<PAGE>
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, 1994
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 1-8520
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>
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
- -----------------
<TABLE>
<CAPTION>
(a) Financial Statements Pages
------------------------ -----
<S> <C> <C>
Independent Auditors' Report 3
Statements of Net Assets Available for Benefits at
December 31, 1994 and 1993 4-5
Statements of Changes in Net Assets Available for
Benefits for the Years Ended December 31, 1994 and 1993 6-7
Notes to Financial Statements 8-11
(b) Supplemental Schedules
--------------------------
Schedule of Assets Held for Investment Purposes 12-13
Schedule of Reportable Transactions 14
(c) Exhibits
------------
Exhibit E - Independent Auditors' Consent 15
</TABLE>
<PAGE>
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, 1994 and 1993, 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, 1994 and 1993, 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, 1994, and (2) reportable
transactions for the year ended December 31, 1994, 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. The supplemental information by fund
in the statements of net assets available for benefits and the statements of
changes in net assets available for benefits is presented for the purpose of
additional analysis rather than to present the net assets available for
benefits and changes in net assets available for benefits of the individual
funds. The supplemental schedules and supplemental information by fund is the
responsibility of the Plan's management. Such supplemental schedules and
supplemental information by fund have been subjected to our auditing procedures
applied in our audits of the 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 LLP
DELOITTE & TOUCHE LLP
Omaha, Nebraska
April 14, 1995
<PAGE>
TERRA INDUSTRIES INC.
EMPLOYEES' SAVINGS AND INVESTMENT PLAN
<TABLE>
<CAPTION>
STATEMENT OF NET ASSETS AVAILABLE FOR BENEFITS
DECEMBER 31, 1994
- -----------------------------------------------------------------------------------------------------------------------------------
Employer
Directed Participant Directed
------------ ----------------------------------------------------------------
Terra
Terra Industries
Industries Inc.
Inc. Voluntary Equity Money
Common Stock Common Stock Income Intermediate Stock Market
Fund Fund Fund Fund Fund Fund
<S> <C> <C> <C> <C> <C> <C>
ASSETS:
Investments, at fair value:
Terra Industries Inc. Common Stock $14,260,220 $3,332,045 $ - $ - $ - $ -
Vista Growth and Income Fund - - 6,716,116 - - -
Vista U.S. Government Income Fund - - - 4,164,658 - -
Fidelity Magellan Fund - - - - 9,520,440 -
Vista U.S. Government Money Market Fund - - - - - 3,528,158
Chase Bank Domestic Liquidity Fund 6,012 484 45 28 1,412 -
Vanguard Windsor Fund - - - - - -
BancOklahoma GIC Fund - - - - - -
American Performance Bond Fund - - - - - -
BancOklahoma Balanced Investment Fund - - - - - -
American Performance Equity Fund - - - - - -
American Performance Aggressive Growth Fund - - - - - -
American Performance Cash Management Fund - - - - - -
----------- ---------- ---------- ---------- ---------- ----------
Total investments at fair value 14,266,232 3,332,529 6,716,161 4,164,686 9,521,852 3,528,158
Loans to participants - - - - - -
----------- ---------- ---------- ---------- ---------- ----------
Total investments 14,266,232 3,332,529 6,716,161 4,164,686 9,521,852 3,528,158
Accrued investment income - - 38,325 25,360 - -
Employer contributions receivable 183,171 - - - - -
Participant contributions receivable - 11,820 48,969 32,083 52,346 23,640
Cash - - - - - 16
----------- ---------- ---------- ---------- ---------- ----------
Total assets 14,449,403 3,344,349 6,803,455 4,222,129 9,574,198 3,551,814
LIABILITIES:
Accrued administrative expenses - - 4,031 2,452 5,495 2,063
Other payables - - - - - -
----------- ---------- ---------- ---------- ---------- ----------
Total liabilities - - 4,031 2,452 5,495 2,063
----------- ---------- ---------- ---------- ---------- ----------
Net assets available for benefits $14,449,403 $3,344,349 $6,799,424 $4,219,677 $9,568,703 $3,549,751
