<PAGE>
Page 1 of 51 Pages
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
TERRA NITROGEN COMPANY, L.P.
----------------------------
(Name of Issuer)
Senior Preference Units of Limited Partnership Interests
--------------------------------------------------------
(Title of Class of Securities)
881005 10 2
--------------
(CUSIP Number)
N. Jordan
Secretary
Ben L. Keisler Minorco
George H. Valentine Vice President Taurus International S.A.
Corporate Secretary Minorco (U.S.A.) Inc. Taurus Investments S.A.
Terra Centre 30 Rockefeller Plaza 9 Rue Sainte Zithe
600 Fourth Street Suite 4212 Luxembourg City,
Sioux City, Iowa 51102-6000 New York, New York 10122 Luxembourg
(712) 277-1340 (212) 332-3633 (352) 404-1101
- --------------------------------------------------------------------------------
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
September 23, 1996
-----------------------------------
(Date of Event which Requires Filing
of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition which is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(b)(3) or (4), check the following box [_].
Check the following box if a fee is being paid with the statement [_]. (A fee is
not required only if the reporting person: (1) has a previous statement on file
reporting beneficial ownership of more than five percent of the class of
securities described in Item 1; and (2) has filed no amendment subsequent
thereto reporting beneficial ownership of five percent or less of such class.)
(See Rule 13d-7.)
Note: Six copies of this statement, including all exhibits, should be filed with
the Commission. See Rule 13d-1(a) for other parties to whom copies are to be
sent.
*The remainder of this cover page shall be filed out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
(Continued on following page(s))
<PAGE>
----------------------- ------------------
CUSIP NO. 881005 10 2 13D Page 2 of 51 Pages
----------------------- ------------------
================================================================================
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Terra Nitrogen Corporation
EIN: 72-1159610
- --------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [_]
(b) [x]
- --------------------------------------------------------------------------------
3 SEC USE ONLY
- --------------------------------------------------------------------------------
4 SOURCE OF FUNDS*
OO
- --------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(D) OR 2(E)
[_]
- --------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
- --------------------------------------------------------------------------------
NUMBER OF 7 SOLE VOTING POWER
SHARES -0-
-------------------------------------------------------------
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY 6,000,000 (See Item 5)
-------------------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING -0-
-------------------------------------------------------------
PERSON 10 SHARED DISPOSITIVE POWER
WITH 6,000,000 (See Item 5)
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
6,000,000 (See Item 5)
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* [_]
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
44.0% (See Item 5)
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
CO
================================================================================
<PAGE>
----------------------- ------------------
CUSIP NO. 881005 10 2 13D Page 3 of 51 Pages
----------------------- ------------------
===============================================================================
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Terra Capital, Inc. -- Due to direct ownership of 974,900
Senior Preference Units and solely due to indirect
ownership of 6,000,000 Senior Preference Units through its
wholly owned subsidiary, Terra Nitrogen Corporation
EIN: 42-1431650
- -------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a)[_]
(b)[x]
- -------------------------------------------------------------------------------
3 SEC USE ONLY
- -------------------------------------------------------------------------------
4 SOURCE OF FUNDS*
OO
- -------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(D) or 2(E) [_]
- -------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
- -------------------------------------------------------------------------------
NUMBER OF 7 SOLE VOTING POWER
SHARES -0-
------------------------------------------------------------
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY 6,974,900 (See Item 5)
------------------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING -0-
------------------------------------------------------------
PERSON 10 SHARED DISPOSITIVE POWER
WITH 6,974,900(See Item 5)
- -------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
6,974,900(See Item 5)
- -------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
[_]
- -------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
51.1% (See Item 5)
- -------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
CO
===============================================================================
<PAGE>
----------------------- ------------------
CUSIP NO.881005 10 2 13D Page 4 of 51 Pages
----------------------- ------------------
===============================================================================
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Terra Capital Holdings, Inc. -- Solely due to indirect
ownership through its wholly owned subsidiary, Terra
Capital, Inc.
EIN: 42-1431905
- -------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a)[_]
(b)[x]
- -------------------------------------------------------------------------------
3 SEC USE ONLY
- -------------------------------------------------------------------------------
4 SOURCE OF FUNDS*
OO
- -------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(D) or 2(E) [_]
- -------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
- -------------------------------------------------------------------------------
NUMBER OF 7 SOLE VOTING POWER
SHARES -0-
------------------------------------------------------------
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY 6,974,900 (See Item 5)
------------------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING -0-
-------------------------------------------------------------
PERSON 10 SHARED DISPOSITIVE POWER
WITH 6,974,900 (See Item 5)
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
6,974,900(See Item 5)
- -------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
[_]
- -------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
51.1% (See Item 5)
- -------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
CO
===============================================================================
<PAGE>
----------------------- ------------------
CUSIP NO. 881005 10 2 13D Page 5 of 51 Pages
----------------------- ------------------
===============================================================================
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Terra Industries Inc. -- Solely due to indirect ownership through
its wholly owned subsidiary, Terra Capital Holdings, Inc.
EIN: 52-1145429
- -------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [_]
(b) [x]
- -------------------------------------------------------------------------------
3 SEC USE ONLY
- -------------------------------------------------------------------------------
4 SOURCE OF FUNDS*
OO
- -------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(D) or 2(E) [_]
-------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Maryland
- -------------------------------------------------------------------------------
NUMBER OF 7 SOLE VOTING POWER
SHARES -0-
------------------------------------------------------------
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY 6,974,900(See Item 5)
------------------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING -0-
-------------------------------------------------------------
PERSON 10 SHARED DISPOSITIVE POWER
WITH 6,974,900(See Item 5)
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
6,974,900(See Item 5)
- -------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
[_]
- -------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
51.1% (See Item 5)
- -------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
CO
===============================================================================
<PAGE>
----------------------- ------------------
CUSIP NO. 881005 10 2 13D Page 6 of 51 Pages
----------------------- ------------------
===============================================================================
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Taurus Investments S.A. -- Solely due to indirect ownership
through its ownership of 7.16% of the common stock of Terra
Industries Inc.
- -------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [_]
(b) [x]
- -------------------------------------------------------------------------------
3 SEC USE ONLY
- -------------------------------------------------------------------------------
4 SOURCE OF FUNDS*
OO
- -------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(D) or 2(E) [_]
- -------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Luxembourg
- -------------------------------------------------------------------------------
NUMBER OF 7 SOLE VOTING POWER
SHARES -0-
------------------------------------------------------------
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY 6,974,900 (See Item 5)
------------------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING -0-
-------------------------------------------------------------
PERSON 10 SHARED DISPOSITIVE POWER
WITH 6,974,900 (See Item 5)
- -------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
6,974,900 (See Item 5)
- -------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
[_]
- -------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
51.1% (See Item 5)
- -------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
CO
===============================================================================
<PAGE>
----------------------- ------------------
CUSIP NO. 881005 10 2 13D Page 7 of 51 Pages
----------------------- ------------------
===============================================================================
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Taurus International S.A. -- Solely due to indirect ownership
through its ownership of 49.29% of the common stock of Terra
Industries Inc.
