SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Amendment No. 10
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)
August 8, 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>
CUSPID 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 of 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
<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
(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
<PAGE>
TERRA INDUSTRIES INC.
Schedule 13D
Amendment No. 10
This restated Schedule 13D, as amended, is filed in its
entirety pursuant to Rule 101, Paragraph A(2)(ii). The purpose
of this Amendment No. 10 is to reflect the agreement of Minorco
(U.S.A.) Inc. ("Minorco USA") to acquire additional common shares
of Terra Industries Inc. ("Terra"), at the option of Terra, as
further described in Item 4.
Item 1. Security and Issuer
This Amendment No. 10 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, formerly Inspiration
Resources Corporation, a Maryland corporation, Terra Centre,
600 Fourth Street, Sioux City, Iowa 51101.
Item 2. Identity and Background
This statement is being filed on behalf of Minorco, a
company incorporated under the laws of Luxembourg ("Minorco") and
Minorco USA, a Colorado corporation and a subsidiary of
Minorco, with respect to the Common Shares, no par value, of Terra
which are beneficially owned by Minorco and Minorco USA. Minorco's
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.
Minorco is an international natural resources company
principally involved in mining and the processing of gold,
base metals, industrial materials, pulp, paper, packaging and in
agribusiness.
Prior to a reorganization which became effective on November
27, 1987, Minerals and Resources Corporation Limited, a company
organized under the laws of Bermuda ("Minorco Bermuda"), was the
<PAGE>
filing person in respect of the Common Shares of Terra which are
the subject of this statement. Minorco was a subsidiary of
Minorco Bermuda and the corporation owning such shares of record
was in turn a wholly-owned indirect subsidiary of Minorco. By
virtue of the reorganization, the former shareholders of Minorco
Bermuda became the shareholders of Minorco, Minorco Bermuda
became a wholly-owned subsidiary of Minorco with nominal
capitalization, and Minorco became the beneficial owner of the
Common Shares of Terra in respect of which this statement is
filed. As a result of the reorganization, Minorco Bermuda no
longer has any beneficial interest in the Common Shares of Terra.
On July 22, 1988 Minorco Bermuda was liquidated.
In connection with a reorganization of the manner in which
Minorco's North American investments are held, in February of
1990, Minorco USA was formed as a subsidiary of Minorco to hold
and administer such investments. Pursuant to such reorganization
and as part of the initial capitalization of Minorco USA, on June
29, 1990, Minorco USA acquired, among other assets, all of the
Common Stock and Class A Common Stock of Terra beneficially owned
by Minorco, consisting of 19,262,433 shares of the Common Stock
of Terra and 17,898,292 shares of the Class A Common Stock of
Terra.
The capital stock of Minorco is owned, in part, as follows:
approximately 43%, directly or through subsidiaries, by Anglo
American Corporation of South Africa Limited ("AAC"), a
publicly-held mining and finance company, and approximately 23%,
directly or through subsidiaries, by De Beers Centenary AG
("Centenary"), a publicly-held Swiss diamond mining and
investment company and approximately 3% by Anglo American Gold
Investment Company Limited ("Amgold"), a publicly-held mining
investment company. Approximately 50% of the capital stock of
Amgold is owned, directly or through subsidiaries, by AAC.
Approximately 39% of the capital stock of AAC is owned,
directly or through subsidiaries, by De Beers Consolidated Mines
Limited ("De Beers"), a publicly-held diamond mining and
investment company. The principal offices of De Beers are at 36
Stockdale Street, Kimberley, Cape Province, South Africa.
Approximately 33% of the capital stock of De Beers is owned,
directly or through subsidiaries, by AAC, and approximately 29%
<PAGE>
of the capital stock of Centenary is beneficially owned, directly
or through subsidiaries, by AAC.
Prior to May 25, 1990, De Beers owned, directly or through
subsidiaries, an approximate interest of 21% of Minorco's capital
stock now owned by Centenary. On May 25, 1990, at a general
meeting of the holders of De Beers capital stock, the
shareholders of De Beers approved a proposal effective May 25, 1990
to rearrange the affairs of De Beers so that its foreign businesses
(including its interest in Minorco) are now held through Centenary,
while its South African businesses continue to be held through
De Beers. Under this rearrangement, the equity shareholders of
De Beers on June 8, 1990 were issued securities in both De Beers
and Centenary, these securities have been stapled and are tradeable
as one unit. As far as possible, De Beers and Centenary have
been and will be administered by identical boards of directors
and executive officers. De Beers owns approximately 9% of
Centenary.
Mr. Nicholas F. Oppenheimer, deputy chairman and a director
of AAC, Centenary and De Beers, and Chairman and a director of
Amgold and a director of Minorco, and Mr. Henry R. Slack, Chief
Executive, President and a director of Minorco, and a director of
Minorco USA and AAC, have indirect partial interests in
approximately 8% of the outstanding shares of AAC,
approximately 7% of the outstanding shares of Minorco and less
than one percent of the outstanding shares of Amgold.
The names of the directors and executive officers of Minorco
USA, Minorco, AAC, De Beers, Centenary and Amgold are set forth
in Annex A.
