TERRA INDUSTRIES INC
11-K, 1994-06-29
MISCELLANEOUS NONDURABLE GOODS
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<PAGE>   1
                              
                              
                              
                              
             SECURITIES AND EXCHANGE COMMISSION
                              
                   WASHINGTON, D.C. 20549
                              
                          FORM 11-K
                              
                              
                              
(Mark One)

/ X /  ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE
        SECURITIES EXCHANGE ACT OF 1934 (FEE REQUIRED)
                              
            For the Year Ended December 31, 1993
                              
                             OR
                              
/   /  TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE
        SECURITIES EXCHANGE ACT OF 1934 (NO FEE REQUIRED)
       
          For the Transition Period From     to

            Commission File Number I-8520

  A.  Full title of the Plan and the address of the Plan, if
      different from that of the issuer named below:
      
TERRA INDUSTRIES INC. EMPLOYEES' SAVINGS AND INVESTMENT PLAN
                              
  B.  Name of issuer of the securities held pursuant to the
      Plan and the address of its principal executive
      office:
      
                    TERRA INDUSTRIES INC.
                        TERRA CENTRE
                      600 FOURTH STREET
                        P.O. BOX 6000
                 SIOUX CITY, IOWA 51102-6000

                              
<PAGE>   2
                              
                              
                    REQUIRED INFORMATION
                              
                              
                              
Plan financial statements and schedules are prepared in
accordance with the financial reporting requirements of ERISA
and are included therein as listed in the table of contents
below.

Table of Contents

     (a) Financial Statements
                                                               Pages

          Independent Auditors' Report                           3
          Statements of Net Assets Available for Benefits at
            December 31, 1993 and 1992                          4-5
          Statements of Changes in Net Assets Available for
            Benefits for the Years Ended December 31, 1993
            and 1992                                            6-7
          Notes to Financial Statements                         8-11

     (b) Supplemental Schedules

          Schedule of Assets Held for Investment Purposes       12
          Schedule of Reportable Transactions                  13-14

     (c) Exhibits

          Exhibit E - Independent Auditors' Consent             15


<PAGE>   3
                                 
                                 
                            SIGNATURES
                                 
                                 
                                 
Pursuant to the requirements of the Securities Exchange Act of
1934, the members of the Terra Industries Inc. Employee Benefit
Committee have duly caused this report to be signed on its behalf
by the undersigned hereunto duly authorized.



                 TERRA INDUSTRIES INC. EMPLOYEES'
                    SAVINGS AND INVESTMENT PLAN




Date:  June 29, 1994            By  /S/ GEORGE H. VALENTINE
      ----------------              -------------------------------
                                    George H. Valentine
                                    Vice President, General Counsel
                                    and Corporate Secretary






<PAGE>   4

[DELOITTE & TOUCHE LETTERHEAD]

INDEPENDENT AUDITORS' REPORT

To the Participants and
Administrator of the
Terra Industries Inc.
Employees' Savings and Investment Plan

We have audited the accompanying statements of net assets
available for benefits of the Terra Industries Inc.
Employees' Savings and Investment Plan as of December 31,
1993 and 1992, and the related statements of changes in net
assets available for benefits for the years then ended.
These financial statements are the responsibility of the
Plan's management.  Our responsibility is to express an
opinion on these financial statements based on our audits.

We conducted our audits in accordance with generally accepted
auditing standards.  Those standards require that we plan and
perform the audit to obtain reasonable assurance about
whether the financial statements are free of material
misstatement.  An audit includes examining, on a test basis,
evidence supporting the amounts and disclosures in the
financial statements.  An audit also includes assessing the
accounting principles used and significant estimates made by
management, as well as evaluating the overall financial
statement presentation.  We believe that our audits provide a
reasonable basis for our opinion.

In our opinion, such financial statements present fairly, in
all material respects, the net assets available for benefits
of the Terra Industries Inc. Employees' Savings and
Investment Plan as of December 31, 1993 and 1992, and the
changes in net assets available for benefits for the years
then ended in conformity with generally accepted accounting
principles.

Our audits were conducted for the purpose of forming an
opinion on the basic financial statements taken as a whole.
The supplemental schedules of (1) assets held for investment
purposes as of December 31, 1993, and (2) reportable
transactions for the year ended December 31, 1993, are
presented for purposes of additional analysis and are not a
required part of the basic financial statements, but are
supplementary information required by the Department of
Labor's Rules and Regulations for Reporting and Disclosure
under the Employee Retirement Income Security Act of 1974.
These schedules are the responsibility of the Plan's
management.  Such schedules have been subjected to our
auditing procedures applied on the audit of the 1993 basic
financial statements and, in our opinion, are fairly stated
in all material respects in relation to the basic financial
statements taken as a whole.