- -------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [_]
(b) [x]
- -------------------------------------------------------------------------------
3 SEC USE ONLY
- -------------------------------------------------------------------------------
4 SOURCE OF FUNDS*
OO
- -------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(D) or 2(E) [_]
- -------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Luxembourg
- -------------------------------------------------------------------------------
NUMBER OF 7 SOLE VOTING POWER
SHARES -0-
------------------------------------------------------------
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY 6,974,900 (See Item 5)
------------------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING -0-
-------------------------------------------------------------
PERSON 10 SHARED DISPOSITIVE POWER
WITH 6,974,900 (See Item 5)
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
6,974,900 (See Item 5)
- -------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
[_]
- -------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
51.1% (See Item 5)
- -------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
CO
===============================================================================
<PAGE>
----------------------- ------------------
CUSIP NO. 881005 10 2 13D Page 8 of 51 Pages
----------------------- ------------------
===============================================================================
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Minorco -- Solely due to indirect ownership through its wholly
owned subsidiaries, Taurus International S.A. and Taurus
Investments S.A.
- -------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [_]
(b) [x]
- -------------------------------------------------------------------------------
3 SEC USE ONLY
- -------------------------------------------------------------------------------
4 SOURCE OF FUNDS*
OO
- -------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(D) OR 2(E) [_]
- -------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Luxembourg
- -------------------------------------------------------------------------------
NUMBER OF 7 SOLE VOTING POWER
SHARES -0-
------------------------------------------------------------
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY 6,974,900 (See Item 5)
------------------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING -0-
-------------------------------------------------------------
PERSON 10 SHARED DISPOSITIVE POWER
WITH 6,974,900 (See Item 5)
- -------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
6,974,900 (See Item 5)
- -------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
[_]
- -------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
51.1% (See Item 5)
- -------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
CO
===============================================================================
<PAGE>
- ----------------------- ------------------
CUSIP NO. 881005 10 2 13D Page 9 of 51 Pages
- ----------------------- ------------------
===============================================================================
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Minorco (U.S.A.) Inc.
EIN: 84-1137980
- -------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [_]
(b) [_]
- -------------------------------------------------------------------------------
3 SEC USE ONLY
- -------------------------------------------------------------------------------
4 SOURCE OF FUNDS*
- -------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(D) OR 2(E) [_]
- -------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Colorado
- -------------------------------------------------------------------------------
NUMBER OF 7 SOLE VOTING POWER
SHARES -0-
------------------------------------------------------------
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY -0- (See Item 5)
------------------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING -0-
-------------------------------------------------------------
PERSON 10 SHARED DISPOSITIVE POWER
WITH -0- (See Item 5)
- -------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
-0- (See Item 5)
- -------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
[_]
- -------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.0% (See Item 5)
- -------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
CO
===============================================================================
<PAGE>
Page 10 of 51 Pages
Item 1. Security and Issuer.
-------------------
This statement relates to Senior Preference Units of limited partnership
interests (the "Senior Units") of Terra Nitrogen Company, L.P., a Delaware
limited partnership ("TNCLP"), which has its principal executive offices at 5100
East Skelly Drive, Suite 800, Tulsa, Oklahoma 74135.
Item 2. Identity and Background.
-----------------------
(a) This Statement is being jointly filed by each of the following persons
pursuant to Rule 13d-(1)(f) promulgated by the Securities and Exchange
Commission pursuant to Section 13 of the Securities Exchange Act of 1934, as
amended (the "Act"): (i) Terra Nitrogen Corporation, a Delaware Corporation
("TNC"), by virtue of its direct beneficial ownership of Senior Units; (ii)
Terra Capital, Inc., a Delaware corporation ("Terra Capital"), by virtue of its
direct beneficial ownership of Senior Units and by virtue of its ownership of
all the outstanding common stock of TNC; (iii) Terra Capital Holdings, Inc., a
Delaware corporation ("Terra Holdings"), by virtue of its ownership of all the
outstanding common stock of Terra Capital; (iv) Terra Industries Inc., a
Maryland corporation ("Terra"), by virtue of its ownership of all the
outstanding common stock of Terra Holdings; (v) Minorco (U.S.A.) Inc., a
Colorado corporation ("Minorco USA"), by virtue of its former ownership of
37,160,725 shares of the outstanding common stock of Terra; (vi) Taurus
Investments S.A., a company incorporated under the laws of Luxembourg ("Taurus
Investments"), by virtue of its ownership of 7.16% of the outstanding common
stock of Terra; (vii) Taurus International S.A., a company incorporated under
the laws of Luxembourg ("Taurus International"), by virtue of its direct
ownership of 49.29% of the outstanding common stock of Terra and its ownership
of all the outstanding common stock of Taurus Investments; and (viii) Minorco, a
company incorporated under the laws of Luxembourg ("Minorco"), by virtue of its
ownership of all the outstanding common stock of each of Minorco USA, Taurus
International and Taurus Investments (Terra Capital, Terra Holdings, Terra,
Minorco USA, Taurus International, Taurus Investments and Minorco are
collectively referred to herein as the "Reporting Persons"). Certain information
required by this Item 2 concerning the directors and executive officers of the
Reporting Persons, each person in control of each Reporting Person and the
directors and executive officers of the person ultimately in control of the
Reporting Persons is set forth on Annex A attached hereto, which is incorporated
herein by reference.
The Reporting Persons may be deemed to constitute a "group" for purposes of
Section 13(d)(3) of the Act. The Reporting Persons expressly disclaim that they
have agreed to act as a group other than as described in this Statement.
(b) The address of the principal business and principal office of TNC is
5100 East Skelly Drive, Suite 800, Tulsa, Oklahoma 74135. The address of the
principal business and principal office of each of Terra Capital, Terra Holdings
and Terra is Terra Centre, 600 Fourth Street, P.O. Box 6000, Sioux City, Iowa
51102-6000. The address of the principal business and principal office of
Minorco USA is 30 Rockefeller Plaza, Suite 4212, New York, New York 10112. The
address of the principal business and principal office of each of Taurus
International, Taurus Investments and Minorco is 9 rue Sainte Zithe, L-2763
Luxembourg City, Grand Duchy of Luxembourg.
(c) TNC is the General Partner of TNCLP. Terra Capital is primarily a
holding company which holds the stock of significant operating subsidiaries of
Terra other than Terra Holdings. Terra Holdings is a holding company which
holds the stock of Terra Capital. Terra is a holding company which holds the
stock of Terra Holdings and certain other subsidiaries. Minorco USA is involved
in mining and natural resource-related activities in North America. Taurus
International and Taurus Investments are holding companies which hold the stock
of certain subsidiaries of Minorco. Minorco is an international natural
resources company with operations in gold, base metals, industrial minerals,
paper and packaging and agribusiness.
<PAGE>
Page 11 of 51 Pages
(d) During the last five years, none of the Reporting Persons nor, to the
best knowledge of the Reporting Persons, any of the persons named in Annex A to
this Statement, has been convicted in a criminal proceeding (excluding traffic
violations or similar misdemeanors).
(e) During the last five years, none of the Reporting Persons nor, to the
best knowledge of the Reporting Persons, any of the persons named in Annex A to
this Statement, was a party to a civil proceeding of a judicial or
administrative body of competent jurisdiction as a result of which any such
person was or is subject to a judgment, decree or final order enjoining future
violations of, or prohibiting or mandating activities subject to, federal or
state securities laws or finding any violation with respect to such laws.
(f) Except as otherwise indicated on Annex A, all persons named in Annex A
to this Statement are citizens of the United States.
Item 3. Source and Amount of Funds or Other Consideration.