The principal offices of AAC are at 44 Main Street,
Johannesburg, South Africa and those of Centenary are at 27
Langensandstrasse, CH. 6000, Lucerne 14, Switzerland.
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, AAC, De
Beers, Centenary and Amgold are set forth in Annex A.
<PAGE>
During the last five years, neither (1) any of Minorco USA,
Minorco, AAC, De Beers, Centenary, Amgold nor (2) to the best
knowledge of Minorco USA or Minorco, any of the directors or
executive officers of Minorco USA, Minorco, AAC, De Beers,
Centenary or Amgold has been convicted in a criminal proceeding
(excluding traffic violations or similar misdemeanors).
During the last five years, neither (1) any of Minorco USA,
Minorco, AAC, De Beers, Centenary, Amgold (2) to the best
knowledge of Minorco USA or Minorco, any of the directors or
executive officers of Minorco USA, Minorco, 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
Of the 37,160,725 Terra Common Shares held by Minorco,
3,927,435 were acquired pursuant to a Canadian Arrangement that
took place in 1983 in exchange for 4,487,540 Common Shares of
Hudson Bay Mining and Smelting Co., Limited ("HBMS") held by
Minorco prior to the Arrangement. 975,169 Terra Common Shares
held by Minorco, together with the 4,644,442 Terra Class A Shares
were received in a reclassification of the share capital of
Terra, which took place on July 1, 1983, prior to the Canadian
Arrangement.
Pursuant to a purchase agreement dated July 20, 1983,
Minorco acquired 4,297,648 Terra Common Shares, 3,906,480
Terra Class A Shares and 4,102,064 warrants for an aggregate
purchase price of $111,494,100. Each of the 4,102,064 warrants
to be purchased by Minorco pursuant to the purchase agreement
will entitle the holder to acquire, at the holder's option,
either one Terra Common Share or one Terra Class A Share for
$16.63. The warrants expired on August 9, 1986, unexercised.
<PAGE>
Pursuant to a rights offering made to all of Terra's
shareholders in December 1984, Terra offered all holders of
outstanding Terra shares the right to subscribe for two
additional shares, at $5.19 per share, for every three shares
held. Subscriptions for a total of 19,991,223 shares for
an aggregate consideration of $103,754,477 were received,
including subscriptions from Minorco for 9,873,176 Terra Common
Shares and 9,176,352 Class A Shares for an aggregate consideration
of $98,867,050. Minorco's equity and voting interests in Terra
after the exchange offer remained approximately the same.
On May 18, 1988, Minorco purchased 5,000 Terra Common Shares
on the open market at a price of $6.50 per share.
On June 29, 1990, Minorco USA, as part of its initial
capitalization, acquired, among other assets, all of the Common
Stock and Class A Shares of Terra beneficially owned by Minorco,
consisting of 19,262,433 shares of the Common Stock of Terra and
17,898,292 shares of the Class A Shares of Terra. Minorco USA
has acquired all of the Terra Common Shares and the Terra
Class A Shares beneficially owned by Minorco as part of its
initial capitalization.
On August 1, 1991, Minorco USA converted all 17,898,292 of
its shares of the Class A Common Stock of Terra into 17,898,292
Terra Common Shares.
Item 4. Purpose of Transaction
Minorco USA (and Minorco indirectly) is the majority
shareholder of Terra and may be deemed to control Terra. Five of
the ten directors of Terra are also officers or directors of
Minorco USA, Minorco or AAC. Minorco USA and Minorco view
their holdings in Terra as an investment.
<PAGE>
On June 14, 1991, Minorco and Kirkdale Investments
Limited ("Kirkdale"), a wholly owned subsidiary of Minorco,
entered into a Stock Purchase Agreement (the "Purchase
Agreement") with Terra and Hudson Holdings Corporation ("HHC"), a
wholly owned subsidiary of Terra for the purchase of Hudson Bay
Mining and Smelting Co., Limited ("HBMS") and the Option
described below at an aggregate purchase price of Canadian $100
million (the "Purchase Price"). The Purchase Agreement provided
that the acquisition of HBMS will be effected through the
purchase by Kirkdale of all of the common shares and preference
shares (the "152640 Shares") of 152640 Canada Inc. ("152640"), an
indirect wholly owned subsidiary of Terra which, at the closing
of the transactions contemplated by the Purchase Agreement (the
"Closing"), would own all of the common shares of HBMS and all
Special Exchangeable Non-Voting Shares of HBMS owned by Terra and
its subsidiaries.
Simultaneously with the execution of the Purchase Agreement,
Minorco and Kirkdale entered into a Stock Option Agreement (the
"Option Agreement") with Terra under which Terra granted to
Kirkdale an option (the "Option") to acquire all of the common
shares in Minorco (U.S.A.) Marketing Corporation ("MUMC"), a
wholly owned subsidiary of Terra, at a purchase price of Canadian
$1. MUMC owns all of the common shares of Minorco (U.S.A.)
Trading Corporation ("MUTC") which, in turn, holds a 75% general
partnership interest (the "HP Partnership Interest") in
Hochschild Partners ("HP"), a general partnership between MUTC
and Hochschild & Co., Inc. Under the terms of the Option
Agreement, the Option was exercisable only upon the occurrence of
the Closing.
