ("AAC").
The following list sets forth the names of certain
Executive Directors, Directors, Alternate Directors and Officers
of AAC and the sections of this Annex "A" in which other
information concerning them is set out, to which sections
reference is hereby made:
P. C. D. BURNELL (Director) SECTION II
E. P. GUSH (Executive Director
and Deputy Chairman) SECTION II
M. W. KING (Executive Director) SECTION II
A. W. LEA (Director) SECTION I
N. F. OPPENHEIMER (Deputy Chairman and
Executive Director) SECTION II
G. W. H. RELLY (Executive Director) SECTION II
H. R. SLACK (Director) SECTION I
J. OGILVIE THOMPSON (Chairman and Executive
Director) SECTION II
T. C. A. WADESON (Group Technical SECTION I
Director)
G. S. YOUNG (Executive Director) SECTION II
Name: P. M. Baum (Alternate Director)
Citizenship: South African
Business Address: 44 Main Street, Johannesburg, 2001,
Republic of South Africa
Principal Occupation Alternate Director and Secretary to
Executive Committee, AAC
Name: W. G. Boustred (Executive Director
and Deputy Chairman)
Citizenship: South African
Business Address: 44 Main Street, Johannesburg, 2001,
Republic of South Africa
Principal Occupation: Executive Director and Deputy
Chairman, AAC, Director and
Chairman, Anglo American Industrial
Corporation Limited (Industrial
holding company) ("Amic") and
Director Anglo American Coal
Corporation Limited (Coal mining,
treatment and marketing company)
("Amcoal")
PAGE
<PAGE>
Name: L. Boyd (Executive Director)
Citizenship: South African
Business Address: 44 Main Street, Johannesburg, 2001,
Republic of South Africa
Principal Occupation: Executive Director and Deputy
Chairman, AAC and Director and
Chairman, Amic
Name: H. M. Brown (Alternate Director)
Citizenship: South African
Business Address: 44 Main Street, Johannesburg, 2001,
Republic of South Africa
Principal Occupation: Alternate Director and Consulting
Engineer, AAC
Name: B. E. Bullett (Manager and
Alternate Director)
Citizenship: British
Business Address: 44 Main Street, Johannesburg, 2001,
Republic of South Africa
Principal Occupation: Manager and Alternate Director, AAC
Name: A. H. Calver (Alternate Director
and Deputy Technical Director)
Citizenship: British
Business Address: 44 Main Street, Johannesburg, 2001,
Republic of South Africa
Principal Occupation: Deputy Technical Director,
Engineering
Name: J. W. Campbell (Alternate Director)
Citizenship: British
Business Address: 44 Main Street, Johannesburg, 2001,
Republic of South Africa
Principal Occupation: Managing Director, De Beers
Industrial Diamond Division (Pty)
Limited (Diamond trading company)
Name: G. A. Chalmers (Group Accountant)
Citizenship: South African
Business Address: 44 Main Street, Johannesburg, 2001,
Republic of South Africa
Principal Occupation: Group Accountant, AAC
Name: T. N. Chapman (Director)
Citizenship: South African
Business Address: Great Westerford, Rondebosch, 7700,
Republic of South Africa
Principal Occupation: Director, Chief Executive and
Chairman of The Southern Life
Association Limited (Life insurance
company)
PAGE
<PAGE>
Name: R. M. Crawford (Alternate Director
and Manager)
Citizenship: South African
Business Address: 44 Main Street, Johannesburg, 2001,
Republic of South Africa
Principal Occupation: Alternate Director and Manager,
Diamond Services Division, AAC and
Director of De Beers Consolidated
Mines Limited ("De Beers") and De
Beers Centenary AG ("Centenary")
Name: A. D. Deuchar (Executive Director
and Deputy Technical Director -
Metallurgy)
Citizenship: Australian
Business Address: 44 Main Street, Johannesburg, 2001,
Republic of South Africa
Principal Occupation: Executive Director and Deputy
Technical Director - Metallurgy,
AAC
Name: J. F. Drysdale (Alternate Director
and Manager)
Citizenship: British
Business Address: 44 Main Street, Johannesburg, 2001,
Republic of South Africa
Principal Occupation: Alternate Director and Manager
Manpower Resources Division, AAC
Name: D. M. L. Farry (Assistant
Secretary)
Citizenship: South African
Business Address: 44 Main Street, Johannesburg, 2001,
Republic of South African
Principal Occupation: Assistant Secretary, AAC
Name: R. M. Godsell (Executive Director,
Industrial Relations and Public
Affairs)
Citizenship: South African
Business Address: 44 Main Street, Johannesburg, 2001,
Republic of South Africa
Principal Occupation: Executive Director, AAC and
Director, Anglo American Gold
Investment Company Limited
("Amgold") Amgold
Name: R. A. A. Gower (Alternate Director)
Citizenship: South African
Business Address: CDM Centre, 10 Bulow Street
Windhoek, 9000 Namibia
Principal Occupation: Alternate Director, AAC
PAGE
<PAGE>
Name: R. A. Hambro (Alternate Director)
Citizenship: British
Business Address: J O Hambro & Company, Ltd.