/S/ DELOITTE & TOUCHE
- - -------------------------
DELOITTE & TOUCHE

Omaha, Nebraska
April 15, 1994

<PAGE>   5
TERRA INDUSTRIES INC.
EMPLOYEES' SAVINGS AND INVESTMENT PLAN

STATEMENT OF NET ASSETS AVAILABLE FOR BENEFITS
DECEMBER 31, 1993
<TABLE>
<CAPTION>
- - --------------------------------------------------------------------------------------------------------------------
                                                  Employer
                                                  Directed                          Participant Directed
                                                  --------           -----------------------------------------------
                                                                         Terra
                                                    Terra             Industries
                                                 Industries              Inc.
                                                    Inc.               Voluntary          Equity                        
                                                Common Stock         Common Stock         Income       Intermediate     
                                                    Fund                 Fund              Fund            Fund         
<S>                                               <C>                   <C>               <C>             <C>               
ASSETS:                                                                                                                 
  Investments, at fair value:                                                                                           
    Terra Industries Inc.                                                                                               
      Common Stock                                $10,196,188           $1,666,955        $  -            $  -         
    Vista Growth and Income                                                                                             
      Fund                                            -                    -               6,906,992         -          
    Vista U.S. Government                                                                                               
      Income Fund                                     -                    -                 -             4,846,417    
    Fidelity Magellan Fund                            -                    -                 -               -          
    Vista U.S. Government                                                                                               
      Money Market Fund                               -                    -                 -               -          
    Chase Bank Domestic                                                                                                 
      Liquidity Fund                                   51,766                  232           -               -          
                                                   ----------           ----------        ----------      ----------
           Total investments at                                                                                         
             fair value                            10,247,954            1,667,187         6,906,992       4,846,417    
                                                                                                                        
  Loans to participants                               -                    -                 -               -          
                                                   ----------           ----------        ----------      ----------
           Total investments                       10,247,954            1,667,187         6,906,992       4,846,417    
                                                                                                                        
  Employer contributions                                                                                                
    receivable                                         22,349              -                 -               -          
  Participant contributions                                                                                             
    receivable                                        -                     10,661            44,166          28,936    
  Cash                                                      4                   27                 8              13    
                                                   ----------           ----------        ----------      ----------    
           Total assets                            10,270,307            1,677,875         6,951,166       4,875,366    
                                                                                                                        
LIABILITIES:                                                                                                            
  Accrued administrative                                                                                                
    expenses                                          -                    -                  12,766           9,571    
                                                   ----------           ----------        ----------      ----------    
           Total liabilities                          -                    -                  12,766           9,571    
                                                   ----------           ----------        ----------      ----------    
Net assets available for benefits                 $10,270,307           $1,677,875        $6,938,400      $4,865,795    
                                                   ==========           ==========        ==========      ==========
</TABLE>

See notes to financial statements.



<TABLE>
<CAPTION>
STATEMENT OF NET ASSETS AVAILABLE FOR BENEFITS
DECEMBER 31, 1993
- - -------------------------------------------------------------------------------------------------------------------------

                                                                                 Participant Directed
                                                      -------------------------------------------------------------------
                                                                           Money
                                                           Stock          Market          Participant
                                                           Fund            Fund              Loans             Total
<S>                                                   <C>             <C>               <C>                  <C>
ASSETS:                                           
  Investments, at fair value:                     
    Terra Industries Inc.                         
      Common Stock                                    $      -        $      -          $      -             $11,863,143
    Vista Growth and Income                       
      Fund                                                   -               -                 -               6,906,992
    Vista U.S. Government                         
      Income Fund                                            -               -                 -               4,846,417
    Fidelity Magellan Fund                                 9,217,006         -                 -               9,217,006
    Vista U.S. Government                         
      Money Market Fund                                      -             2,786,381           -               2,786,381
    Chase Bank Domestic                           
      Liquidity Fund                                         -               -                 -                  51,998
                                                          ----------      ----------        ----------        ----------    
           Total investments at                   
             fair value                                    9,217,006       2,786,381           -              35,671,937
                                                  
  Loans to participants                                      -               -               1,116,198         1,116,198
                                                          ----------      ----------        ----------        ----------
           Total investments                               9,217,006       2,786,381         1,116,198        36,788,135
                                                  
  Employer contributions                          
    receivable                                               -               -                 -                  22,349
  Participant contributions                       
    receivable                                                47,212          21,321           -                 152,296
  Cash                                                             1           6,563           -                   6,616
                                                          ----------      ----------        ----------        ----------    
           Total assets                                    9,264,219       2,814,265         1,116,198        36,969,396
                                                  
LIABILITIES:                                      
  Accrued administrative                          
    expenses                                                  16,974           5,552           -                  44,863
                                                          ----------      ----------        ----------        ----------    
           Total liabilities                                  16,974           5,552           -                  44,863
                                                          ----------      ----------        ----------        ----------    
Net assets available for benefits                         $9,247,245      $2,808,713        $1,116,198       $36,924,533
                                                          ==========      ==========        ==========        ==========    
</TABLE>                                          

See notes to financial statements.