The Purchase Agreement provided that Terra could, for a
period expiring on July 31, 1991, solicit alternative offers from
third parties to acquire HBMS and permit interested parties to
conduct due diligence with respect to HBMS and its operations.
If, prior to the expiration of this period, Terra received a firm
proposal by a qualified third party (a) to acquire the 152640
Shares and the Option at an aggregate cash purchase price which
exceeds the Purchase Price by at least Canadian $5 million (or to
acquire other securities which would result in such third party
acquiring beneficial ownership of all the common shares of HBMS
and the HP Partnership Interest, or all the assets and
<PAGE>
liabilities of HBMS and MUMC or MUTC, or to effect a merger,
consolidation or other business combination with HBMS and with
MUMC or MUTC, provided that the net aggregate after-tax cash
proceeds to Terra and its affiliates from any such alternate
transaction structure were not less than the net aggregate after-
tax cash proceeds Terra and HHC would have received upon the sale
of the 152640 Shares and the exercise of the Option by such third
party), (b) to assume the interim and other financing
arrangements referred to below relating to the government
mandated sulfur dioxide and particulate emission reduction
project at HBMS' Flin Flon, Manitoba zinc refinery and copper
smelter complex (the "HBMS Project") and (c) to reimburse Minorco
for its expenses in connection with the Purchase Agreement and
such financing arrangements (up to a maximum of Canadian $2.0
million), and which Terra otherwise considered to be more
desirable than the transactions contemplated by the Purchase
Agreement, Terra had the right to enter into a definitive
agreement for such an alternative transaction with that third
party prior to July 31, 1991.
In the Purchase Agreement, Minorco also agreed to make
available to HBMS, at or prior to July 31, 1991, financing for
costs expected to be incurred to September 30, 1991 in connection
with the HBMS Project in an amount not to exceed U.S. $17 million
less the amount of other financing available to HBMS for such
costs (and subject to HBMS not otherwise having available to it
at least Canadian $20 million in financing for such costs). Such
financing was subject to receipt by HBMS of commitments
satisfactory to Minorco from the Canadian Federal government and
the Province of Manitoba that Canadian $80 million in financing
for the HBMS Project would be provided on terms satisfactory to
Minorco.
The obligations of Minorco and Kirkdale to complete the
transactions contemplated by the Purchase Agreement were subject
to the satisfaction of certain conditions, including, among other
conditions, the Special Committee of the Board of Directors of
Terra not having withdrawn, or modified in a manner adverse to
Minorco or Kirkdale, its recommendation of the transactions
contemplated by the Purchase Agreement, the receipt of any
required approvals, the availability of adequate financing for
the HBMS Project, and the absence of material adverse changes.
<PAGE>
The foregoing descriptions of the Purchase Agreement and
the Option are qualified in their entirety by reference to the
Purchase Agreement and the Option Agreement, copies of which were
filed as Exhibits A and B to Amendment No. 8 of this Schedule 13D.
On July 31, 1991, Minorco, Kirkdale, Terra and HHC executed
an Amended and Restated Stock Purchase Agreement ("Amended and
Restated Purchase Agreement"), which superseded the Purchase
Agreement. The Amended and Restated Purchase Agreement contained
substantially the same terms as the Purchase Agreement,
except that the Amended and Restated Purchase Agreement provided
for (i) both Terra and HHC to sell the 152640 Shares (thus
amending the provisions of the Purchase Agreement contemplating
that (A) Terra transfer its 152640 Shares to HHC and (B) HHC sell
all its 152640 Shares to Kirkdale); and (ii) the Purchase Price
to be paid in United States dollars. On July 31, 1991, Minorco,
Kirkdale and Terra also entered into an amendment to the Option
Agreement (the "Option Agreement Amendment"), reflecting the
execution by such parties and HHC of the Amended and Restated
Purchase Agreement.
The foregoing descriptions of the Amended and Restated
Purchase Agreement and the Option Agreement Amendment are
qualified in their entirety by reference to the Amended and
Restated Purchase Agreement and the Option Agreement Amendment,
copies of which are filed as Exhibits A and B, respectively, to
Amendment No. 9 to this Schedule 13D.
On August 1, 1991, the closing of the transactions
contemplated by the Amended and Restated Purchase Agreement (the
"HBMS Closing") took place. As a result of the purchase of the
152640 Shares under the Amended and Restated Purchase Agreement,
Minorco owns indirectly all of the outstanding common shares of
HBMS.
Immediately prior to the HBMS Closing, Kirkdale
transferred the right to receive the common shares of MUMC under
the Option to Minorco USA. Upon the occurrence of the HBMS
Closing, Kirkdale exercised the Option and Minorco USA acquired
all of the outstanding common shares of MUMC. As a result of
such acquisition, Minorco USA also indirectly owns all the
outstanding common shares of MUTC and the HP Partnership
Interest.
<PAGE>
Separately, immediately after the HBMS Closing, Minorco USA
delivered to Terra a notice to convert its 17,898,292 Class A
Shares of Terra into Terra Common Shares, effective as of the
close of business on August 1, 1991. As a result of such
conversion, Minorco USA owns 37,160,725 Terra Common Shares.