-------------------------------------------------
On March 27, 1995, Terra offered to acquire by merger all of the
outstanding Senior Units of TNCLP for $30.00 per Senior Unit (less the amount of
any distributions declared per Senior Unit in excess of $0.66 per Senior Unit
for the quarter ended March 31, 1995). Terra and an independent committee of
the Board of Directors of TNC, the general partner of TNCLP and a wholly owned
subsidiary of Terra Capital (TNC is sometimes hereinafter referred to as the
"General Partner"), designated to represent the holders of the Senior Units were
unable to reach an agreement on price and, on May 11, 1995, Terra withdrew its
offer.
On May 11, 1995, the Board of Directors of Terra approved an open market
purchase program pursuant to which Terra and its subsidiaries could purchase up
to five million Senior Units from time to time at prices and in quantities
determined by Terra's management. On June 22, 1995, Terra sold $200,000,000
principal amount of its 10 1/2% Senior Notes due 2005 (the "Offering"). The net
proceeds of the Offering were available to finance purchases of Senior Units
through December 31, 1995. Under the terms of Terra's bank credit agreement
(the "Credit Agreement"), on or prior to December 31, 1995, Terra must apply the
net proceeds of the Offering less the amount, if any, used to purchase Senior
Units to reduce term loans under the Credit Agreement. On September 1, 1995
Terra applied the net proceeds of the Offering less the amount used to purchase
Senior Units to reduce such term loans consistent with Terra's announcement in
early August 1995. Any further purchases of Senior Units in the open market
will be financed with available cash or other financing which might be available
(see Item 4).
As of September 23, 1996, Terra Capital has acquired 974,900 Senior Units
for an aggregate purchase price of $29,014,512.50 plus commissions and expenses.
The source of the funds used to make the above referenced purchases were the net
proceeds of the Offering. Certain information concerning the transactions
pursuant to which Terra Capital acquired Senior Units is set forth on Annex B
attached hereto, which is incorporated herein by reference.
Pursuant to TNCLP's Agreement of Limited Partnership, the 6,000,000
outstanding junior preference units of TNCLP limited partnership interests
("Junior Units") automatically converted into 6,000,000 Senior Units on December
31, 1995. TNC owned all of the Junior Units on the date of conversion to Senior
Units.
Item 4. Purpose of Transaction.
----------------------
Terra Capital acquired the Senior Units in connection with Terra's open
market purchase plan (see Item 3). As of the date hereof, Terra Capital is the
direct beneficial owner of 974,900 Senior Units (see Item 5). Depending on
market conditions and other factors, including availability of funds,
alternative uses of funds and general economic conditions, Terra and its
subsidiaries may from time to time purchase
<PAGE>
Page 12 of 51 Pages
additional securities of TNCLP pursuant to open market purchases, merger, tender
offer or otherwise or dispose of all or a portion of its investment in TNCLP.
All of the Junior Units automatically converted into Senior Units on
December 31, 1995 (see Item 3). As of the date hereof, TNC is the direct
beneficial owner of 6,000,000 Senior Units as a result of such conversion. TNC
does not beneficially own any other Senior Units. Pursuant to TNCLP's Agreement
of Limited Partnership, all of the Senior Units will be convertible into common
units of TNCLP limited partnership interests ("Common Units") no sooner than
December 31, 1996. If Senior Units are converted, TNCLP's Agreement of Limited
Partnership provides that TNCLP must attempt to list the Common Units on either
the American Stock Exchange or the New York Stock Exchange. Furthermore, if
substantially all of the Senior Units are converted, the Senior Units will be
delisted from the New York Stock Exchange and TNCLP will no longer be subject to
the reporting requirements of the Securities Exchange Act of 1934 with respect
to the Senior Units. TNC owns all of the outstanding 5,172,414 Common Units.
TNCLP's Agreement of Limited Partnership also provides that TNCLP has the right
to redeem outstanding Senior Units after December 31, 1995 if Terra has acquired
approximately 4,300,000 Senior Units of the 7,636,364 Senior Units which were
outstanding prior to the conversion of Junior Units and after March 31, 1997 if
Terra has acquired approximately 2,900,000 Senior Units of the 7,636,364 Senior
Units which were outstanding prior to the conversion of Junior Units. Although
Terra reserves the right to consider in the future whether to acquire all of the
Senior Units, it does not have any present plan or intention of doing so.
Under the terms of TNCLP's Agreement of Limited Partnership, TNC, as the
General Partner, has exclusive authority to manage the business and operations
of TNCLP. As sole stockholder of TNC, Terra has the power to elect the TNC
board of directors and therefore may be deemed to effectively control the
management of TNC. Although Terra may change the directors and management of
TNC in the future, it does not have any present intention or plan of doing so.
Except as described in Item 3 or this Item 4, none of the Reporting
Persons, nor, to the best knowledge of the Reporting Persons, any of the persons
named in Annex A to this Statement, has formulated any plans or proposals which
relate to or would result in: (a) the acquisition by any person of additional
securities of TNCLP, or the disposition of securities of TNCLP; (b) an
extraordinary corporate transaction, such as a merger, reorganization or
liquidation, involving TNCLP or any of its subsidiaries; (c) a sale or transfer
of a material amount of assets of TNCLP or any of its subsidiaries; (d) any
change in the present Board of Directors or management of the General Partner,
including any plans or proposals to change the number or term of directors or to
fill any existing vacancies on the Board; (e) any material change in the present
capitalization or distribution policy of TNCLP; (f) any other material change in
TNCLP's business or corporate structure; (g) any changes in TNCLP's Certificate
of Limited Partnership or Agreement of Limited Partnership or other actions
which may impede the acquisition of control of TNCLP by any person; (h) causing
a class of securities of TNCLP to be delisted from a national securities
exchange or to cease to be authorized to be quoted in an interdealer quotation
system of a registered national securities association; (i) causing a class of
equity securities of TNCLP to become eligible for termination of registration
pursuant to Section 12(g)(4) of the Act; or (j) any action similar to those
enumerated above.
Item 5. Interest in Securities of the Issuer.
------------------------------------
(a) TNC is the beneficial owner of 6,000,000 Senior Units, which in the
aggregate represents approximately 44.0% of the outstanding Senior Units. Terra
Capital is the direct beneficial owner of 974,900 Senior Units and, by virtue of
its ownership of all the outstanding common stock of TNC, may be deemed to
possess indirect beneficial ownership of the Senior Units beneficially owned by
TNC, which in the aggregate represents approximately 51.1% of the outstanding
Senior Units. The percentage calculated in this Item 5 is based upon 13,636,364
Senior Units outstanding as of August 1, 1996, as disclosed in TNCLP's Quarterly
Report on Form 10-Q for the fiscal quarter ended June 30, 1996.
<PAGE>
Page 13 of 51 Pages
By virtue of its ownership of all the outstanding common stock of Terra
Capital, Terra Holdings may be deemed to possess indirect beneficial ownership
of the Senior Units beneficially owned by TNC and Terra Capital. By virtue of
its ownership of all the outstanding common stock of Terra Holdings, Terra may
be deemed to possess indirect beneficial ownership of the Senior Units
beneficially owned by TNC and Terra Capital. By virtue of its ownership of all
the outstanding common stock of each of Taurus International and Taurus
Investments (which own 49.29% and 7.16% of Terra's common stock, respectively),
Minorco may be deemed to possess indirect beneficial ownership of the Senior
Units beneficially owned by TNC and Terra Capital. The filing of this Statement
shall not be construed as an admission by any Reporting Person that, for the
purpose of Section 13(d) or 13(g) of the Act, such Reporting Person is the
beneficial owner of any securities covered by this Statement other than
securities owned of record by such Reporting Person.