                                      -4-

<PAGE>   6
TERRA INDUSTRIES INC.
EMPLOYEES' SAVINGS AND INVESTMENT PLAN

<TABLE>  
<CAPTION>
STATEMENT OF NET ASSETS AVAILABLE FOR BENEFITS                                                                
DECEMBER 31, 1992                                                                                             
- - --------------------------------------------------------------------------------------------------------------
                                                Employer                                                      
                                                Directed                    Participant Directed              
                                             --------------    -----------------------------------------------
                                                                    Terra                                     
                                                  Terra          Industries                                   
                                               Industries           Inc.                                      
                                                  Inc.            Voluntary       Equity                      
                                               Common Stock     Common Stock      Income      Intermediate    
                                                  Fund              Fund           Fund           Fund        
<S>                                            <C>                  <C>         <C>           <C>             
ASSETS:                                                                                                       
  Investments, at fair value:                                                                                 
    Terra Industries Inc.                                                                                     
      Common Stock                             $5,299,269           $480,683    $    -          $    -      
    Fidelity Equity Income Fund                     -                  -         4,944,269           -         
    Fidelity Intermediate Fund                      -                  -             -           4,926,796    
    Fidelity Magellan Fund                          -                  -             -               -         
    Fidelity Cash Reserves Fund                     -                  -             -               -         
    Chase Bank Domestic                                                                                       
      Liquidity Fund                               89,288                236         -               -         
                                               ----------           --------    ----------      ----------    
                                                                                                              
           Total investments at                                                                               
             fair value                         5,388,557            480,919     4,944,269       4,926,796    
                                                                                                              
  Loans to participants                             -                  -             -               -        
                                               ----------           --------    ----------      ----------    
           Total investments                    5,388,557            480,919     4,944,269       4,926,796    

                                                                                                              
  Employer contributions                                                                                      
    receivable                                     60,409              -             -               -         
  Participant contributions                                                                                   
    receivable                                      -                  -            33,644          33,644    
  Cash                                              -                    18          -               -         
                                               ----------           --------    ----------      ----------    
                                                                                                              
           Total assets                         5,448,966            480,937     4,977,913       4,960,440    
                                                                                                              
LIABILITIES:                                                                                                  
  Accrued administrative                                                                                      
    expenses                                        -                  -            13,877          14,310    
                                               ----------           --------    ----------      ----------    
                                                                                                              
           Total liabilities                        -                  -            13,877          14,310    
                                               ----------           --------    ----------      ----------    
                                                                                                              
Net assets available for benefits              $5,448,966           $480,937    $4,964,036      $4,946,130    
                                               ==========           ========    ==========      ==========    
</TABLE> 

<TABLE>  
<CAPTION>
STATEMENT OF NET ASSETS AVAILABLE FOR BENEFITS                                                                           
DECEMBER 31, 1992                                                                                                        
- - -----------------------------------------------------------------------------------------------------------------            
                                                                                                                         
                                                                           Participant Directed                          
                                                    -------------------------------------------------------------            
                                                                                                                         
                                                                                                                         
                                                                                                                         
                                                                           Money                                         
                                                          Stock           Market       Participant                       
                                                          Fund             Fund           Loans           Total          
<S>                                                   <C>             <C>            <C>               <C>              
ASSETS:                                                                                                                  
  Investments, at fair value:                                                                                            
    Terra Industries Inc.                                                                                                
      Common Stock                                    $    -          $    -         $    -            $5,779,952      
    Fidelity Equity Income Fund                            -               -              -             4,944,269      
    Fidelity Intermediate Fund                             -               -              -             4,926,796      
    Fidelity Magellan Fund                             6,907,256           -              -             6,907,256      
    Fidelity Cash Reserves Fund                            -           3,095,490          -             3,095,490      
    Chase Bank Domestic                                                                                                  
      Liquidity Fund                                       -              19,150          -               108,674      
                                                      ----------      ----------     ----------       -----------     
                                                                                                                         
           Total investments at                                                                                          
             fair value                                6,907,256       3,114,640          -            25,762,437      
                                                                                                                         
  Loans to participants                                    -               -          1,015,784         1,015,784      
                                                      ----------      ----------     ----------        ----------    
                                                                                                                         
           Total investments                           6,907,256       3,114,640      1,015,784        26,778,221      
                                                                                                                         
  Employer contributions                                                                                                 
    receivable                                             -               -              -                60,409      
  Participant contributions                                                                                              
    receivable                                            43,456          29,438          -               140,182      
  Cash                                                     -               -              -                    18      
                                                      ----------      ----------     ----------       -----------     
                                                                                                                         
           Total assets                                6,950,712       3,144,078      1,015,784        26,978,830      
                                                                                                                         
LIABILITIES:                                                                                                             
  Accrued administrative                                                                                                 
    expenses                                              19,633           8,986          -                56,806      
                                                      ----------      ----------     ----------       -----------     
                                                                                                                         
           Total liabilities                              19,633           8,986          -                56,806      
                                                      ----------      ----------     ----------       -----------     
                                                                                                                         
Net assets available for benefits                     $6,931,079      $3,135,092     $1,015,784       $26,922,024      
                                                      ==========      ==========     ==========       ===========      
</TABLE>                                  

See notes to financial statements.                      


                                     -5-
<PAGE>   7
TERRA INDUSTRIES INC.
EMPLOYEES' SAVINGS AND INVESTMENT PLAN

<TABLE> 
<CAPTION>
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS                                                      
FOR THE YEAR ENDED DECEMBER 31, 1993                                                                           
- - -----------------------------------------------------------------------------------------------------------
                                              Employer          
                                              Directed                         Participant Directed              
                                            ------------            --------------------------------------- 
                                                                         Terra                                 
                                                Terra                 Industries                               
                                             Industries                  Inc.                                  
                                                Inc.                   Voluntary     Equity                    
                                            Common Stock             Common Stock    Income     Intermediate   
                                                Fund                     Fund         Fund          Fund       
<S>                                         <C>                      <C>           <C>             <C>         
Investment income:                                                                                             
  Dividend, interest, and                                                                                      
    other income                                $27,362                  $4,671       $56,029        $267,222  
  Net appreciation in fair                                                                                     
    value of investments                      3,873,921                 675,736       582,470         132,226  
                                            -----------              ----------    ----------      ----------  
                                                                                                               