Such conversion has no material effect on the equity interest of
Minorco USA in Terra, but had the effect of increasing the voting
interest of Minorco USA to approximately 56.06%, the same as such
equity interest.
Terra and a subsidiary have entered into a Merger Agreement
with Agricultural Minerals and Chemicals Inc. ("AMC") dated August
8, 1994. In support of this transaction, and subject to its
completion, Minorco USA has agreed to purchase up to $100 million
of Terra Common Shares at Terra's option at the price of $7.50
per share at any time prior to October 31, 1994. The foregoing
description is qualified in its entirety by reference to the Put
Option Agreement dated August 8, 1994 between Minorco USA and
Terra, a copy of which is filed as Exhibit D to this Amendment
No. 10. This transaction must be approved by holders of the
majority of Common Shares of Terra, and pursuant to the Voting
Agreement dated August 8, 1994, Minorco USA has agreed to vote
in favor of the transaction. A copy of the Voting Agreement is
attached to this Amendment No. 10 as Exhibit E.
Except as set forth above, neither Minorco USA nor
Minorco has formulated any plans or proposals which relate to
Terra which would require disclosure under Item 4 of Schedule
13D. However, Minorco USA and Minorco may at any time, depending
upon their evaluation of the business and prospects of Terra or
other developments they consider relevant, change their plans and
intentions and take any and all actions they may deem appropriate
with respect to their investment in Terra. Such plans may
include the increase, decrease or disposal of their investment in
Terra. Such transactions may be effected in the open market or
otherwise.
Item 5. Interest in Securities of the Issuer
(a) Except as referred to in Item 2 hereof and as
set forth below, neither Minorco USA, Minorco, AAC, De Beers,
<PAGE>
Centenary, Amgold nor, to the best of Minorco USA or Minorco's
knowledge, any of the executive officers or directors of Minorco
USA, Minorco, 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 458,826*(1)
H. R. Slack Common 250*
David E. Fisher Common 250*
Edward G. Beimfohr Common 5,000*
Robert L. Zerga Common 20,000*
Ben L. Keisler Common 4,885*
(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 outstanding common stock.
As of the date hereof, Minorco USA and Minorco are deemed to
beneficially own 37,160,725 shares of Terra common stock or 52.67%
of the total number of outstanding shares of common stock of
Terra as reported to Minorco and Minorco USA by Terra.
(b) Minorco USA has sole voting and dispositive power
with respect to the shares of Terra. Messrs. Beimfohr, Fisher,
Lea, Richards, Zerga 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, 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 and with respect to 4,885 shares covered
by an employee's savings and investment plan described in Item 6
which gives Mr. Keisler sole voting power with respect to the
shares, but not present dispositive power.
<PAGE>
(c) Not applicable.
(d) Not applicable.
(e) Not applicable.
Item 6. Contracts, Arrangements, Undertakings or
Relationships with Respect to Securities of the
Issuer
Except as stated below, neither Minorco USA, Minorco,
AAC, Centenary nor any of their officers and directors
has any contract or arrangement with respect to any Terra
Common Shares.
Prior to the reorganization of Terra and HBMS, R. F.
Richards had been granted options to purchase 5,000 Common Shares
of HBMS. In connection with the reorganization, the option
agreement with Mr. Richards was amended to specify that upon
exercise of such options Mr. Richards would receive either HBMS
Special Shares or Terra Common Shares in accordance with an
election made by Mr. Richards at the time of the reorganization,
and that the number of shares under option would be increased by
the same premium offered to the holders of Common Shares of HBMS
in the reorganization. In accordance with Mr. Richards'
election, 5,865 Terra Common Shares are issuable upon the
exercise of such option. This option has now expired.
Mr. Richards has also acquired options to purchase
400,000 Terra Common Shares pursuant to two Stock Option Plans
which permit key employees to purchase shares within certain
limitations. Mr. Richards and Mr. Keisler also have certain
rights with respect to 11,826 and 4,885 Terra Common Shares,
respectively, pursuant to an employees' savings and investment
plan of Terra. Both Stock Option Plans and the employees'
savings and investment plan are more fully described in Terra's
Proxy Statement dated March 31, 1987 which was filed with this
Commission on March 30, 1987. A copy of the 1983 Stock Option
Plan of Terra, filed as Exhibit 10.21.1 to Terra's Form 10-K for
the year ended December 31, 1983, and the 1987 Stock Incentive
Plan of Terra, filed as Appendix I to Terra's Proxy herein by
<PAGE>
reference. A copy of Terra Industries Inc. Employees' Savings
and Investment Plan was filed as Exhibit E to Amendment No. 1
of this Schedule 13D.
Exhibit A to Amendment No. 5 of this Schedule 13D, dated
July 2, 1990, is a Joint Filing Agreement between Minorco and
Minorco USA pursuant to which they have agreed that this Schedule
13D is filed on behalf of each of them. Minorco USA is
responsible for the completeness and accuracy of only that
information contained therein concerning itself, its executive
directors and officers. Minorco is responsible for the
completeness of that information contained therein concerning
itself, its executive directors, officers and controlling persons.