=========== ========== ========== ========== ========== ==========
</TABLE>
<TABLE>
<CAPTION>
Merged
Participant Plan
Loans (Note F) Total
<S> <C> <C> <C>
ASSETS:
Investments, at fair value:
Terra Industries Inc. Common Stock $ - $ - $ 17,592,265
Vista Growth and Income Fund - - 6,716,116
Vista U.S. Government Income Fund - - 4,164,658
Fidelity Magellan Fund - - 9,520,440
Vista U.S. Government Money Market Fund - - 3,528,158
Chase Bank Domestic Liquidity Fund - - 7,981
Vanguard Windsor Fund - 4,861,016 4,861,016
BancOklahoma GIC Fund - 2,279,472 2,279,472
American Performance Bond Fund - 425,324 425,324
BancOklahoma Balanced Investment Fund - 951,498 951,498
American Performance Equity Fund - 1,223,346 1,223,346
American Performance Aggressive Growth Fund - 476,869 476,869
American Performance Cash Management Fund - 544,395 544,395
--------------- ------------ --------------
Total investments at fair value - 10,761,920 52,291,538
Loans to participants 1,501,570 1,027,871 2,529,441
--------------- ------------ --------------
Total investments 1,501,570 11,789,791 54,820,979
Accrued investment income - 8,212 71,897
Employer contributions receivable - 85,808 268,979
Participant contributions receivable - 159,514 328,372
Cash - - 16
--------------- ------------ --------------
Total assets 1,501,570 12,043,325 55,490,243
LIABILITIES:
Accrued administrative expenses - 48,016 62,057
Other payables - 22,482 22,482
--------------- ------------ --------------
Total liabilities - 70,498 84,539
--------------- ------------ --------------
Net assets available for benefits $ 1,501,570 $ 11,972,827 $ 55,405,704
=============== ============ ==============
</TABLE>
See notes to financial statements.
-4-
<PAGE>
<TABLE>
<CAPTION>
TERRA INDUSTRIES INC.
EMPLOYEES' SAVINGS AND INVESTMENT PLAN
STATEMENT OF NET ASSETS AVAILABLE FOR BENEFITS
DECEMBER 31, 1993
- ---------------------------------------------------------------------------------------------------------
Employer
Directed Participant Directed
------------ -------------------------------------------------------
Terra
Terra Industries
Industries Inc.
Inc. Voluntary Equity
Common Stock Common Stock Income Intermediate Stock
Fund Fund Fund Fund Fund
<S> <C> <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 - - - - 9,217,006
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 9,217,006
Loans to participants - - - - -
----------- ---------- ----------- ---------- ----------
Total investments 10,247,954 1,667,187 6,906,992 4,846,417 9,217,006
Employer contributions
receivable 22,349 - - - -
Participant contributions
receivable - 10,661 44,166 28,936 47,212
Cash 4 27 8 13 1
----------- ---------- ----------- ---------- ----------
Total assets 10,270,307 1,677,875 6,951,166 4,875,366 9,264,219
LIABILITIES:
Accrued administrative
expenses - - 12,766 9,571 16,974
----------- ---------- ----------- ---------- ----------
Net assets available for benefits $10,270,307 $1,677,875 $ 6,938,400 $4,865,795 $9,247,245
=========== ========== =========== ========== ==========
Money
Market Participant
Fund Loans Total
<S> <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
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 2,786,381 - 35,671,937
Loans to participants - 1,116,198 1,116,198
----------- ---------- -----------
Total investment 2,786,381 1,116,198 36,788,135
Employer contributions
receivable - - 22,349
Participant contributions
receivable 21,321 - 152,296
Cash 6,563 - 6,616
----------- ---------- -----------
Total assets 2,814,265 1,116,198 36,969,396
LIABILITIES:
Accrued administrative
expenses 5,552 - 44,863
----------- ---------- -----------
Net assets available for benefits $ 2,808,713 $1,116,198 $36,924,533
=========== ========== ===========
</TABLE>
See notes to financial statements.
-5-
<PAGE>
TERRA INDUSTRIES INC.
EMPLOYEES' SAVINGS AND INVESTMENT PLAN
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS
FOR THE YEAR ENDED DECEMBER 31, 1994
<TABLE>
<CAPTION>
- -----------------------------------------------------------------------------------------------------------------------
Employer
Directed Participant Directed
------------ ----------------------------------------------------------
Terra
Terra Industries
Industries Inc.