           Total investment                                                                                    
             income                           3,901,283                 680,407       638,499         399,448  
                                                                                                               
Employer contributions                        1,319,912                   -             -               -      
Participant contributions                         -                     282,350     1,030,059         697,542  
                                            -----------              ----------    ----------      ----------  
                                                                                                               
           Total additions                    5,221,195                 962,757     1,668,558       1,096,990  
                                                                                                               
Deductions:                                                                                                    
  Benefit payments                              399,579                  10,004       458,586         457,736  
  Administrative expenses                         -                       -            27,926          21,798  
  Interfund transfers/net                                                                                      
    loans                                           275                (244,185)     (792,318)        697,791  
                                            -----------              ----------    ----------      ----------  
                                                                                                               
           Total deductions                     399,854                (234,181)     (305,806)      1,177,325  
                                            -----------              ----------    ----------      ----------  
                                                                                                               
Net increase (decrease)                       4,821,341               1,196,938     1,974,364         (80,335) 
                                                                                                               
Assets available for benefits:                                                                                 
  Beginning of year                           5,448,966                 480,937     4,964,036       4,946,130  
                                            -----------              ----------    ----------      ----------  
                                                                                                               
  End of year                               $10,270,307              $1,677,875    $6,938,400      $4,865,795  
                                            ===========              ==========    ==========      ==========  
</TABLE>                                                          

<TABLE>                                                           
<CAPTION>                                                         
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS                                                            
FOR THE YEAR ENDED DECEMBER 31, 1993                                                                                 
- - ------------------------------------------------------------------------------------------------
                                                                                              
                                                           Participant Directed              
                                        -------------------------------------------------------- 
                                                                                              
                                                                                              
                                                                                              
                                                          Money                                  
                                           Stock         Market       Participant                
                                           Fund           Fund           Loans          Total    
<S>                                     <C>            <C>             <C>           <C>         
Investment income:                                                                            
  Dividend, interest, and                                                                     
    other income                          $642,871        $76,970         $59,277     $1,134,402 
  Net appreciation in fair                                                                    
    value of investments                 1,066,860          -               -          6,331,213
                                        ----------     ----------      ----------    ----------- 
                                                                                              
           Total investment                                                                   
             income                      1,709,731         76,970          59,277      7,465,615 
                                                                                              
Employer contributions                       -              -               -          1,319,912 
Participant contributions                1,097,071        543,010           -          3,650,032 
                                        ----------     ----------      ----------    ----------- 
                                                                                               
           Total additions               2,806,802        619,980          59,277     12,435,559 
                                                                                              
Deductions:                                                                                   
  Benefit payments                         346,496        632,316          31,328      2,336,045 
  Administrative expenses                   35,105         12,176           -             97,005 
  Interfund transfers/net                                                                     
    loans                                  109,035        301,867         (72,465)         -     
                                        ----------     ----------      ----------    ----------- 
                                                                                              
           Total deductions                490,636        946,359         (41,137)     2,433,050 
                                        ----------     ----------      ----------    ----------- 
                                                                                              
Net increase (decrease)                  2,316,166       (326,379)        100,414     10,002,509 
                                                                                              
Assets available for benefits:                                                                
  Beginning of year                      6,931,079      3,135,092       1,015,784     26,922,024 
                                        ----------     ----------      ----------    ----------- 
                                                                                              
  End of year                           $9,247,245     $2,808,713      $1,116,198    $36,924,533 
                                        ==========     ==========      ==========    =========== 
</TABLE>                                                  


See notes to financial statements.





                                      -6-

<PAGE>   8
TERRA INDUSTRIES INC.
EMPLOYEES' SAVINGS AND INVESTMENT PLAN

<TABLE>                                                   
<CAPTION>                                                 
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS 
FOR THE YEAR ENDED DECEMBER 31, 1992                      
- - ------------------------------------------------------------------------------
                                                          
                             Employer                
                             Directed             Participant Directed        
                           ------------   ------------------------------------
                                              Terra
                               Terra        Industries
                            Industries         Inc.
                               Inc.         Voluntary    Equity                
                           Common Stock    Common Stock  Income   Intermediate 
                               Fund           Fund        Fund         Fund    
<S>                         <C>           <C>           <C>                    
Investment income:                                                             
  Dividend, interest, and                                                      
    other income                $1,854        $537      $175,293     $371,561  
  Net appreciation                                                             
    (depreciation) in fair                                                     
    value of investments      (234,634)    (55,423)      444,331      (83,676) 
                            ----------    --------    ----------   ----------
                                
           Total investment                                                    
             income           (232,780)    (54,886)      619,624      287,885  
                                                                               
Employer contributions       1,232,859       -             -            -      
Participant contributions        -          15,222       794,277      777,215  
                            ----------    --------    ----------   ----------
                                                                               
           Total additions   1,000,079     (39,664)    1,413,901    1,065,100  
                                                                               
Deductions:                                                                    
  Benefit payments             515,580       4,564       397,869      618,248  
  Administrative expenses        -           -            37,348       39,432  
  Interfund transfers/net                                                      
    loans                        -        (525,165)      112,505      (19,596) 
                            ----------    --------    ----------   ----------
                                                                               