Neither Minorco USA nor Minorco knows or has reason to believe that
any information concerning any other contained herein is
inaccurate.
Minorco USA has reached an understanding with Reuben F.
Richards, Chairman of the Board of Minorco USA and Terra,
pursuant to which, in the event and to the extent Terra does not
meet its obligations under the deferred compensation agreement in
effect since 1983 between Mr. Richards and Terra, Minorco USA
will provide appropriate compensation to Mr. Richards until Terra
remedies such failure.
Item 7. Material to be Filed as Exhibits
Exhibit D Put Option Agreement between Minorco (U.S.A.)
Inc. and Terra Industries Inc. dated
August 8, 1994.
Exhibit E Minorco Voting Agreement among Agricultural
Minerals and Chemicals Inc., Terra Industries
Inc. and Minorco (U.S.A.) Inc. dated
August 8, 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
August 10, 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 (U.S.A.) INC.
By: s/Ben L. Keisler
Ben L. Keisler
Vice President, Secretary
and General Counsel
August 10, 1994
<PAGE>
ANNEX "A"
TO SCHEDULE 13D FILED
BY
MINORCO (U.S.A.) INC. AND MINORCO
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, Marlboro Ltd.
(Private investment company)
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: D. E. Fisher (Director)
Citizenship: British
Business Address: 9 rue Sainte Zithe
L-2763 Luxembourg City
Luxembourg
Principal Occupation: Finance Director, Minorco
Name: A. W. Lea (Director)
Citizenship: South African
Business Address: 40 Holborn Viaduct
London, England EC1P 1AJ
Principal Occupation: Executive Director, Minorco
<PAGE>
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: Technical Director, Minorco,
Director, AAC
Name: R. L. Zerga (Director and Vice
President)
Citizenship: United States of America
Business Address: Minorco USA
5251 DTC Parkway, Suite 700
Englewood, CO 80111, U.S.A.
Principal Occupation: Chairman of the Board and Chief
Executive Officer, Independence
Mining Company Inc. (Gold mining),
Vice President - Gold Operations,
Minorco USA
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
<PAGE>
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
Name: B. L. Keisler (Vice President,
General Counsel and Secretary)
Citizenship: United States of America
Business Address: Minorco USA
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>
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 (Technical 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,
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>
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)
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
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
<PAGE>
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)
Business Address: 9 rue Sainte Zithe
L-2763 Luxembourg City, Luxembourg
Principal Occupation: Vice President, Financial Planning,
Minorco
Name: A. R. Attwood (Treasurer)
Citizenship: British
Business Address: 9 rue Sainte Zithe
L-2763 Luxembourg City, Luxembourg
Principal Occupation: Treasurer, Minorco
<PAGE>
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>
III. 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 (Director) SECTION I
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>
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>
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
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>
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
<PAGE>
Name: J. A. Holmes (Executive Director)
Citizenship: British
Business Address: 44 Main Street, Johannesburg, 2001,
Republic of South Africa
Principal Occupation: Executive Director, AAC
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
<PAGE>
Name: N. Mayer (Alternate Director)
Citizenship: South African
44 Main Street, Johannesburg, 2001
Republic of South Africa
Principal Occupation: Managing Director, Gold and Uranium
Division, AAC
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>
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
rincipal 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>
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
<PAGE>
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
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>
IV. 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 III
E. P. GUSH (Director) SECTION II
L. HEWITT (Director) SECTION III
K. M. HOSKING (Director) SECTION III
M. W. KING (Director) SECTION II
C. L. SUNTER (Director) SECTION III
J. OGILVIE THOMPSON (Director) SECTION II
K. H. WILLIAMS (Director) SECTION III
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
V. 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 III
E. P. GUSH (Director) SECTION II
A. E. OPPENHEIMER (Director and
President) SECTION III
G. W. H. RELLY (Director) SECTION II
G. M. RALFE (Director) SECTION III
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 EC1N 6RA, England
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
Director De Beers and Centenary
<PAGE>
Name: J. C. L. Keswick (Director)
Citizenship: British
Business Address: 41 Tower Hill
London EC3N 4HA, England
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>
VI. 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 V
G. F. H. BURNE (Director) SECTION V
T. W. H. CAPON (Director) SECTION V
R. M. CRAWFORD (Director) SECTION III
E. P. GUSH (Director) SECTION II
G. C. FLETCHER (Director) SECTION V
J. C. L. KESWICK (Director) SECTION V
L. A. LINCOLN (Director) SECTION V
B. MAROLE (Director) SECTION V
A. E. OPPENHEIMER (Director) SECTION III
H. F. OPPENHEIMER (Director) SECTION V
P. J. OPPENHEIMER (Director) SECTION V
J. P. PUDNEY (Director) SECTION V
G. M. RALFE (Director) SECTION III
G. W. H. RELLY (Director) SECTION II
G. J. STONEHAM (Director) SECTION V
<PAGE>
EXHIBIT D
PUT OPTION AGREEMENT
This Put Option Agreement (this "Agreement") is entered into
this 8th day of August, 1994, by and between Minorco (U.S.A.)