Inc. Voluntary Equity
Common Stock Common Stock Income Intermediate Stock
Fund Fund Fund Fund Fund
<S> <C> <C> <C> <C> <C>
Investment income:
Dividend, interest, and other income $ 110,058 $ 21,981 $ 217,460 $ 381,069 $ 376,829
Net appreciation (depreciation) in fair
value of investments 3,682,515 725,856 (373,042) (496,865) (548,140)
----------- ---------- ---------- ---------- ----------
Total investment income 3,792,573 747,837 (155,582) (115,796) (171,311)
Employer contributions 1,339,290 - - - -
Participant contributions - 351,851 1,464,477 918,700 1,564,946
Transfer of assets from merged plan - - - - -
----------- ---------- ---------- ---------- ----------
Total additions 5,131,863 1,099,688 1,308,895 802,904 1,393,635
Deductions:
Benefit payments 949,775 49,202 873,203 815,500 1,057,277
Administrative expenses - 74 28,375 17,915 37,877
Interfund transfers/net loans 2,992 (616,062) 546,293 615,607 (22,977)
----------- ---------- ---------- ---------- ----------
Total deductions 952,767 (566,786) 1,447,871 1,449,022 1,072,177
----------- ---------- ---------- ---------- ----------
Net increase (decrease) 4,179,096 1,666,474 (138,976) (646,118) 321,458
Assets available for benefits:
Beginning of year 10,270,307 1,677,875 6,938,400 4,865,795 9,247,245
----------- ---------- ---------- ---------- ----------
End of year $14,449,403 $3,344,349 $6,799,424 $4,219,677 $9,568,703
=========== ========== ========== ========== ==========
</TABLE>
<TABLE>
<CAPTION>
- ----------------------------------------------------------------------------------------------------
Participant Directed
-------------------------------------------------------
Money Merged
Market Participant Plan
Fund Loans (Note F) Total
<S> <C> <C> <C> <C>
Investment income:
Dividend, interest, and other income $ 118,733 $ 183,523 $ - $ 1,409,653
Net appreciation (depreciation) in fair
value of investments - - - 2,990,324
---------- ---------- ----------- -----------
Total investment income 118,733 183,523 - 4,399,977
Employer contributions - - - 1,339,290
Participant contributions 676,944 - - 4,976,918
Transfer of assets from merged plan - - 11,972,827 11,972,827
---------- ---------- ----------- -----------
Total additions 795,677 183,523 11,972,827 22,689,012
Deductions:
Benefit payments 299,018 67,417 - 4,111,392
Administrative expenses 12,208 - - 96,449
Interfund transfers/net loans (256,587) (269,266) - -
---------- ---------- ----------- -----------
Total deductions 54,639 (201,849) - 4,207,841
---------- ---------- ----------- -----------
Net increase (decrease) 741,038 385,372 11,972,827 18,481,171
Assets available for benefits:
Beginning of year 2,808,713 1,116,198 - 36,924,533
---------- ---------- ----------- -----------
End of year $3,549,751 $1,501,570 $11,972,827 $55,405,704
========== ========== =========== ===========
</TABLE>
See notes to financial statements.
<PAGE>
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 Money
Common Stock Common Stock Income Intermediate Stock Market
Fund Fund Fund Fund Fund Fund
<S> <C> <C> <C> <C> <C> <C>
Investment income:
Dividend, interest, and
other income $ 27,362 $ 4,671 $ 56,029 $ 267,222 $ 642,871 $ 76,970
Net appreciation in fair
value of investments 3,873,921 675,736 582,470 132,226 1,066,860 -
----------- ---------- ---------- ---------- ---------- ----------
Total investment
income 3,901,283 680,407 638,499 399,448 1,709,731 76,970
Employer contributions 1,319,912 - - - - -
Participant contributions - 282,350 1,030,059 697,542 1,097,071 543,010
----------- ---------- ---------- ---------- ---------- ----------
Total additions 5,221,195 962,757 1,668,558 1,096,990 2,806,802 619,980
Deductions:
Benefit payments 399,579 10,004 458,586 457,736 346,496 632,316
Administrative expenses - - 27,926 21,798 35,105 12,176
Interfund transfers/net
loans 275 (244,185) (792,318) 697,791 109,035 301,867
----------- ---------- ---------- ---------- ---------- ----------
Total deductions 399,854 (234,181) (305,806) 1,177,325 490,636 946,359
----------- ---------- ---------- ---------- ---------- ----------
Net increase (decrease) 4,821,341 1,196,938 1,974,364 (80,335) 2,316,166 (326,379)
Assets available for benefits:
Beginning of year 5,448,966 480,937 4,964,036 4,946,130 6,931,079 3,135,092
----------- ---------- ---------- ---------- ---------- ----------
End of year $10,270,307 $1,677,875 $6,938,400 $4,865,795 $9,247,245 $2,808,713
=========== ========== ========== ========== ========== ==========
Participant
Loans Total
Investment income:
Dividend, interest, and
other income $ 59,277 $ 1,134,402
Net appreciation in fair
value of investments - 6,331,213
---------- -----------
Total investment
income 59,277 7,465,615
Employer contributions - 1,319,912
Participant contributions - 3,650,032
---------- -----------
Total additions 59,277 12,435,559
Deductions:
Benefit payments 31,328 2,336,045
Administrative expenses - 97,005
Interfund transfers/net
loans (72,465) -
---------- -----------
Total deductions (41,137) 2,433,050
---------- -----------
Net increase (decrease) 100,414 10,002,509
Assets available for benefits:
Beginning of year 1,015,784 26,922,024
---------- -----------
End of year $1,116,198 $36,924,533
========== ===========
</TABLE>
See notes to financial statements.