           Total deductions    515,580    (520,601)      547,722      638,084  
                            ----------    --------    ----------   ----------
                                                                               
Net increase (decrease)        484,499     480,937       866,179      427,016  
                                                                               
Assets available for                                                           
  benefits:                                                                    
  Beginning of year          4,964,467       -         4,097,857    4,519,114  
                            ----------    --------    ----------   ----------
                                                                               
  End of year               $5,448,966    $480,937    $4,964,036   $4,946,130  
                            ==========    ========    ==========   ==========
</TABLE> 
                                
<TABLE>                                                   
<CAPTION>                                                 
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS 
FOR THE YEAR ENDED DECEMBER 31, 1992                      
- - ------------------------------------------------------------------------------
                                                      
                             
                             
                             
                             
                                            Participant Directed        
                              ------------------------------------------------
                                             Money                  
                                Stock        Market     Participant 
                                 Fund         Fund        Loans        Total  
<S>                           <C>          <C>           <C>         <C>     
Investment income:                                                             
  Dividend, interest, and                                                      
    other income                $745,208    $122,372     $109,945   $1,526,770 
  Net appreciation                                                             
    (depreciation) in fair                                                     
    value of investments        (300,423)      -            -         (229,825)
                              ----------  ----------   ----------  -----------
                                                                               
           Total investment                                                    
             income              444,785     122,372      109,945    1,296,945 
                                                                               
Employer contributions             -            -           -        1,232,859
Participant contributions      1,082,660     767,045        -        3,436,419 
                              ----------  ----------   ----------  -----------
                                                                               
           Total additions     1,527,445     889,417      109,945    5,966,223 
                                                                               
Deductions:                                                                    
  Benefit payments               506,989     524,671       48,171    2,616,092 
  Administrative expenses         53,129      24,762        -          154,671 
  Interfund transfers/net                                                      
    loans                       (400,940)    912,409      (79,213)       -      
                              ----------  ----------   ----------  -----------
                                                                               
           Total deductions      159,178   1,461,842      (31,042)   2,770,763 
                              ----------  ----------   ----------  -----------
                                                                               
Net increase (decrease)        1,368,267    (572,425)     140,987    3,195,460 
                                                                               
Assets available for                                              
  benefits:                                                       
  Beginning of year            5,562,812   3,707,517      874,797   23,726,564  
                              ----------  ----------   ----------  -----------

  End of year                 $6,931,079  $3,135,092   $1,015,784  $26,922,024 
                              ==========  ==========   ==========  ===========
</TABLE>                                                          

See notes to financial statements.


                                     -7-
<PAGE>   9


TERRA INDUSTRIES INC.
EMPLOYEES' SAVINGS AND INVESTMENT PLAN

NOTES TO FINANCIAL STATEMENTS
YEARS ENDED DECEMBER 31, 1993 AND 1992

A.  DESCRIPTION OF PLAN
    
    The following brief description of the Terra Industries Inc.
    Employees' Savings and Investment Plan (the Plan) is provided
    for general information only.  Participants should refer to the
    Plan Agreement for more complete information.
    
    GENERAL - The Plan, established as of January 1, 1984, is a
    defined contribution plan covering eligible employees of Terra
    Industries Inc. and eligible subsidiaries and affiliates
    (collectively, the Company).  The Plan is subject to the
    Employee Retirement Income Security Act of 1974 (ERISA) and is
    administered by the Employee Benefit Committee (the Committee)
    of the Company.  The assets of the Plan are held by the Chase
    Manhattan Bank, N.A., the trustee of the Plan.
    
    PARTICIPATION - All active employees of the Company are
    eligible for Plan participation on the first day of the month
    following the date their employment commenced.  Participation
    in the Plan is voluntary.
    
    PARTICIPANTS' ACCOUNTS - Each participant's account is credited
    with the participant's contributions, the employer's matching
    contributions and an allocation of fund earnings.  A
    participant's benefit is limited to the amount that can be
    provided from the participant's account, subject to the
    applicable vesting requirements.
    
    CONTRIBUTIONS - Participants earning $64,245 and $62,345 or
    less annually in 1993 and 1992, respectively, could elect to
    contribute up to 10% of their annual compensation on a pretax
    basis and 10% on an after-tax basis.  Participants earning more
    than $64,245 and $62,345 in 1993 and 1992, respectively, could
    contribute up to 6% of their annual compensation on a combined
    pretax and after-tax basis.
    
    The maximum participant pretax contribution was $8,994 in 1993
    and $8,728 in 1992.
    
    Participants may elect to invest their contributions in one or
    more of the five available participant directed investment
    options.
    
    EMPLOYER - The Company contributes an amount determined by its
    Board of Directors, currently equal to one half of the
    participants' contributions up to 6% of their annual
    compensation for both 1993 and 1992.  The contributions made by
    the Company must be invested in the Terra Industries Inc.
    Common Stock Fund.  The Company may elect to make an additional
    contribution, subject to certain limitations as defined in the
    Plan, in such amount as its Board of Directors shall determine.
    No such additional contributions were made in 1993 or 1992.
    Employer contributions are reduced by the amount of any
    participant forfeitures during the period.  Participant
    forfeitures amounted to $34,819 and $47,493 in 1993 and 1992,
    respectively.