Except as indicated in this Item 5 or as set forth below, neither the
Reporting Persons nor, to the best knowledge of the Reporting Persons, any of
the persons named in Annex A to this Statement owns beneficially, or has any
right to acquire, directly or indirectly, any Senior Units. Certain of the
persons named in Annex A to this Statement beneficially own Senior Units in the
amounts set forth next to their names in Annex A.
(b) TNC has the power to vote or direct the vote and the power to dispose
of or direct the disposition of the 6,000,000 Senior Units beneficially owned by
TNC. Terra Capital has the power to vote or direct the vote and the power to
dispose of or direct the disposition of the 974,900 Senior Units beneficially
owned by Terra Capital.
By virtue of its ownership of all the outstanding common stock of TNC,
Terra Capital may be deemed to possess indirect beneficial ownership of the
Senior Units beneficially owned by TNC and may be deemed to possess the power to
vote or direct the vote and the power to dispose of or direct the disposition of
the Senior Units beneficially owned by TNC. By virtue of its ownership of all
the outstanding common stock of Terra Capital, Terra Holdings may be deemed to
possess indirect beneficial ownership of the Senior Units beneficially owned by
TNC and Terra Capital and may be deemed to possess the power to vote or direct
the vote and the power to dispose of or direct the disposition of the Senior
Units beneficially owned by TNC and Terra Capital. By virtue of its ownership
of all the outstanding common stock of Terra Holdings, Terra may be deemed to
possess indirect beneficial ownership of the Senior Units beneficially owned by
TNC and Terra Capital and may be deemed to possess the power to vote or direct
the vote and the power to dispose of or direct the disposition of the Senior
Units beneficially owned by TNC and Terra Capital. By virtue of its ownership
of all the outstanding capital stock of Taurus International and Taurus
Investments (which own 49.29% and 7.16% of Terra's common stock, respectively),
Minorco may be deemed to possess indirect beneficial ownership of the Senior
Units beneficially owned by TNC and Terra Capital and may be deemed to possess
the power to vote or direct the vote and the power to dispose of or direct the
disposition of the Senior Units beneficially owned by TNC and Terra Capital.
The filing of this Statement shall not be construed as an admission by any
Reporting Person that, for the purpose of Section 13(d) or 13(g) of the Act,
such Reporting Person is the beneficial owner of any securities covered by this
Statement other than securities owned of record by such Reporting Person.
(c) Except as indicated in Item 3 above, neither the Reporting Persons
nor, to the best knowledge of the Reporting Persons, any of the persons named in
Annex A to this Statement, has effected a transaction in Senior Units during the
past 60 days.
(d) No person other than the Reporting Persons has the right to receive or
the power to direct the receipt of distributions from, or the proceeds from the
sale of, the Senior Units beneficially owned by TNC and Terra Capital.
<PAGE>
Page 14 of 51 Pages
(e) On September 23, 1996, Minorco USA sold 37,160,725 shares of Terra
common stock to Minorco, which transferred such shares to Taurus International.
As a result of such transaction, Minorco USA ceased to be the beneficial owner
of more than five percent of the outstanding Senior Units.
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect
to Securities of the Issuer.
----------------------------------------------------------------------
Except as otherwise set forth in this Statement, to the best knowledge of
the Reporting Persons, no contracts, arrangements, understandings or
relationships (legal or otherwise) exist among the persons named in Item 2 or
between such persons and any other person with respect to any securities of
TNCLP, including but not limited to transfer or voting of any of the securities,
finder's fees, joint ventures, loan or option arrangements, puts or calls,
guarantees of profits, division of profits or loss, or the giving or withholding
of proxies.
Item 7. Material to be Filed as Exhibits.
--------------------------------
Exhibit A -- Agreement Re Joint Filing of Schedule 13D
<PAGE>
Page 15 of 51 Pages
SIGNATURE
After reasonable inquiry and to the best of our knowledge and belief, the
undersigned certifies that the information set forth in this Statement is true,
complete and correct.
Date: October 1, 1996
TERRA NITROGEN CORPORATION
By /s/ George H. Valentine
Its Vice President and General Counsel
<PAGE>
Page 16 of 51 Pages
SIGNATURE
After reasonable inquiry and to the best of our knowledge and belief, the
undersigned certifies that the information set forth in this Statement is true,
complete and correct.
Date: October 1, 1996
TERRA CAPITAL, INC.
By /s/ George H. Valentine
Its Vice President and Corporate
Secretary
<PAGE>
Page 17 of 51 Pages
SIGNATURE
After reasonable inquiry and to the best of our knowledge and belief, the
undersigned certifies that the information set forth in this Statement is true,
complete and correct.
Date: October 1, 1996
TERRA CAPITAL HOLDINGS, INC.
By /s/ George H. Valentine
Its Vice President and Corporate
Secretary
<PAGE>
Page 18 of 51 Pages
SIGNATURE
After reasonable inquiry and to the best of our knowledge and belief, the
undersigned certifies that the information set forth in this Statement is true,
complete and correct.
Date: October 1, 1996
TERRA INDUSTRIES INC.
By /s/ George H. Valentine
Its Senior Vice President, General
Counsel and Corporate Secretary
<PAGE>
Page 19 of 51 Pages
SIGNATURE
After reasonable inquiry and to the best of our knowledge and belief, the
undersigned certifies that the information set forth in this Statement is true,
complete and correct.
Date: October 1, 1996
MINORCO (U.S.A.) INC.
By /s/ Ben Keisler
Its Vice President, General Counsel and
Secretary
<PAGE>
Page 20 of 51 Pages
SIGNATURE
After reasonable inquiry and to the best of our knowledge and belief, the
undersigned certifies that the information set forth in this Statement is true,
complete and correct.
Date: October 1, 1996
TAURUS INVESTMENTS S.A.
By /s/ Nick Jordon
Its Secretary
<PAGE>
Page 21 of 51 Pages
SIGNATURE
After reasonable inquiry and to the best of our knowledge and belief,
the undersigned certifies that the information set forth in this Statement is
true, complete and correct.
Date: October 1, 1996
TAURUS INTERNATIONAL S.A.
By /s/ Nick Jordon
Its Secretary
<PAGE>
Page 22 of 51 Pages
SIGNATURE
After reasonable inquiry and to the best of our knowledge and belief,
the undersigned certifies that the information set forth in this Statement is
true, complete and correct.
Date: October 1, 1996
MINORCO
By /s/ Nick Jordon
Its Secretary
<PAGE>
Page 23 of 51 Pages
ANNEX A
I. The following table sets forth certain information concerning each of the
Directors and Officers of TNC.