-7-
<PAGE>
TERRA INDUSTRIES INC.
EMPLOYEES' SAVINGS AND INVESTMENT PLAN
NOTES TO FINANCIAL STATEMENTS
YEARS ENDED DECEMBER 31, 1994 AND 1993
- ------------------------------------------------------------------------------
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 Plan Committee (the Committee)
of the Company. The assets of the Plan are held by the Chase Manhattan
Bank, N.A., and BancOklahoma Trust Company, the trustees of the Plan.
PARTICIPATION - All full-time 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 $66,000 and $64,245 or less annually
in 1994 and 1993, 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 $66,000 and $64,245 in 1994 and 1993,
respectively, could contribute up to 6% of their annual compensation on a
combined pretax and after-tax basis.
The maximum participant pretax contribution was $9,240 in 1994 and $8,994
in 1993.
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 1994 and 1993. 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 1994 or 1993. Employer contributions are reduced
by the amount of any participant forfeitures during the period. Participant
forfeitures totaled to $196,592 and $34,819 in 1994 and 1993, respectively.
-8-
<PAGE>
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 $150,000 and
$235,840 in 1994 and 1993, 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 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. Money market funds are reported at fair value
as determined by the issuer and common funds are valued at the unit
value as reported by the fund. 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>
Investment transactions are recognized on a trade date basis. The net
unrealized appreciation (depreciation) of investments is recognized in the
statements of changes in net assets available for benefits. The fair value
at the beginning of the plan year, or the purchased cost if acquired during
the year, is used in determining realized gains and losses on the sale of
each investment.
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 $96,718 and $603,825 at December
31, 1994 and 1993, 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, 1994
Number of
Shares or
Principal
Amount Fair Value
<S> <C> <C>
Investments, at Fair Value:
Terra Industries Inc. Common Stock 1,695,640 $17,592,265
Fidelity Magellan Fund 142,522 9,520,440
Vista Growth and Income Fund 230,874 6,716,116
Vanguard Windsor Fund 386,101 4,861,016
Vista U.S. Government Income Fund 396,257 4,164,658
Vista U.S. Government Money Market Fund 3,528,158 3,528,158
BancOklahoma Guaranteed Investment Contract Fund 140,089 2,279,472
American Performance Equity Fund 121,364 1,223,346
BankOklahoma Balanced Investment Fund 57,371 951,498
American Performance Cash Management Fund 544,395 544,395
American Performance Aggressive Growth Fund 38,395 476,869
American Performance Bond Fund 48,332 425,324
Chase Bank Domestic Liquidity Fund 7,981 7,981
-----------
$52,291,538
===========
</TABLE>
-10-
<PAGE>
<TABLE>
<CAPTION>
- --------------------------------------------------------------------
December 31, 1993
Number of
Shares or
Principal
Amount Fair Value
<S> <C> <C>
Investments, at Fair Value:
Terra Industries Inc. Common Stock 1,555,822 $11,863,143
Vista Growth and Income Fund 225,350 6,906,992
Fidelity Magellan Fund 130,092 9,217,006
Vista U.S. Government Income Fund 414,578 4,846,417
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>
D. PLAN TERMINATION
Although it has expressed no intent to do so, 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 March 9, 1995, 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.
F. PLAN MERGER
Effective December 31, 1994, the AMCI Employees' Savings Plan was merged
into the Terra Industries Inc. Employees' Savings and Investment Plan as a
result of the Company's acquisition of Agricultural Minerals and Chemicals,
Inc. (AMCI). As a result of the merger of these plans, $11,972,827 was
transferred into the Terra Industries Inc. Employees' Savings and
Investment Plan. Subsequent to December 31, 1994, the assets of the merged
plan, except for the GIC Fund, Vanguard Windsor Fund, and Participant
Loans, were sold. The proceeds of the sale were reinvested in the five
investment fund options available to participants (Note B). The GIC Fund, a
fund invested primarily in guaranteed investment contracts so as to provide
current income while maintaining a stable market valuation and the Vanguard
Windsor Fund, a fund invested primarily of income producing equity
securities, were added as additional investment fund options available to
all participants effective January 1, 1995.