                                    - 8 -

<PAGE>   10
    MAXIMUM CONTRIBUTIONS PER PARTICIPANT - The sum of a
    participant's contribution and employer matching contribution
    cannot exceed the lesser of $30,000 or 25% of net compensation
    of the participant.  Net compensation is defined as total
    participant compensation less any pretax contributions made by
    the participant.  Eligible compensation was limited to $235,840
    and $228,860 per year 1993 and 1992, respectively.
    
    VESTING - Participants  are immediately fully vested in their
    contributions and earnings on their voluntary contributions.
    Employer contributions vest at a rate of 20% per year, until
    fully vested after five years of service.
    
    PARTICIPANT LOANS - Participants may borrow from the vested
    balance of their individual contribution accounts subject to
    maximum limitations as defined in the Plan.  Loan repayments
    are reinvested in the funds in accordance with the
    participant's investment election at the time of repayment.
    
    BENEFITS - Participants or their beneficiaries are eligible to
    receive the value of their vested account balance upon the
    occurrence of one of the following:  early or normal
    retirement; termination of employment; death or total
    disability.
    
B.  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
    
    VALUATION OF INVESTMENTS - Investments, except for loans to
    participants, are reported at fair value, which is determined,
    in the case of Terra Industries Inc.'s Common Stock, from the
    latest available market quotations and, in the case of
    investments in mutual funds, at quoted net asset value.
    Dividend income is recorded on the ex-dividend date.
    Participant loans are reported at the outstanding balance.
    The Plan has investments in six funds.  The net assets and net
    investment income of the funds are allocated to the
    participants in the Plan based upon each participant's
    participation relative to the total participation in each of
    the six investment funds.  A summary description of each
    investment fund follows:
        
        TERRA INDUSTRIES INC. COMMON STOCK FUND (EMPLOYER DIRECTED)
        - A fund invested primarily in Terra Industries Inc. Common
        Stock which is limited to employer contributions only.
        
        TERRA INDUSTRIES INC. VOLUNTARY COMMON STOCK FUND
        (PARTICIPANT DIRECTED) - A fund invested primarily in Terra
        Industries Inc. Common Stock.
        
        EQUITY INCOME FUND (PARTICIPANT DIRECTED) - A fund invested
        primarily in shares of Vista Growth and Income Fund, which
        is comprised primarily of income producing equity
        securities and securities convertible into such equity
        securities.
        
        INTERMEDIATE FUND (PARTICIPANT DIRECTED) - A fund invested
        primarily in shares of Vista U.S. Government Income Fund,
        which is comprised primarily of debt obligations backed by
        the full faith and credit of the U.S. Government.
        
        STOCK FUND (PARTICIPANT DIRECTED) - A fund invested
        primarily in shares of Fidelity Magellan Fund, which is
        comprised primarily of common stocks and which seeks long-
        term capital appreciation.
        
        MONEY MARKET FUND (PARTICIPANT DIRECTED) - A fund invested
        primarily in shares of Vista U.S. Government Money Market
        Fund so as to preserve capital and maintain a high degree
        of liquidity.

                                    - 9 -
<PAGE>   11
        
    BENEFITS PAYABLE - The Plan's policy is to record benefit
    payments upon distribution of balances to participants.
    Benefits due and unpaid to retired and terminated participants
    were $603,825 and $563,842 at December 31, 1993 and 1992,
    respectively.
    
    ADMINISTRATIVE EXPENSES - Administrative expenses are comprised
    of charges relating to routine services provided by the Plan's
    trustee and recordkeeping agent and fees associated with the
    annual audit of the Plan's financial statements.
    Administrative expenses are allocated to the investment funds,
    other than the Terra Industries Inc. Common Stock Fund and the
    Terra Industries Inc. Voluntary Common Stock Fund, based upon
    the fair value of each fund's investment relative to the total
    fair value of all investment funds to which expenses are
    allocated.
    
C.  INVESTMENTS
    
    The fair value of the Plan's investments, other than loans to
    participants, by basis of valuation, are presented in the
    following tables.  Investments that represent 5% or more of the
    Plan's investments are separately identified.
    

<TABLE>
<CAPTION>
                                                    December 31, 1993
                                                  Number of
                                                  Shares or
                                                  Principal
                                                    Amount         Fair Value
<S>                                                <C>             <C>
Investments at Fair Value as Determined
  by Quoted Market Price:
    Terra Industries Inc. Common Stock             1,555,822       $11,863,143
    Vista Growth and Income Fund                     225,350         6,906,992
    Vista U.S. Government Income Fund                414,578         4,846,417
    Fidelity Magellan Fund                           130,092         9,217,006
    Vista U.S. Government Money Market Fund        2,786,381         2,786,381
    Chase Bank Domestic Liquidity Fund                51,998            51,998
                                                                   -----------
                                                                   $35,671,937
                                                                   ===========
</TABLE>











    
                                    - 10 -
<PAGE>   12
<TABLE>
<CAPTION>
                                                 December 31, 1992
                                           Number of
                                           Shares or
                                           Principal
                                            Amount           Fair Value
<S>                                          <C>              <C>
Investments at Fair Value as Determined
  by Quoted Market Price:
    Terra Industries Inc. Common Stock       1,216,832        $ 5,779,952
    Fidelity Equity Income Fund                170,433          4,944,269
    Fidelity Intermediate Bond Fund            473,275          4,926,796
    Fidelity Magellan Fund                     109,622          6,907,256
    Fidelity Cash Reserves Fund              3,095,490          3,095,490
    Chase Bank Domestic Liquidity Fund         108,674            108,674
                                                              -----------
                                                              $25,762,437
                                                              ===========
</TABLE>

D.  PLAN TERMINATION
    
    The Company specifically reserves the right to amend or
    terminate the Plan or to discontinue contributions at any time.
    Upon termination, a participant's entire account will become
    fully vested and the assets shall be administered in the manner
    provided for in the Plan.
    