30 Queen Anne's Gate
London SW1H 9AL, England
Principal Occupation: Investment Bankers Director, J O
Hambro & Company, Limited
(Investment banking firm)
Name: R. N. Hambro (Director)
Citizenship: British
Business Address: J O Hambro & Company, Ltd.
30 Queen Anne's Gate
London SW1H 9AL, England
Principal Occupation: Investment Bankers Director, J O
Hambro & Company, Limited
(Investment banking firm)
Name: J. B. Hawthorne (Alternate Director
and Deputy Technical Director,
Geology)
Citizenship: South African
Business Address: 44 Main Street, Johannesburg, 2001,
Republic of South Africa
Principal Occupation: Deputy Technical Director -
Geology, AAC
Name: M. J. Henrey (Alternate Director)
Citizenship: South African
Business Address: 44 Main Street, Johannesburg, 2001,
Republic of South Africa
Principal Occupation: Secretary and Director of E.
Oppenheimer and Son (Pty) Limited
(Investment holding firm)
Name: G. M. Holford (Alternate Director)
Citizenship: South African
Business Address: 44 Main Street, Johannesburg, 2001,
Republic of South Africa
Principal Occupation: Finance Manager, Financial
Management and Consulting Services,
AAC
Name: J. A. Holmes (Executive Director)
Citizenship: British
Business Address: 44 Main Street, Johannesburg, 2001,
Republic of South Africa
Principal Occupation: Executive Director, AAC
PAGE
<PAGE>
Name: K. M. Hosking (Alternate Director)
Citizenship: South African
Business Address: 44 Main Street, Johannesburg, 2001,
Republic of South Africa
Principal Occupation: Managing Director, Anglo American
Farms Limited (Farming company) and
Director, Amgold
Name: N. J. Keys (Alternate Director)
Citizenship: Australian
Business Address: 44 Main Street, Johannesburg, 2001,
Republic of South Africa
Principal Occupation: Projects Director, New Mining
Business Division, AAC
Name: R. P. Lander (Executive Director)
Citizenship: Zimbabwean
Business Address: 70 Samora Machel Avenue
Harare C.4, Zimbabwe
Principal Occupation: Chief Executive, Anglo American
Corporation Service Limited
(Finance, investment and
administration company)
Name: G. G. L. Leissner (Alternate
Director)
Citizenship: South African
Business Address: First Floor, 11 Diagonal Street,
Johannesburg, 2001
Republic of South Africa
Principal Occupation: Managing Director, Anglo American
Property Services (Proprietary)
Limited (Property development and
administration company); Chairman
of Anglo American Properties
Limited (Property investment
company)
Name: C. L. Maltby (Secretary)
Citizenship: South African
Business Address: 44 Main Street, Johannesburg, 2001,
Republic of South Africa
Principal Occupation: Secretary, AAC
Name: N. Mayer (Alternate Director)
Citizenship: South African
Business Address: 44 Main Street, Johannesburg, 2001
Republic of South Africa
Principal Occupation: Managing Director, Gold and Uranium
Division, AAc
PAGE
<PAGE>
Name: A. B. McKerron (Executive Director)
Citizenship: South African
Business Address: 44 Main Street, Johannesburg, 2001,
Republic of South Africa
Principal Occupation: Chairman, New Mining Business
Division, AAC
Name: D. M. J. Ncube (Alternate Director)
Citizenship: South African
Business Address: 44 Main Street, Johannesburg, 2001,
Republic of South Africa
Principal Occupation: Alternate Director and Group
Industrial Relations Consultant,
AAC
Name: M. C. O'Dowd (Executive Director)
Citizenship: South African
Business Address: 44 Main Street, Johannesburg, 2001,
Republic of South Africa
Principal Occupation: Executive Director, AAC and
Chairman of the Chairman's Fund,
(Community development and
education organization)
Name: A. E. Oppenheimer (Director)
Citizenship: British
Business Address: 17 Charterhouse Street
London EC1N 6RA, England
Principal Occupation: Director and Deputy Chairman, The
Diamond Trading Company (Pty)
