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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): March 27, 1995
TERRA INDUSTRIES INC.
(Exact name of registrant as specified in its charter)
MARYLAND 1-8520 52-1145429
(State or other jurisdiction of (Commission File (I.R.S. Employer
incorporation or organization) Number) Identification No.)
TERRA CENTRE
600 FOURTH STREET
P.O. BOX 6000
SIOUX CITY, IOWA 51102-6000
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (712) 277-1340
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ITEM 5. Other Events.
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On March 27, 1995, Terra Industries Inc. issued the press release
contained in Exhibit 1 hereto, which is incorporated by reference herein.
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
TERRA INDUSTRIES INC.
By: /S/ FRANCIS G. MEYER
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Francis G. Meyer
Vice President and Chief
Financial Officer
Date: March 29, 1995
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Exhibit 1
[LOGO OF TERRA] Terra Industries Inc.
600 Fourth Street
P.O. Box 6000
Sioux City, IA 51102-6000
Telephone: (712) 277-1340
Telefax: (712) 233-3648
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News Release
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For Immediate Release Contact: Paula C. Norton
(712) 277-5438
TERRA INDUSTRIES PROPOSES TO ACQUIRE SENIOR PREFERENCE
UNITS OF TERRA NITROGEN COMPANY, L.P.
Sioux City, Iowa (March 27, 1995) - Terra Industries Inc. (NYSE ticker symbol:
TRA) today announced a proposal to acquire all of the senior preference units in
Terra Nitrogen Company, L.P. (TNCLP, with NYSE ticker symbol: TNH) for $30.00
per unit. The units were originally issued to the public for $21.50 in December
1991. Friday's closing price for the units was $27.50. Terra acquired 60% of
the limited partnership on October 20, 1994 with its acquisition of Agricultural
Minerals and Chemicals, Inc.; the remaining 40% is publicly traded and the
subject of this proposal.
It is anticipated that Terra Nitrogen Corporation, the corporate general partner
of TNCLP, will establish a committee of independent directors to represent the
interests of the senior preference unitholders and to determine the adequacy of
the proposal. The independent directors have indicated that they expect to
retain the services of Donaldson, Lufkin & Jenrette Securities Corporation to
advise them on these issues.
Terra will finance the purchase by issuing additional debt. The purchase is
subject to the approval of both the committee of independent directors and a
majority of the outstanding senior preference units not held by Terra or its
affiliates. To consummate the proposal, Terra would merge a new, wholly owned
subsidiary into TNCLP, which will eliminate the public interest in the
partnership, with senior preference unitholders receiving the offer price for
each unit.
Terra Industries Inc., with 1994 revenues over $1.6 billion, is a leading
marketer and producer of nitrogen fertilizer, crop protection products, seed and
services for agricultural, turf, ornamental and other growers. Terra also
produces nitrogen products and methanol for industrial customers.
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