E.  FEDERAL INCOME TAX STATUS
    
    The Internal Revenue Service (IRS) has ruled that the Plan, as
    established on January 1, 1984, meets the requirements of
    Section 401 (a) of the Internal Revenue Code (the Code) and is
    exempt from federal income taxes under Section 501 (a) of the
    Code.  A determination letter to this effect has been received
    from the Internal Revenue Service, dated March, 1986.  The Plan
    administrator believes that the Plan, as amended January 1,
    1993, is in compliance with current regulations.  Therefore, no
    provision for income taxes has been included in the Plan's
    financial statements.
    
    Plan income, participant pretax contributions and employer
    contributions represent taxable income to the participating
    employees at the time of distribution in accordance with IRS
    regulations currently in effect.
    
                                    - 11 -
<PAGE>   13
TERRA INDUSTRIES, INC.
EMPLOYEES' SAVINGS AND INVESTMENT PLAN

PN 333
EIN #52-1145429

<TABLE>
<CAPTION>
ITEM 27a - SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES
December 31, 1993
- - ------------------------------------------------------------------------------------------------------------------------



               Column B                                             Column C                  Column D       Column E
                                                            Description of investment
          Identity of issue,                               including collateral, rate
          borrower, lessor or                              of interest, maturity date,                         Current
             similar party                                    par or maturity value              Cost           Value
<S>                                                       <C>                                 <C>            <C>
Common Stock:                                          
- - -------------                                                       
* Terra Industries, Inc.                                  1,555,822 shares                    $7,809,225     $11,863,143
                                                       
Mutual Funds:                                          
- - -------------                                                       
* Vista Growth and Income Fund                            225,350 shares                       6,351,262       6,906,992
                                                       
* Vista U.S. Government Income                         
     Fund                                                 414,578 shares                       4,783,498       4,846,417
                                                       
  Fidelity Magellan Fund                                  130,092 shares                       8,098,760       9,217,006
                                                       
* Vista U.S. Government                                
     Money Market Fund                                    2,786,381 shares                     2,786,381       2,786,381
                                                       
                                                       
                                                       
                                                       
                                                       
Other Investments:                                     
- - ------------------                                                       
* Chase Bank Domestic                                  
     Liquidity Fund                                       51,998 shares                           51,998          51,998
                                                       
* Loans to Participants                                   Principal balance of $1,116,198
                                                            bearing interest at rates ranging
                                                            from 8% to 14% and maturing
                                                            from January 1994 to
                                                            November 2022                         -            1,116,198
                                                       
                                                       
* Party-In-Interest                                    
</TABLE>                                               


                                     -12-
<PAGE>   14
TERRA INDUSTRIES, INC.
EMPLOYEES' SAVINGS AND INVESTMENT PLAN

PN 333
EIN #52-1145429

<TABLE>
<CAPTION>
ITEM 27d - SCHEDULE OF REPORTABLE TRANSACTIONS
FOR THE YEAR ENDED DECEMBER 31, 1993
- - ------------------------------------------------------------------------------------------------------------------------

                            Column A                                        Column B           Column C       Column D      
                                                                                                                            
                           Identity of                                                         Purchase       Selling       
                         Party Involved                               Description of Asset       Price         Price        
<S>                                                                  <C>                      <C>            <C>            
Single Transactions:                                                                                                        
- - --------------------                                                                                                        
  Fidelity Institutional                                             Fidelity Equity Income                                 
    Retirement Services Company                                        Fund                   $    -         $4,928,930     
                                                                                                                            
  Fidelity Institutional                                             Fidelity Intermediate                                  
    Retirement Services Company                                        Bond Fund                   -          4,955,858     
                                                                                                                            
  Fidelity Institutional                                             Fidelity Cash Reserves                                 
    Retirement Services Company                                        Fund                        -          3,096,940     
                                                                                                                            
* Chase Manhattan Bank,                                              Vista Growth and                                       
     N.A.                                                              Income Fund             4,929,484         -          
                                                                                                                            
* Chase Manhattan Bank,                                              Vista U.S. Government                                  
     N.A.                                                              Income Fund             4,956,965         -          
                                                                                                                            
* Chase Manhattan Bank,                                              Vista U.S. Government                                  
     N.A.                                                              Money Market Fund       3,098,047         -          
                                                                                                                            




*  Party-In-Interest
</TABLE>



<TABLE>
<CAPTION>
ITEM 27d - SCHEDULE OF REPORTABLE TRANSACTIONS
FOR THE YEAR ENDED DECEMBER 31, 1993
- - -----------------------------------------------------------------------------------------------------------------