Limited (Diamond trading company),
Director, De Beers and Centenary
Name: G. M. Ralfe (Director)
Citizenship: South African
Business Address: 17 Charterhouse Street
London EC1N 6RA, England
Principal Occupation: Director, The Diamond Trading Co.
(Pty) Limited (Diamond trading
company); Director, De Beers
Centenary
Name: M. A. Ramphele (Director)
Citizenship: South African
Business Address: University of Cape Town
Rondebosch, 7700
Republic of South Africa
Principal Occupation: Deputy Vice-Chancellor, University
of Cape Town (Academic)
PAGE
<PAGE>
Name: D. Rankin (Executive Director)
Citizenship: South African
Business Address: 44 Main Street, Johannesburg, 2001,
Republic of South Africa
Principal Occupation: Chairman, Amcoal
Name: P. F. Retief (Director)
Citizenship: South African
Business Address: Consolidated Building, Cor. Fox and
Harrison Streets, Johannesburg,
2001, Republic of South Africa
Principal Occupation: Chairman and Director, Johannesburg
Consolidated Investment Company
Limited (Investment company) and
Chairman and Director Rustenburg
Platinum Holdings Limited (Platinum
mining)
Name: R. S. Robertson (Alternate
Director)
Citizenship: British
Business Address: 19 Charterhouse Street
London, England EC1N 6QP
Principal Occupation: Finance Manager, London Office AAC
Name: C. J. Saunders (Director)
Citizenship: South African
Business Address: The Tongaat-Hulett Group Ltd., Main
Avenue, Maidstone, 4380,
Republic of South Africa
Principal Occupation: Executive Chairman, The Tongaat-
Hulett Group Limited (Industrial
processing company), Director,
Standard Bank Investment
Corporation Limited (Bank holding
company), Director, Amic
Name: J. H. Steyn (Director)
Citizenship: South African
Business Address: 14 Keerom Street, Cape Town, 8001,
Republic of South Africa
Principal Occupation: Director, Barlow Limited
(Industrial holding company);
Director, First National Bank
Holdings Limited (Bank holding
company)
PAGE
<PAGE>
Name: C. L. Sunter (Executive Director)
Citizenship: British
Business Address: 44 Main Street, Johannesburg, 2001,
Republic of South Africa
Principal Occupation: Chairman and Chief Executive, Gold
and Uranium Division, AAC and
Director, Amgold
Name: D. L. Titlestad (Alternate
Director)
Citizenship: South African
Business Address: 44 Main Street, Johannesburg, 2001,
Republic of South Africa
Principal Occupation: Manager, Legal services, AAC
Name: A. J. Trahar (Executive Director)
Citizenship: South African
Business Address: 44 Main Street, Johannesburg, 2001,
Republic of South Africa
Principal Occupation: Director and Deputy Chairman, Amic;
Executive Chairman, Mondi Paper
Company Limited (Paper
manufacturer)
Name: K. J. Trueman (Alternate Director)
Citizenship: British
Business Address: 44 Main Street, Johannesburg, 2001
Republic of South Africa
Principal Occupation: Managing Director, Coal Division,
AAC and Managing Director, Amcoal
Name: D. J. van Jaarsveld (Alternate
Director)
Citizenship: South African
Business Address: 44 Main Street, Johannesburg, 2001,
Republic of South Africa
Principal Occupation: Consulting Engineer, Diamond
Services Division, AAC
Name: K. H. Williams (Alternate Director)
Citizenship: South African
Business Address: 44 Main Street, Johannesburg, 2001,
Republic of South Africa
Principal Occupation: Director-Marketing, Gold and
Uranium Division, AAC and Director,
Amgold
PAGE
<PAGE>
Name: C. W. P. Yates (Alternate Director)
Citizenship: British
Business Address: 44 Main Street, Johannesburg, 2001,
Republic of South Africa
Principal Occupation: Alternate Director and Finance
Manager, Corporate and
International Finance Department,
AAC
PAGE
<PAGE>
V. The following table sets forth certain information
concerning each of the Directors and other Officers of Anglo
American Gold Investment Company Limited ("Amgold").