Name: Lawrence S. Hlobik (Director, President)
Citizenship: United States of America
Business Address: 5100 E. Skelly Drive, Suite 800
Tulsa, Oklahoma 74135-6565
Principal Occupation: Director, Chairman of the Board of Directors, President
TNC
Name: Francis G. Meyer (Director, Vice President)
Citizenship: United States of America
Business Address: Terra Centre, 600 Fourth Street, P.O. Box 6000
Sioux City, Iowa 51102-6000
Principal Occupation: Senior Vice President and Chief Financial Officer,
Terra
Name: George H. Valentine (Director, Vice President and
General Counsel)
Citizenship: United States of America
Business Address: Terra Centre, 600 Fourth Street, P.O. Box 6000
Sioux City, Iowa 51102-6000
Principal Occupation: Senior Vice President, General Counsel and Corporate
Secretary, Terra
Name: Robert E. Thompson (Vice President)
Citizenship: United States of America
Business Address: Terra Centre, 600 Fourth Street, P.O. Box 6000
Sioux City, Iowa 51102-6000
Principal Occupation: Vice President, Controller, Terra
Name: W. Mark Rosenbury (Director)
Citizenship: United States of America
Business Address: Terra Centre, 600 Fourth Street, P.O. Box 6000
Sioux City, Iowa 51102-6000
Principal Occupation: Vice President, Business Development and Strategic
Planning, Terra
Name: Michael L. Bennett (Director)
Citizenship: United States of America
Business Address: Terra Centre, 600 Fourth Street, P.O. Box 6000
Sioux City, Iowa 51102-6000
Principal Occupation: Senior Vice President, Terra and President, Terra
Distribution Division
<PAGE>
Page 24 of 51 Pages
Name: Thomas Buck (Director)
Citizenship: United States of America
Business Address: 55500 Country Club
South Bend, Indiana 46619
Principal Occupation: Partner (retired) Price Waterhouse LLP
Name: Robert W. Todd (Director)
Citizenship: United States of America
Business Address: 1013 A Buckingham Drive
Lakehurst, New Jersey 08733
Principal Occupation: Vice President, Chemical Industry Services (retired)
Citibank N.A.
Name: Steven A. Savage (Senior Vice President, Manufacturing)
Beneficially owns 4,000 Senior Units
Citizenship: United States of America
Business Address: 5100 E. Skelly Drive, Suite 800
Tulsa, Oklahoma 74135-6565
Principal Occupation: Senior Vice President, Manufacturing, TNC
Name: H. Mike Drissell (Vice President, Sales)
Citizenship: United States of America
Business Address: 5100 E. Skelly Drive, Suite 800
Tulsa, Oklahoma 74135-6565
Principal Occupation: Vice President, Sales, TNC
Name: Erik L. Slockers (Vice President, Controller &
Assistant Secretary)
Beneficially owns 1,800 Senior Units
Citizenship: United States of America
Business Address: 5100 E. Skelly Drive, Suite 800
Tulsa, Oklahoma 74135-6565
Principal Occupation: Vice President, Controller & Assistant Secretary,
TNC
Name: Charles J. Pero (Vice President, Human Resources)
Beneficially owns 750 Senior Units
Citizenship: United States of America
Business Address: 5100 E. Skelly Drive, Suite 800
Tulsa, Oklahoma 74135-6565
Principal Occupation: Vice President, Human Resources, TNC
Name: Scott C. Shelton (Vice President, Energy)
Citizenship: United States of America
Business Address: 5100 E. Skelly Drive, Suite 800
Tulsa, Oklahoma 74135-6565
Principal Occupation: Vice President, Energy, TNC
<PAGE>
Page 25 of 51 Pages
II. The following table sets forth certain information concerning each of the
Directors and Officers of Terra Capital.
The following list sets forth the names of certain Directors and
Officers of Terra Capital and the sections of this Annex A in which other
information concerning them is set out, to which sections reference is hereby
made:
Francis G. Meyer (Director, Vice President SECTION I
and Treasurer)
George H. Valentine (Director, Vice President SECTION I
and Corporate Secretary)
Robert E. Thompson (Vice President) SECTION I
Name: Burton M. Joyce (Director, President)
Citizenship: United States of America
Business Address: Terra Centre, 600 Fourth Street, P.O. Box 6000
Sioux City, Iowa 51102-6000
Principal Occupation: Director, President, Chief Executive Officer, Terra
<PAGE>
Page 26 of 51 Pages
III. The following table sets forth certain information concerning each of
the Directors and Officers of Terra Holdings.
The following list sets forth the names of certain Directors and
Officers of Terra Holdings and the sections of this Annex A in which other
information concerning them is set out, to which sections reference is hereby
made:
Burton M. Joyce (Director, President) SECTION II
Francis G. Meyer (Director, Vice President SECTION I
and Treasurer)
George H. Valentine (Director, Vice President SECTION I
and Corporate Secretary)
<PAGE>
Page 27 of 51 Pages
IV. The following table sets forth certain information concerning each of
the Directors and Officers of Terra.
The following list sets forth the names of certain Directors and
Officers of Terra and the sections of this Annex A in which other information
concerning them is set out, to which sections reference is hereby made:
Michael L. Bennett (Senior Vice President) SECTION I
Lawrence S. Hlobik (Senior Vice President) SECTION I
Burton M. Joyce (Director, President and SECTION II
Chief Executive Officer)
Francis G. Meyer (Senior Vice President and SECTION I
Chief Financial Officer)
W. Mark Rosenbury (Director, Vice President, SECTION I
Business Development and
Strategic Planning)
Robert E. Thompson (Vice President, Controller) SECTION I
George H. Valentine (Senior Vice President, General SECTION I
Counsel and Corporate Secretary)
Name: William R. Loomis, Jr. (Chairman and Director)
Citizenship: United States of America
Business Address: 30 Rockefeller Center
New York, New York 10020
Principal Occupation: Managing Director, Lazard Freres & Co. LLC
Name: Edward G. Beimfohr (Director)
Citizenship: United States of America
Business Address: 320 Park Avenue
New York, New York 10022-6815
Principal Occupation: Partner, Lane & Mittendorf (Law Firm)
Director, Minorco
Name: Carol L. Brookins (Director)
Citizenship: United States of America
Business Address: 1150 18th Street, N.W., Suite 275
Washington, D.C. 20036
Principal Occupation: Founder, Chairman and Chief Executive Officer,
World Perspectives, Incorporated
<PAGE>
Page 28 of 51 Pages
Name: Edward M. Carson (Director)
Citizenship: United States of America
Business Address: 707 Wilshire Boulevard, 7th Floor, MAC 2818-078
Los Angeles, CA 90071
Principal Occupation: Retired Chairman and Chief Executive Officer, First
Interstate Bancorp
Name: David E. Fisher (Director)
Citizenship: British
Business Address: 9 rue Sainte Zithe
L-2763 Luxembourg City, Luxembourg
Principal Occupation: Finance Director, Minorco
Name: Basil T.A. Hone (Director)
Citizenship: British
Business Address: 18 King Street
Oldwick, New Jersey 08858
Principal Occupation: Retired Vice President, Metal Division of Union Carbide
Corporation
Name: Anthony W. Lea (Director)
Citizenship: South African
Business Address: 40 Holborn Viaduct
London, England EC1N 2PQ
Principal Occupation: Executive Director, Minorco
Name: Henry R. Slack (Director)
Citizenship: United States of America
Business Address: 40 Holborn Viaduct
London, England EC1N 2PQ
Principal Occupation: President and Chief Executive, Minorco
Name: John R. Norton III (Director)
Citizenship: United States of America
Business Address: 3200 East Camelback Road, Suite 389
Phoenix, Arizona 85018-2328
Principal Occupation: Chairman and Chief Executive Officer, J. R. Norton
Company
<PAGE>
Page 29 of 51 Pages
Name: John S. Burchfield (Vice President, Human Resources)
Citizenship: United States of America
Business Address: Terra Centre, 600 Fourth Street, P.O. Box 6000
Sioux City, Iowa 51102-6000
Principal Occupation: Vice President, Human Resources, Terra
Name: Paula C. Norton (Vice President, Corporate and Investor
Relations)
Citizenship: United States of America
Business Address: Terra Centre, 600 Fourth Street, P.O. Box 6000
Sioux City, Iowa 51102-6000
Principal Occupation: Vice President, Corporate and Investor Relations
<PAGE>
Page 30 of 51 Pages
V. Information with Respect to Persons in Control of Reporting Persons
The capital stock of Minorco is owned in part as follows: approximately
45.6%, directly or through subsidiaries, by Anglo American Corporation of South
Africa Limited ("AAC" or "Anglo American") which is a publicly held mining and
finance company and approximately 22.5%, directly or through subsidiaries, by De
Beers Centenary AG ("Centenary"), a publicly held Swiss diamond mining and
investment company. Approximately 38.4% of the capital stock of Anglo American
is owned, directly or through subsidiaries, by De Beers Consolidated Mines
Limited ("De Beers"), a publicly held diamond mining and investment company.