                            Column A                                    Column G         Column H        Column I
                                                                                      Current Value
                           Identity of                                  Cost of       on Transaction     Net Gain
                         Party Involved                                  Asset             Date         or (Loss)
<S>                                                                    <C>                <C>            <C>
Single Transactions:                                                 
- - --------------------                                                                     
  Fidelity Institutional                                             
    Retirement Services Company                                        $4,337,639         $4,928,930     $591,291
                                                                     
  Fidelity Institutional                                             
    Retirement Services Company                                         4,808,753          4,955,858      147,105
                                                                     
  Fidelity Institutional                                             
    Retirement Services Company                                         3,096,940          3,096,940        -
                                                                     
* Chase Manhattan Bank,                                              
     N.A.                                                               4,929,484          4,929,484        -
                                                                     
* Chase Manhattan Bank,                                              
     N.A.                                                               4,956,965          4,956,965        -
                                                                     
* Chase Manhattan Bank,                                              
     N.A.                                                               3,098,047          3,098,047        -
                                                                     




*  Party-In-Interest
</TABLE>


                                     -13-

<PAGE>   15
TERRA INDUSTRIES, INC.
EMPLOYEES' SAVINGS AND INVESTMENT PLAN

PN 333
EIN #52-1145429

<TABLE>
<CAPTION>
ITEM 27d - SCHEDULE OF REPORTABLE TRANSACTIONS
FOR THE YEAR ENDED DECEMBER 31, 1993
- - ------------------------------------------------------------------------------------------------------------------------

                            Column A                                         Column B            Column C       Column D    
                                                                                                                            
                           Identity of                                                          Number of      Number of    
                         Party Involved                                Description of Asset     Purchases        Sales      
<S>                                                                   <C>                           <C>               <C>   
Series of Transactions:                                                                                                     
                                                                                                                            
* Terra Industries, Inc.                                              Common Stock                      58             26   
                                                                                                                            
  Fidelity Institutional                                                                                                    
    Retirement Services Company                                       Fidelity Magellan Fund            62             40   
                                                                                                                            
  Fidelity Institutional                                              Fidelity Equity Income                                
    Retirement Services Company                                         Fund                             -              1   
                                                                                                                            
  Fidelity Institutional                                              Fidelity Intermediate                                 
    Retirement Services Company                                         Bond Fund                        1              1   
                                                                                                                            
  Fidelity Institutional                                              Fidelity Cash                                         
    Retirement Services Company                                         Reserves Fund                    1              1   
                                                                                                                            
* Chase Manhattan Bank, N.A.                                          Vista Growth and                                      
                                                                        Income Fund                     55             33   
                                                                                                                            
* Chase Manhattan Bank, N.A.                                          Vista U.S. Government                                 
                                                                        Income Fund                     53             42   
                                                                                                                            
* Chase Manhattan Bank, N.A.                                          Vista U.S. Government                                 
                                                                        Money Market Fund               61             46   
                                                                                                                            
* Chase Manhattan Bank, N.A.                                          Chase Bank Domestic                                   
                                                                        Liquidity Fund                 264            180   
                                                                                                                            
*  Party-In-Interest
</TABLE>



<TABLE>
<CAPTION>
ITEM 27d - SCHEDULE OF REPORTABLE TRANSACTIONS
FOR THE YEAR ENDED DECEMBER 31, 1993
- - ---------------------------------------------------------------------------------------------------------------

                            Column A                                     Column E       Column F      Column G
                                                                       Total Dollar   Total Dollar
                           Identity of                                   Value of       Value of      Net Gain
                         Party Involved                                 Purchases        Sales        or (Loss)
<S>                                                                     <C>            <C>             <C>
Series of Transactions:                                             
                                                                    
* Terra Industries, Inc.                                                $1,751,807       $218,272      ($38,347)
                                                                    
  Fidelity Institutional                                            
    Retirement Services Company                                          2,392,695      1,149,804       317,747
                                                                    
  Fidelity Institutional                                            
    Retirement Services Company                                             -           4,928,930       591,291
                                                                    
  Fidelity Institutional                                            
    Retirement Services Company                                              5,397      4,955,858       147,105
                                                                    
  Fidelity Institutional                                            
    Retirement Services Company                                              1,450      3,096,940         -
                                                                    
* Chase Manhattan Bank, N.A.                                        
                                                                         6,881,297        572,114        42,079
                                                                    
* Chase Manhattan Bank, N.A.                                        
                                                                         6,049,423      1,311,567        45,642
                                                                    
* Chase Manhattan Bank, N.A.                                        
                                                                         4,072,154      1,285,773         -
                                                                    
* Chase Manhattan Bank, N.A.                                        
                                                                        13,451,718     13,508,394         -
                                                                    
*  Party-In-Interest
</TABLE>




                                     -14-
<PAGE>   16






INDEPENDENT AUDITORS' CONSENT


We consent to the incorporation by reference in Registration
Statement 33-46734 on Form S-8 of our report dated April 15, 1994,
appearing in this Annual Report on Form 11-K of the Terra
Industries Inc. Employees' Savings and Investment Plan for the year
ended December 31, 1993.




/S/ DELOITTE & TOUCHE
- - ---------------------
DELOITTE & TOUCHE


Omaha, Nebraska
June 17, 1994

                                 




                                     -15-



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