The following list sets forth the names of the Chairman
and certain Directors of Amgold and the sections of this Annex
"A" in which other information concerning them is set out, to
which sections reference is hereby made:
N. F. OPPENHEIMER (Chairman) SECTION II
R. M. GODSELL (Director) SECTION IV
E. P. GUSH (Director) SECTION II
L. HEWITT (Director) SECTION IV
K. M. HOSKING (Director) SECTION IV
M. W. KING (Director) SECTION II
C. L. SUNTER (Director) SECTION IV
J. OGILVIE THOMPSON (Director) SECTION II
K. H. WILLIAMS (Director) SECTION IV
Name: J. M. P. Desmidt (Director)
Citizenship: South African
Business Address UAL Merchant Bank Ltd., 100 Main
Street, Johannesburg 2001, Republic
of South Africa
Principal Occupation: Director of Companies, Amgold;
Director UAL Merchant Bank Ltd.
(Merchant bank)
Name: A. B. Dickman (Director)
Citizenship: South African
Business Address 4, Lystanwold Road, Saxonwold,
Johannesburg 2196, Republic of
South Africa
Principal Occupation: Consultant in private practice
PAGE
<PAGE>
VI. The following table sets forth certain information
concerning each of the Directors and other Officers of De Beers
Centenary AG ("Centenary").
The following list sets forth the names of the Chairman and
certain Directors of Centenary and the sections of this Annex "A"
in which other information concerning them is set out, to which
sections reference is hereby made:
J. OGILVIE THOMPSON (Director and SECTION II
Chairman
N. F. OPPENHEIMER (Director and Deputy
Chairman SECTION II
R. M. CRAWFORD (Director) SECTION IV
E. P. GUSH (Director) SECTION II
A. E. OPPENHEIMER (Director and
President) SECTION IV
G. W. H. RELLY (Director) SECTION II
G. M. RALFE (Director) SECTION IV
Name: J. A. Barbour (Director)
Citizenship: British
Business Address: 17 Charterhouse Street
London EC1N 6RA, England
Principal Occupation: Director, De Beers Consolidated
Mines Limited ("De Beers") and
Director, Centenary
Name: G. F. H. Burne (Director)
Citizenship: British
Business Address: 17 Charterhouse Street
London, England EC1N 6RA
Principal Occupation: Member of the Executive Committee,
The Central Selling Organization
Name: T. W. H. Capon (Director)
Citizenship: British
Business Address: 17 Charterhouse Street
London EC1N 6RA, England
Principal Occupation: Member of the Executive Committee,
The Central Selling Organization
Name: G. C. Fletcher (Director)
Citizenship: South African
Business Address: 44 Main Street, Johannesburg, 2001,
Republic of South Africa
Principal Occupation: Director De Beers and Centenary
PAGE
<PAGE>
Name: J. C. L. Keswick (Director)
Citizenship: British
Business Address: 41 Tower Hill
London, England EC3N 4HA
Principal Occupation: Chairman of Hambro Bank Ltd.