-11-
<PAGE>
<TABLE>
<CAPTION>
TERRA INDUSTRIES INC.
EMPLOYEES' SAVINGS AND INVESTMENT PLAN
PN 333
EIN #52-1145429
ITEM 27a - SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES
December 31, 1994
- -----------------------------------------------------------------------------------------
<S> <C> <C> <C>
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
Common Stock:
- -------------
* Terra Industries Inc. 1,695,640 shares $ 9,364,208 $ 17,592,265
Mutual Funds:
- -------------
Fidelity Magellan Fund 142,522 shares 9,070,585 9,520,440
* Vista Growth and Income Fund 230,874 shares 6,609,449 6,716,116
Vanguard Windsor Fund 386,101 shares 5,121,601 4,861,016
* Vista U.S. Government Income
Fund 396,257 shares 4,528,153 4,164,658
* Vista U.S. Government
Money Market Fund 3,528,158 shares 3,528,158 3,528,158
* American Performance Equity
Fund 121,364 shares 1,382,325 1,223,346
* American Performance Cash
Management Fund 544,395 shares 544,395 544,395
* American Performance
Aggressive Growth Fund 38,395 shares 471,591 476,869
* American Performance Bond
Fund 48,332 shares 500,178 425,324
</TABLE>
* Party-In-Interest
-12-
<PAGE>
<TABLE>
<CAPTION>
TERRA INDUSTRIES INC.
EMPLOYEES' SAVINGS AND INVESTMENT PLAN
PN 333
EIN #52-1145429
ITEM 27a - SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES (CONTINUED)
December 31, 1994
- ----------------------------------------------------------------------------------------
<S> <C> <C>
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
Common Funds:
- -------------
* BancOklahoma GIC Fund 140,089 shares $1,990,969 $ 2,279,472
* BancOklahoma Balanced
Investment Fund 57,371 shares 818,702 951,498
* Chase Bank Domestic
Liquidity Fund 7,981 shares 7,981 7,981
Other Investments:
- ------------------
* Loans to Participants Principal balance of $2,529,441
bearing interest at rates ranging
from 8% to 14% and maturing
from January 1995 to
November 2022 2,529,441
------------
$ 54,820,979
============
</TABLE>
-13-
<PAGE>
<TABLE>
<CAPTION>
TERRA INDUSTRIES INC.
EMPLOYEES' SAVINGS AND INVESTMENT PLAN
PN 333
EIN #52-1145429
ITEM 27d - SCHEDULE OF REPORTABLE TRANSACTIONS
FOR THE YEAR ENDED DECEMBER 31, 1994
- ------------------------------------------------------------------------------------------------------------------------
Column A Column B Column C Column D Column E Column F Column G
Total Dollar Total Dollar
Identity of Number of Number of Value of Value of Net Gain
Party Involved Description of Asset Purchases Sales Purchases Sales or (Loss)
Series of Transactions When Aggregated Involving an
Amount in Excess of 5 Percent of the Current Value of Plan Assets
- -----------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
* Terra Industries Inc. Common Stock 49 28 $1,895,312 $ 574,560 $ 234,231
Fidelity Institutional
Retirement Services
Company Fidelity Magellan Fund 40 41 2,382,418 1,530,844 120,251
* Chase Manhattan Bank, N.A. Vista Growth and
Income Fund 35 52 1,818,003 1,635,837 76,022
* Chase Manhattan Bank, N.A. Vista U.S. Government
Income Fund 39 55 1,356,059 1,540,953 (70,451)
* Chase Manhattan Bank, N.A. Vista U.S. Government
Money Market Fund 67 43 1,425,992 684,215 -
* Chase Manhattan Bank, N.A. Chase Bank Domestic
Liquidity Fund 271 206 5,661,975 5,705,992 -
</TABLE>
* Party-In-Interest
-14-
<PAGE>
Exhibit E
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in Registration Statement 33-46734
on Form S-8 of our report dated April 14, 1995, 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, 1994.
/s/ Deloitte & Touche LLP
DELOITTE & TOUCHE LLP
Omaha, Nebraska
June 22, 1995
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the members
of the Terra Industries Inc. Employee Benefit Plan 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 27, 1995 By /s/ George H. Valentine
--------------------------- ------------------------------
George H. Valentine
Vice President, General Counsel
and Corporate Secretary