Approximately 29.4% of the capital stock of Centenary and approximately 32.5% of
the capital stock of De Beers is owned, directly or through subsidiaries, by
Anglo American. De Beers owns approximately 9.5% of Centenary. The address of
the principal business and principal office of AAC is 44 Main Street,
Johannesburg, South Africa. The address of the principal business and principal
office of Centenary is Langensandstrasse, CH 6000, Lucerne, Switzerland. The
address of the principal business and principal office of De Beers is 36
Stockdale Street, Kimberley 8301, South Africa.
Mr. Nicholas F. Oppenheimer, Deputy Chairman and a director of Anglo
American, Centenary and De Beers and a director of Minorco, and Mr. Henry R.
Slack, a director of Terra and Minorco U.S.A., Chief Executive, President and a
director of Minorco and a director of Anglo American, have indirect partial
interests in approximately 7% of the outstanding shares of Minorco and
approximately 8% of the outstanding shares of Anglo American. Also, Messrs.
Basil T.A. Hone and Reuben F. Richards beneficially own respectively 3,350 and
1,000 Minorco Ordinary Shares, and Mr. Hone beneficially owns 1,000 Anglo
American Ordinary Shares, each constituting less than one percent of the
outstanding shares of the respective issuers.
<PAGE>
Page 31 of 51 Pages
VI. The following table sets forth certain information concerning each of the
Directors and other Officers of Minorco USA.
The following list sets forth the names of certain Directors and Executive
Officers of Minorco USA and the sections of this Annex "A" in which other
information concerning them is set out, to which sections reference is hereby
made:
E. G. BEIMFOHR (Director) SECTION IV
D. E. FISHER (Director) SECTION IV
A. W. LEA (Director) SECTION IV
W. R. LOOMIS (Director, Chairman) SECTION IV
H. R. SLACK (Director) SECTION IV
Name: J. J. Ellis (Director and Vice President)
Citizenship: Canada
Business Address: 1053 Idaho Street
Elko, Nevada 89801
Principal Occupation: Chairman and Chief Executive Officer,
Independence Mining Company Inc. (Gold
mining)
Name: B. L. Keisler (Director, Vice President,
General Counsel and Secretary)
Citizenship: United States of America
Business Address: 30 Rockefeller Plaza, Suite 4212
New York, New York 10112
Principal Occupation: Director, Vice President, General Counsel
and Secretary, Minorco USA
Name: M. B. Smith (Treasurer and Group Controller)
Citizenship: United States of America
Business Address: 30 Rockefeller Plaza, Suite 4212
New York, New York 10112
Principal Occupation: Treasurer and Group Controller, Minorco USA
Name: G. J. Leinsdorf (Vice President)
Citizenship: United States of America
Business Address: 250 Park Avenue, 19th Floor
New York, New York 10177
Principal Occupation: Director and President, Minorco (U.S.A.)
Marketing Corporation (Metal sales), Vice
President, Marketing, Minorco USA
<PAGE>
Page 32 of 51 Pages
VII. The following table sets forth certain information concerning each of the
Directors and other Officers of Minorco.
The following list sets forth the names of certain Directors and Executive
Officers of Minorco and the sections of this Annex "A" in which other
information concerning them is set out, to which sections reference is hereby
made:
E. G. BEIMFOHR (Director) SECTION IV
D. E. FISHER (Finance Director) SECTION IV
A. W. LEA (Executive Director) SECTION IV
W. R. LOOMIS (Executive Director) SECTION IV
H. R SLACK (Director, President and
Chief Executive Officer) SECTION IV
Name: J. Ogilvie Thompson (Director and Chairman)
Citizenship: South African
Business Address: 44 Main Street, Johannesburg, 2001,
Republic of South Africa
Principal Occupation: Chairman, Minorco, De Beers Consolidated Mines
Limited ("DeBeers"), De Beers Centenary AG
("Centenary"), Executive Director and Chairman,
Anglo American Corporation of South Africa Limited
("AAC") , Director, Anglo American Gold Investment
Company Limited ("Amgold") (gold investment
company)
Name: J. R. de Aragao Bozano (Director)
Citizenship: Brazilian
Business Address: Banco Bozano Simonsen S. A., 138
Avenida Rio Branco, Rio de Janeiro, Brazil
Principal Occupation: Chairman of the Board, Banco Bozano Simonsen de
Investimento S. A. (Merchant bank) and Chairman of
the Board, Cia. Bozano Simonsen Comercio e
Industria S. A. (Commercial Bank)
Name: P. C. D. Burnell (Director)
Citizenship: British
Business Address: 40 Holborn Viaduct
London, England EC1N 2PQ
Principal Occupation: Executive Director, Minorco
<PAGE>
Page 33 of 51 Pages
Name: C. A. Crocker (Director)
Citizenship: United States of America
Business Address: Georgetown University
School of Foreign Service
Intercultural Centre
Room 813
Washington D.C. 20057
Principal Occupation: Research Professor of Diplomacy
Name: Viscount Etienne Davignon (Director)
Citizenship: Belgian
Business Address: 30 Rue Royale, B-1000
Brussels, Belgium
Principal Occupation: Chairman, Societe Generale de Belgique (Bank)
Name: E. P. Gush (Director)
Citizenship: South African
Business Address: 44 Main Street, Johannesburg, 2001
Republic of South Africa
Principal Occupation: Executive Director and Deputy Chairman, AAC,
Director, De Beers and Centenary
Name: M. W. King (Director)
Citizenship: South African
Business Address: 44 Main Street, Johannesburg, 2001
Republic of South Africa
Principal Occupation: Executive Director and Finance Division Head, AAC
Name: J. E. Oppenheimer (Director)
Citizenship: German & Brazilian
Business Address: Av Pedro de Valdivia 295
Santiago, Chile
Principal Occupation: Director and Executive Vice President and Director
of Empresa Minera de Mantos Blancos S.A. (Producer
of copper & silver)
Name: N. F. Oppenheimer (Director)
Citizenship: South African
Business Address: 44 Main Street, Johannesburg, 2001
Republic of South Africa
Principal Occupation: Director and Deputy Chairman, De Beers, Centenary,
Deputy Chairman and Executive Director, AAC,
Chairman, Amgold
<PAGE>
Page 34 of 51 Pages
Name: G. W. H. Rellv (Director)
Citizenship: South African
Business Address: 44 Main Street, Johannesburg, 2001,
Republic of South Africa
Principal Occupation: Executive Director, AAC; Director, De Beers
& Centenary
Name: R. F. Richards (Director)
Citizenship: United States of America
Business Address: 250 Park Avenue
New York, NY 10177
U.S.A.