Name: L. A. Lincoln (Director)
Citizenship: South African
Business Address: 44 Main Street, Johannesburg, 2001,
Republic of South Africa
Principal Occupation: Director, De Beers and Centenary
Name: B. Marole (Director)
Citizenship: Motswana
Business Address: Private Bag 0018, Gaborone,
Botswana
Principal Occupation: Permanent Secretary, Ministry of
Mineral Resources and Water
Affairs, Botswana
Name: H. F. Oppenheimer (Director)
Citizenship: South African
Business Address: 44 Main Street, Johannesburg 2001,
Republic of South Africa
Principal Occupation: Director of Companies
Name: P. J. Oppenheimer (Director)
Citizenship: British
Business Address: 17 Charterhouse Street
London EC1N 6RA, England
Principal Occupation: Executive Chairman, The Diamond
Trading Co. (Pty) Ltd.
Name: J. P. Pudney (Director)
Citizenship: British
Business Address: 17 Charterhouse Street, London,
England EC1N 6RA
Principal Occupation: Member of Executive Committee, The
Central Selling Organization
Name: G. J. Stoneham (Director)
Citizenship: Motswana
Business Address: Private Bag 008, Gaborone,
Botswana,
Principal Occupation: Acting Permanent Secretary,
Ministry of Finance and Development
Planning (Public Service) Botswana
PAGE
<PAGE>
VII. The following table sets forth certain information
concerning each of the Directors and other Officers of De Beers
Consolidated Mines Limited ("De Beers").
The following list sets forth the names of the Chairman
and certain Directors of De Beers and the sections of this Annex
which sections reference is hereby made:
J. OGILVIE THOMPSON (Director and Chairman) SECTION II
N. F. OPPENHEIMER (Director and Deputy SECTION II
Chairman)
J. A. BARBOUR (Director) SECTION VI
G. F. H. BURNE (Director) SECTION VI
T. W. H. CAPON (Director) SECTION VI
R. M. CRAWFORD (Director) SECTION IV
E. P. GUSH (Director) SECTION II
G. C. FLETCHER (Director) SECTION VI
J. C. L. KESWICK (Director) SECTION VI
L. A. LINCOLN (Director) SECTION VI
B. MAROLE (Director) SECTION VI
A. E. OPPENHEIMER (Director) SECTION IV
H. F. OPPENHEIMER (Director) SECTION VI
P. J. OPPENHEIMER (Director) SECTION VI
J. P. PUDNEY (Director) SECTION VI
G. M. RALFE (Director) SECTION IV
G. W. H. RELLY (Director) SECTION II
G. J. STONEHAM (Director) SECTION VI
<PAGE>
Exhibit E
October 12, 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 5,400,000 Common Shares at a purchase price equal
to the price to the public less any underwriting discount, on the
closing date of the Offering 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.
<PAGE>
S.G. Warburg & Co. Inc.
October 12, 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
Name: Ben L. Keisler
Title: Vice President, General Counsel
and Secretary
Confirmed and agreed to as
of the date first above written
S.G. WARBURG & CO. INC.
By: s/s
Name:
Title:
Exhibit F
October 13, 1994
S.G. WARBURG & CO. INC.
As Representative of the
several Underwriters
787 Seventh Avenue
New York, NY 10014
Dear Sirs:
The undersigned understands that S.G. Warburg & Co. Inc. as
the representative (the "Representative") of the several
underwriters (the "Underwriters"), proposes to enter into an
Underwriting Agreement with Terra Industries Inc. (the
"Company"), providing for the public offering by the
Underwriters, including the Representative, of the Common Shares
(the "Common Shares") of the Company (the "Public Offering").
In consideration of the Underwriters' agreement to purchase
and undertake the Public Offering of the Company's Common
Shares, and for other good and valuable consideration the receipt
of which is hereby acknowledged, the undersigned agrees that,
without the prior written consent of the Representative,
the undersigned will not offer, sell, contract to sell, any of
the Company's Common Shares or any securities convertible into or
exercisable or exchangeable for such Common Shares for a period
of 90 days after the date of the Prospectus to be used in
connection with the Public Offering. Notwithstanding the
foregoing, during such period, Taurus Investments SA may transfer
Common Shares to its affiliates.