Inc., a Colorado corporation (the "Purchaser"), and Terra
Industries Inc., a Maryland corporation (the "Company").
1. Grant of Option. For the sum of $1.00 and other good
and valuable consideration, the receipt and sufficiency of which
are hereby acknowledged, including without limitation the benefit
to the Purchaser of the Acquisition (defined below), the
Purchaser hereby grants to the Company the right to sell to the
Purchaser and cause the Purchaser to purchase up to
13,333,333 common shares of the Company without par value
("Common Stock"), on and subject to the terms and conditions
contained herein (such right being referred to herein as the
"Option").
2. Exercise of Option.
(a) Exercise Price. The exercise price shall be U.S.
$7.50 per share of Common Stock (the "Exercise Price").
(b) Exercise Period. The Company may exercise the
Option, in whole or in part, at any time after the date hereof to
and including October 31, 1994 (the "Exercise Period").
(c) Exercise Notice. (i) The Option shall be
exercised by the delivery by the Company of written notice (the
"Exercise Notice") of exercise specifying the number of shares of
Common Stock as to which the Option is being exercised, the bank
account to which the Exercise Price is to be delivered and the
time and place of the Option Closing (defined below).
Once given, the Exercise Notice shall be irrevocable.
(ii) The Exercise Notice shall be delivered to the
Purchaser at least three business days (being days, other than
Saturdays, Sundays and legal holidays, on which banks are open
for business in New York, New York and London, England) prior to
the Option Closing.
(d) Closing. (i) The closing of the exercise of the
Option (the "Option Closing") shall take place at the same time
and in the same place, and shall be conditioned upon, the closing
(the "Acquisition Closing") of the acquisition by the Company of
Agricultural Minerals and Chemicals Inc. (the "Acquisition").
<PAGE>
(ii) If the Acquisition Closing does not occur on or
before October 31, 1994 (the "Acquisition Closing Deadline"),
other than by virtue of the breach of this Agreement by the
Purchaser, this Agreement and all of the rights and obligations
of the parties hereunder shall be terminated, regardless of
whether an Exercise Notice shall have been delivered; provided,
however, that the Acquisition Closing Deadline may be extended
(but not beyond November 30, 1994) by the Company to the extent
that, in the opinion of the Special Committee appointed
July 20, 1994 (the "Special Committee") by the Board of Directors
of the Company, the Acquisition Closing shall have been delayed
by (1) regulatory requirements including, without limitation,
review of the Acquisition by antitrust authorities under the
Hart-Scott-Rodino Antitrust Improvements Act and review by the
Securities and Exchange Commission of the Company's proxy
statement relating to the Acquisition and the issuance of Common
Stock to the Purchaser hereunder or (2) litigation
relating to the Acquisition or the financing thereof.
(iii) At the time of the Option Closing, the Purchaser
shall deliver by wire transfer to the bank account specified by
the Company in the Exercise Notice an amount in New York
Clearinghouse funds equal to the number of shares of Common Stock
purchased in the exercise multiplied by the Exercise
Price and the Company shall deliver the certificates for such
shares to the Purchaser, together with a legal opinion to the
effects specified in paragraph (e) below.
(e) Valid Issuance, etc. The Company hereby
represents and warrants to the Purchaser that each share of
Common Stock issued upon exercise of the Option will, upon
payment of the Exercise Price therefor, be validly issued, fully
paid and nonassessable and free from all liens and charges
with respect to issuance thereof and shall be listed for trading
on the New York Stock Exchange.
(f) Adjustment of Exercise Price and Number of Shares.
In order to prevent dilution of the rights of the parties, the
Exercise Price and the number of shares of Common Stock which may
be sold upon exercise of the Option shall be equitably adjusted
in accordance with the joint instructions of the Special
Committee and the Purchaser in the event of any stock split,
stock dividend, combination of shares or other change in the
equity capital of the Company which would affect such rights.
3. Representations of The Purchaser. The Purchaser hereby
represents and warrants to the Company that:
<PAGE>
(a) Due Authorization, etc. This agreement has been
duly authorized, executed and delivered by the Purchaser and the
execution, delivery and performance of this Agreement does not
and will not violate or conflict with the governing corporate
documents of the Purchaser or any agreement, indenture or other
instrument or law, regulation, order, decree or judgment
applicable to the Purchaser or by which its properties are bound.
(b) Reliance by Company for Acquisition. The
Purchaser recognizes that, in reliance on this Agreement and the
Option, the Company is entering into a Merger Agreement pursuant
to which the Company will be obligated to consummate the
Acquisition without any right to avoid its obligation to
consummate the Acquisition if the Purchaser were to fail to
perform its obligations hereunder. The Purchaser understands
that the Company is under no obligation to exercise the Option,
even if the Acquisition is consummated.