Principal Occupation: Retired
Name: C. E. Ritchie (Director)
Citizenship: Canadian
Business Address: 44 King Street West
Toronto, Ontario M5H 1E2
Principal Occupation: Corporate Director, Bank of Nova Scotia
(Commercial bank)
Name: H-J. Schreiber (Director)
Citizenship: German
Business Address: Bestor Investers Ltd.
10, Collyer Quay
11-01, Ocean Bldg.
Singapore 0104
Principal Occupation: Chairman, Bestor Investers Pte. Ltd. (Consulting
firm)
Name: O. R. Smith (Director)
Citizenship: United States of America
Business Address: 101 Wood Avenue
Iselin, New Jersey 08830-0770, U.S.A.
Principal Occupation: Chairman and Chief Executive Officer of Engelhard
Corporation
Name: T C. A. Wadeson (Director)
Citizenship: British
Business Address: 44 Main Street, Johannesburg, 2001,
Republic of South Africa
Principal Occupation: Group Technical Director, AAC
Name: P. S. Wilmot-Sitwell (Director)
Citizenship: British
Business Address: 40 Holborn Viaduct
London, England EC 1C1N 2PQ
Principal Occupation: Chairman, Mercury World Mining Trust
<PAGE>
Page 35 of 51 Pages
Name: G. S. Young (Executive Director)
Citizenship: South African
Business Address: Praca de Republica, 497-8 andar,
01045 - San Paulo - SP, Brazil
Principal Occupation: Executive Director, Minorco
Name: N. Jordan (Secretary)
Citizenship: British
Business Address: 9 rue Sainte Zithe
L-2763 Luxembourg City, Luxembourg
Principal Occupation: Secretary, Minorco
Name: R.A. Aston (Controller)
Citizenship: British
Business Address: 9 rue Sainte Zithe
L-2763 Luxembourg City, Luxembourg
Principal Occupation: Controller, Minorco
Name: A. R. Attwood (Treasurer)
Citizenship: British
Business Address: 9 rue Sainte Zithe
L-2763 Luxembourg City, Luxembourg
Principal Occupation: Treasurer, Minorco
Name: D. A. Turner (Vice President, Financial Planning)
Citizenship: British
Business Address: 9 Rue Sainte Zithe
L-2763 Luxembourg City, Luxembourg
Principal Occupation: Vice President, Financial Planning, Minorco
Name: M. J. Gordon (Senior Vice President,
Corporate Finance)
Citizenship: British
Business Address: 40 Holborn Viaduct
London, England EC1N 2PQ
Principal Occupation: Senior Vice President, Corporate Finance, Minorco
Name: R. S. Robertson (Senior Vice President)
Citizenship: British
Business Address: 40 Holborn Viaduct
London, England EC1N 2PQ
Principal Occupation: Senior Vice President, Minorco and Alternate
Director
AAC
<PAGE>
Page 36 of 51 Pages
VIII. The following table sets forth certain information concerning each of the
Directors and Officers of Taurus Investments.
The following list sets forth the names of certain Directors and Officers of
Taurus and the sections of this Annex "A" in which other information concerning
them is set out, to which sections reference is hereby made:
D.E. FISHER (Director) SECTION IV
N. JORDAN (Director and Secretary) SECTION VII
A.W. LEA (Director) SECTION IV
D.A. TURNER (Director) SECTION VII
<PAGE>
Page 37 of 51 Pages
IX. The following table sets forth certain information concerning each of the
Directors and Officers of Taurus International.
The following list sets forth the names of certain Directors and Officers of
Taurus International and the sections of this Annex "A" in which other
information concerning them is set out, to which sections reference is hereby
made:
D. E. FISHER (Director) SECTION IV
N. JORDAN (Director and Secretary) SECTION VII
D. A. TURNER (Director) SECTION VII
<PAGE>
Page 38 of 51 Pages
X. The following table sets forth certain information concerning each of the
Executive Directors, Directors, Alternate Directors and other Officers of AAC.
The following list sets forth the names of certain Executive Directors,
Directors, Alternate Directors and Officers of AAC and the sections of this
Annex "A" in which other information concerning them is set out, to which
sections reference is hereby made:
P. C. D. BURNELL (Director) SECTION VII
E. P. GUSH (Executive Director and
Deputy Chairman) SECTION VII
M. W. KING (Executive Director) SECTION VII
A. W. LEA (Director) SECTION IV
N. F. OPPENHEIMER (Deputy Chairman and
Executive Director) SECTION VII
G. W. H. RELLY (Executive Director) SECTION VII
R S. ROBERTSON (Alternate Director) SECTION VII
H. R. SLACK (Director) SECTION IV
J. OGILVIE THOMPSON (Chairman and Executive
Director) SECTION VII
T. C. A. WADESON (Group Technical Director) SECTION VII
G. S. YOUNG (Executive Director) SECTION VII
Name: B. Ainsley (Alternate Director)
Citizenship: British
Business Address 44 Main Street, Johannesburg, 2001,
Republic of South Africa
Principal Occupation: Alternate Director and Manager - Operations,
Diamond Services Division, AAC
Name: P. M. Baum (Alternate Director)
Citizenship: South African
Business Address: 44 Main Street, Johannesburg, 2001,
Republic of South Africa
Principal Occupation: Alternate Director and Secretary to Executive
Committee, AAC
Name: W. G. Boustred (Executive Director and
Deputy Chairman)
Citizenship: South African
Business Address: 44 Main Street, Johannesburg, 2001,
Republic of South Africa
Principal Occupation: Executive Director and Deputy Chairman, AAC,
Director and Chairman, Anglo American Industrial
Corporation Limited (Industrial holding company)
("Amic") and Director Anglo American Coal
Corporation Limited (Coal mining, treatment and
marketing company) ("Amcoal")
<PAGE>
Page 39 of 51 Pages
Name: L. Boyd (Executive Director)
Citizenship: South African
Business Address: 44 Main Street, Johannesburg, 2001,
Republic of South Africa
Principal Occupation: Executive Director and Deputy Chairman, AAC and
Director and Chairman, Amic
Name: H. M. Brown (Alternate Director)
Citizenship: South African
Business Address: 44 Main Street, Johannesburg, 2001,
Republic of South Africa
Principal Occupation: Alternate Director and Consulting Engineer,
AAC
Name: A. H. Calver (Alternate Director and Deputy
Technical Director)
Citizenship: British
Business Address: 44 Main Street, Johannesburg, 2001,
Republic of South Africa
Principal Occupation: Deputy Technical Director, Engineering
Name: J. W. Campbell (Executive Director)
Citizenship: British
Business Address: 44 Main Street, Johannesburg, 2001,
Republic of South Africa
Principal Occupation: Managing Director, De Beers Industrial Diamond
Division (Pty) Limited (Diamond trading company),
Director and Deputy Chairman, Amcoal
Name: G. A. Chalmers (Group Accountant)
Citizenship: South African
Business Address: 44 Main Street, Johannesburg, 2001,
Republic of South Africa
Principal Occupation: Group Accountant, AAC
Name: T. N. Chapman (Director)
Citizenship: South African
Business Address: Great Westerford, Rondebosch, 7700,
Republic of South Africa
Principal Occupation: Director, Chief Executive and Chairman of The
Southern Life Association Limited (Life insurance
company)
Name: R. M. Crawford (Alternate Director and Manager)