The undersigned understands that the Company, the
Underwriters and the Representative will proceed with the Public
Offering in reliance upon this Lock-Up Agreement.
The undersigned hereby represents and warrants that the
undersigned has full power and authority to enter into this
letter agreement, and that, upon the reasonable request of the
Representative the undersigned will execute any additional
documents necessary in connection with the enforcement
hereof. All authority herein conferred or agreed to be
conferred shall survive the death or incapacity of the
<PAGE>
S.G. WARBURG & CO. INC.
As Representative of the
several Underwriters
October 13, 1994
Page 2
undersigned and any obligations of the undersigned shall be
binding upon the heirs, personal representatives, successors, and
assigns of the undersigned.
Very truly yours,
TAURUS INVESTMENTS SA
s/David E. Fisher
Name: David E. Fisher
Title: Director
Total number of shares owned or
subject to warrants, options
or convertible securities:
5,400,000
<PAGE>
Exhibit G
October 13, 1994
S.G. WARBURG & CO. INC.
As Representative of the
several Underwriters
787 Seventh Avenue
New York, NY 10014
Dear Sirs:
The undersigned understands that S.G. Warburg & Co. Inc. as
the representative (the "Representative") of the several
underwriters (the "Underwriters"), proposes to enter into an
Underwriting Agreement with Terra Industries Inc. (the
"Company"), providing for the public offering by the
Underwriters, including the Representative, of the Common Shares
(the "Common Shares") of the Company (the "Public Offering").
In consideration of the Underwriters' agreement to purchase
and undertake the Public Offering of the Company's Common
Shares, and for other good and valuable consideration the receipt
of which is hereby acknowledged, the undersigned agrees that,
without the prior written consent of the Representative, the
undersigned will not offer, sell, contract to sell, any of the
Company's Common Shares or any securities convertible into or
exercisable or exchangeable for such Common Shares for a period
of 90 days after the date of the Prospectus to be used in
connection with the Public Offering. Notwithstanding the
foregoing, during such period, Minorco (U.S.A.) Inc. may transfer
Common Shares to its affiliates.
The undersigned understands that the Company, the
Underwriters and the Representative will proceed with the Public
Offering in reliance upon this Lock-Up Agreement.
The undersigned hereby represents and warrants that the
undersigned has full power and authority to enter into this
letter agreement, and that, upon the reasonable request of the
Representative the undersigned will execute any additional
documents necessary in connection with the enforcement hereof.
All authority herein conferred or agreed to be conferred shall
survive the death or incapacity of the undersigned and any
obligations of the undersigned shall be binding upon the
<PAGE>
S.G. WARBURG & CO. INC.
As Representative of the
several Underwriters
October 13, 1994
Page 2
heirs, personal representatives, successors, and assigns of the
undersigned.
Very truly yours,
MINORCO (U.S.A.) INC.
s/Ben L. Keisler
Name: Ben L. Keisler
Title: Vice President, General Counsel
and Secretary
Total number of shares owned or
subject to warrants, options
or convertible securities:
37,160,725
<PAGE>
Exhibit H
October 12, 1994
S.G. WARBURG & CO. INC.
As Representative of the
several Underwriters
787 Seventh Avenue
New York, NY 10014
Dear Sirs:
You and we are parties to a letter agreement, dated October
12, 1994, under which we have agreed to purchase from and you
have agreed to sell to us 5,400,000 common shares of Terra
Industries Inc., a Maryland corporation. Please be advised that
we have assigned to Taurus Investments SA, a company organized
under the laws of Luxembourg and a wholly owned subsidiary of
Minorco, our rights and obligations to purchase such shares under
the letter agreement.
Very truly yours,
MINORCO (U.S.A.) INC.
s/Ben L. Keisler
Ben L. Keisler
Vice President, General Counsel and Secretary