(c) No Registration, etc. The Purchaser understands
that (i) the Common Stock which may be issued hereunder has not
been registered under the United States Securities Act of 1933 or
under any other securities laws, (ii) such Common Stock may not
be resold by the Purchaser in the United States or to any citizen
thereof without registration or an applicable exemption
therefrom, (iii) the Company is under no obligation to cause such
registration to be made, (iv) the Company may require an opinion
of counsel satisfactory to it as to compliance with applicable
securities laws as a condition to any transfer by the Purchaser
(other than to its affiliates) of such Common Stock, and (v) the
certificates for such Common Stock may bear legends with respect
to the foregoing.
4. Representation and Covenant of the Company.
(a) The Company hereby represents and warrants to the
Purchaser that this Agreement has been duly authorized, executed
and delivered by the Company and the execution delivery and
performance of this Agreement does not and will not violate or
conflict with the governing corporate documents of the Company or
any agreement, indenture or other instrument or law, regulation,
order, decree or judgment applicable to the Company or by
which its properties are bound.
(b) If the Company does not exercise the Option, it
will not sell Common Stock for purposes of financing the
Acquisition to anyone other than the Purchaser at a price which
would result in net proceeds to the Company of less than $7.50
per share.
<PAGE>
5. General Provisions.
(a) Governing Law. This Agreement shall be governed
by and construed in accordance with the laws (excluding
principles of conflicts of laws) of the State of New York, United
States of America.
(b) Notices. All notices given under or with respect
to this Agreement shall be in writing and shall be deemed to have
been effectively given when actually delivered to the addressee
or, if delivered by facsimile, at 5:00 p.m. in the place of
receipt on the next business day following receipt by the sender
of confirmation of receipt at the addressee's premises. All
notices shall be sent to the following addresses or such other
addresses of which proper notice is given.
The Purchaser:
Minorco (U.S.A.) Inc.
Ben L. Keisler, Esquire
One DTC
5251 DTC Parkway, Suite 700
Englewood, Colorado 80111
303/889-0707
The Company:
Terra Industries Inc.
Attention: George H. Valentine,
Esquire
Terra Centre
600 Fourth Street
Sioux City, Iowa, USA 51101
712/279-8719
(c) Amendment and Waiver. This Agreement may only be
amended and the provisions thereof may only be waived by a
written instrument executed by the party or parties to be bound.
(d) Assignment. Neither party may assign its rights
or obligations hereunder without the written consent of the other
party. Notwithstanding the foregoing, Purchaser may assign its
rights and responsibilities hereunder to Inkerman Investments
Limited, a British Virgin Island corporation, which is the sole
shareholder of the Purchaser, without the consent of the Company,
provided, that such assignment shall not relieve Purchaser of its
obligation to pay the aggregate Exercise Price pursuant to
Section 2(d)(iii) hereof at the Option Closing.
<PAGE>
IN WITNESS WHEREOF, the parties have executed this
instrument under their respective seals as of the date first
written above.
MINORCO (U.S.A.) INC.
(Seal)
By: s/Ben L. Keisler
Its: Vice President, General Counsel
and Secretary
TERRA INDUSTRIES INC.
(Seal)
By: s/B. M. Joyce
Its: President and
Chief Executive Officer
<PAGE>
EXHIBIT E
MINORCO VOTING AGREEMENT dated as of August 8, 1994
(this "Agreement"), among AGRICULTURAL MINERALS AND CHEMICALS
INC., a Delaware corporation (the "Company"),TERRA INDUSTRIES
INC., a Maryland corporation ("Parent"), and MINORCO (U.S.A.)
INC., a Colorado corporation (the "Stockholder").
WHEREAS, Parent and AMCI Acquisition Corporation, a Delaware
corporation ("Parent Sub") and a wholly owned subsidiary of
Parent, propose to enter into a Merger Agreement dated as of
the date hereof (the "Merger Agreement"), with the Company, which
provides, among other things, that Parent Sub will merge with and
into the Company pursuant to the Merger Agreement;
WHEREAS, as of the date hereof, the Stockholder owns
37,160,725 Common Shares, without par value, of Parent ("Parent
Common Shares"); and
WHEREAS, as a condition to the willingness of the Company
to enter into the Merger Agreement, the Company has requested
that the Stockholder agree, and in order to induce the
Company to enter into the Merger Agreement, the Stockholder has
agreed, to enter into this Agreement with respect to all the
Parent Common Shares now owned and which may hereafter be
acquired by the Stockholder (the "Shares") and any other
securities, if any, which the Stockholder is entitled to vote at
any meeting of stockholders of the Parent (the "Other
Securities").
NOW, THEREFORE, in consideration of the foregoing and
the mutual covenants and agreements contained herein, the parties
hereto agree as follows (terms used but not defined herein shall
have the meaning assigned to them in the Merger Agreement):
1. Voting Agreement. The Stockholder hereby agrees
that, so long as this Agreement shall remain in effect, at any
meeting of the shareholders of Parent, however called, and in any
action by consent of the stockholders of Parent, the Stockholder
shall vote the Shares and the Other Securities in favor of
approval of the issuance of Parent Common Shares pursuant to the
MNO Stock Put Agreement (as such term is defined in the Merger
Agreement).
<PAGE>
2. Representations and Warranties. The Stockholder
hereby represents and warrants to the Company as follows:
(a) the Stockholder has all necessary power and
authority to execute and deliver this Agreement and the MNO
Stock Put Agreement, to perform its obligations hereunder
and thereunder and to consummate the transactions
contemplated hereby and thereby; this Agreement and the MNO
Stock Put Agreement have been duly executed and delivered by
the Stockholder and constitute legal, valid and binding
obligations of such Stockholder, enforceable against such
Stockholder in accordance with their respective terms;
(b) (i) the execution and delivery of this Agreement
and the MNO Stock Put Agreement by the Stockholder do not,
and the performance of this Agreement and the MNO Stock Put
Agreement by the Stockholder will not (A) conflict with or
violate any Laws applicable to the Stockholder or by which
the Shares or the Other Securities owned by such Stockholder
are bound or affected or (B) result in any breach of or
constitute a default (or an event that with notice or lapse
of time or both would become a default) under, or give to
others any rights of termination, amendment, acceleration or
cancelation of, or result in the creation of a lien or
encumbrance on any of the Shares or the Other Securities
owned by the Stockholder pursuant to, any note, bond,
mortgage, indenture, contract, agreement, lease, license,
permit, franchise or other instrument or obligation to which
such Stockholder is a party or by which such Stockholder or
the Shares or Other Securities owned by the Stockholder are
bound or affected;
(c) the execution and delivery of this Agreement and
the MNO Stock Put Agreement by the Stockholder do not, and
the performance of this Agreement and the MNO Stock Put Agreement
by the Stockholder will not, require any consent, approval,
authorization or permit of, or filing with or notification to,
any Governmental Entity, except for applicable requirements, if
any, of the Securities Exchange Act of 1934, as amended, or the
Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended;
and
<PAGE>
(d) as of the date hereof, the Stockholder is the
record and beneficial owner of not less than 37,160,725 Parent
Common Shares. Such Shares owned by the Stockholder are owned
free and clear of all security interests, liens, claims, pledges,
options, rights of first refusal, agreements, limitations on the
Stockholder's voting rights, charges and other encumbrances of
any nature whatsoever. The Stockholder has not appointed or
granted any proxy, which appointment or grant is still effective,
with respect to the Shares or Other Securities owned by the
Stockholder.
3. Disposition or Encumbrance of Shares. The
Stockholder hereby covenants and agrees that, during the term of
this Agreement, the Stockholder shall not sell, transfer, tender,
assign, hypothecate or otherwise dispose of, grant a proxy
or power of attorney with respect to, or create or permit to
exist any security interest, lien, claim, pledge, option, right
of first refusal, agreement, limitation on the Stockholder's
voting rights, charge or other encumbrance of any nature
whatsoever with respect to, the Shares, unless, in any such case,
such transferee, attorney-in-fact, mortgagee or other person who
shall so succeed to an interest in the Shares shall agree in
writing to be bound by the terms of this Agreement.
4. Termination. This Agreement shall terminate upon
the earlier to occur of the consummation of the Merger and the
termination of the Merger Agreement in accordance with its terms
(other than as a direct or indirect result of the failure of the
Stockholder to perform its obligations hereunder).
5. Miscellaneous. (a) Parent, the Stockholder and the
Company will execute and deliver all such further documents and
instruments and take all such further action as may be necessary
in order to accomplish the purposes of this Agreement.
(b) The parties hereto agree that irreparable damage
would occur in the event any provision of this Agreement was not
performed in accordance with the terms hereof and that the
parties shall be entitled to specific performance of the terms
hereof, in addition to any other remedy at law or in equity.
(c) This Agreement constitutes the entire agreement
among Parent, the Stockholder and the Company with respect to the
subject matter hereof and supersedes all prior agreements and
understandings, both written and oral, among Parent, the
Stockholder and the Company with respect to the subject matter
hereof.
<PAGE>
(d) This Agreement may not be amended except by an
instrument in writing signed by the parties hereto.
(e) If any term or other provision of this Agreement is
invalid, illegal or incapable of being enforced by any rule of
law, or public policy, all other conditions and provisions of
this Agreement shall nevertheless remain in full force and effect
so long as the economic or legal substance of this Agreement is
not affected in any manner materially adverse to any party. Upon
such determination that any term or other provision is invalid,
illegal or incapable of being enforced, the parties hereto shall
negotiate in good faith to modify this Agreement so as to effect
the original intent of the parties as closely as possible in a
mutually acceptable manner in order that the terms of this
Agreement remain as originally contemplated to the fullest extent
possible.
(f) This Agreement shall be governed by, and construed
in accordance with, the laws of the State of Delaware applicable
to contracts executed in and to be performed in that State.
IN WITNESS WHEREOF, Parent, the Stockholder and the
Company have duly executed this Agreement as of the date first
above written.
MINORCO (U.S.A.) INC.
By: s/Ben L. Keisler
Name: Ben L. Keisler
Title: Vice President, General
Counsel and Secretary
TERRA INDUSTRIES INC.
By: s/B. M. Joyce
Name: Burton M. Joyce
Title: President and
Chief Executive Officer
AGRICULTURAL MINERALS AND
CHEMICALS INC.
By: s/Robert B. Gwyn
Name: Robert B. Gwyn
Title: President and
Chief Executive Officer