Citizenship: South African
Business Address: 44 Main Street, Johannesburg, 2001,
Republic of South Africa
Principal Occupation: Alternate Director and Manager, Diamond Services
Division, AAC and Director of De Beers
Consolidated
<PAGE>
Page 40 of 51 Pages
Mines Limited ("De Beers") and De Beers Centenary
AG ("Centenary")
Name: A. D. Deuchar (Executive Director and Deputy
Technical Director - Metallurgy)
Citizenship: Australian
Business Address: 44 Main Street, Johannesburg, 2001,
Republic of South Africa
Principal Occupation: Executive Director and Deputy Technical Director
Metallurgy, AAC
Name: J. F. Drysdale (Alternate Director and Manager)
Citizenship: British
Business Address: 44 Main Street, Johannesburg, 2001,
Republic of South Africa
Principal Occupation: Alternate Director
Name: R. Edwards (Alternate Director)
Citizenship: British
Business Address: 44 Main Street, Johannesburg, 2001,
Republic of South Africa
Principal Occupation: Alternate Director and Manager - Geology, Diamond
Services Division, AAC
Name: C. T. Elphick (Director)
Citizenship: South African
Business Address: 44 Main Street, Johannesburg, 2001,
Republic of South Africa
Principal Occupation: Director, AAC and Director, E. Oppenheimer & Son
(Pty) Ltd (Investment holding company)
Name: D. M. L. Farrv (Assistant Secretary)
Citizenship: South African
Business Address: 44 Main Street, Johannesburg, 2001,
Republic of South Africa
Principal Occupation: Assistant Secretary, AAC
Name: R. M. Godsell (Executive Director)
Citizenship: South African
Business Address: 44 Main Street, Johannesburg, 2001,
Republic of South Africa
Principal Occupation: Executive Director, AAC, Chairman and Chief
Executive, Gold and Uranium Division AAC and
Director, Amgold
Name: R. A. A. Gower (Alternate Director)
Citizenship: South African
<PAGE>
Page 41 of 51 Pages
Business Address: CDM Centre, 10 Bulow Street
Windhoek, 9000 Namibia
Principal Occupation: Alternate Director, AAC
Name: R. A. Hambro (Alternate Director)
Citizenship: British
Business Address: J O Hambro & Company, Ltd.
30 Queen Anne's Gate
London SW1H 9AL, England
Principal Occupation: Investment Bankers Director, J O Hambro & Company,
Limited (Investment banking firm)
Name: R. N. Hambro (Director)
Citizenship: British
Business Address: J O Hambro & Company, Ltd.
30 Queen Anne's Gate
London SW1H 9AL, England
Principal Occupation: Investment Bankers Director, J O Hambro & Company,
Limited (Investment banking firm)
Name: J. B. Hawthorne (Alternate Director and Deputy
Technical Director, Geology)
Citizenship: South African
Business Address: 44 Main Street, Johannesburg, 2001,
Republic of South Africa
Principal Occupation: Deputy Technical Director - Geology, AAC
<PAGE>
Page 42 of 51 Pages
Name: M. J. Henrey (Alternate Director)
Citizenship: South African
Business Address: 44 Main Street, Johannesburg, 2001,
Republic of South Africa
Principal Occupation: Director of E. Oppenheimer and Son (Pty) Limited
(Investment holding firm)
Name: G. M. Holford (Alternate Director)
Citizenship: South African
Business Address: 44 Main Street, Johannesburg, 2001,
Republic of South Africa
Principal Occupation: Finance Manager, Financial Management and
Consulting Services, AAC
Name: J. A . Holmes (Director)
Citizenship: British
Business Address: 44 Main Street, Johannesburg, 2001,
Republic of South Africa
Principal Occupation: Director, AAC
Name: K. M. Hosking (Alternate Director)
Citizenship: South African
Business Address: 44 Main Street, Johannesburg, 2001,
Republic of South Africa
Principal Occupation: Managing Director, Anglo American Farms Limited
(Farming company).
Name: J. C. L. Keswick (Director)
Citizenship: United Kingdom
Business Address: 41 Tower Hill
London EC3N 4HA, England
Principal Occupation: Director and Chairman Hambros Bank Limited,
Director De Beers Consolidated, Director, De Beers
and Centenary
Name: N. J. Keys (Alternate Director)
Citizenship: Australian
Business Address: 44 Main Street, Johannesburg, 2001,
Republic of South Africa
Principal Occupation: Projects Director, New Mining Business Division,
AAC
Name: R. P. Lander (Executive Director)
Citizenship: Zimbabwean
Business Address: 70 Samora Machel Avenue
Harare C.4, Zimbabwe
Principal Occupation: Chief Executive, Anglo American Corporation
Services Limited (Finance, investment and
administration company)
<PAGE>
Page 43 of 51 Pages
Name: G. G. L. Leissner (Alternate Director)
Citizenship: South African
Business Address: First Floor, 11 Diagonal Street,
Johannesburg, 2001,
Republic of South Africa
Principal Occupation: Managing Director, Anglo American Property
Services (Proprietary) Limited (Property
development and administration company); Director
and Chairman of Anglo American Properties Limited
(Property investment company)
Name: C. L. Maltby (Secretary)
Citizenship: South African
Business Address: 44 Main Street, Johannesburg, 2001,
Republic of South Africa
Principal Occupation: Secretary, AAC
Name: N. Mayer (Alternate Director)
Citizenship: South African
Business Address: 44 Main Street, Johannesburg, 2001,
Republic of South Africa
Principal Occupation: Managing Director, Gold and Uranium Division, AAC
Name: R.G. Mills (Alternate Director)
Citizenship: South African
Business Address: 44 Main Street, Johannesburg, 2001,
Republic of South Africa
Principal Occupation: Alternate Director and Deputy Technical Director -
Mining, AAC
Name: M. C. O'Dowd (Executive Director)
Citizenship: South African
Business Address: 44 Main Street, Johannesburg, 2001,
Republic of South Africa
Principal Occupation: Executive Director, AAC and Chairman of the
Chairman's Fund, (Community development and
education organization)
Name: A. E. Oppenheimer (Director)
Citizenship: British
Business Address: 17 Charterhouse Street
London EC 1N 6RA, England
Principal Occupation: Director and Deputy Chairman, The Diamond Trading
Company (Pty) Limited (Diamond trading company),
Director, De Beers and Centenary
Name: G. R Pardoe (Alternate Director)
<PAGE>
Page 44 of 51 Pages
Citizenship: South African
Business Address: 44 Main Street, Johannesburg, 2001,
Republic of South Africa
Principal Occupation: Alternate Director and Financial Director, Anglo
American Industrial Corporation Limited ("AMIC")
(industrial holding company)
Name: G. M. Ralfe (Director)
Citizenship: South African
Business Address: 17 Charterhouse Street
London EC 1N 6RA England
Principal Occupation: Director, The Diamond Trading Co. (Pty) Limited
(Diamond trading company); Director, De Beers and
Centenary
Name: D. Rankin (Executive Director)
Citizenship: South African
Business Address: 44 Main Street, Johannesburg, 2001,
Republic of South Africa
Principal Occupation: Chairman, Amcoal
Name: C. J. Saunders (Director)
Citizenship: South African
Business Address: The Tongaat-Hulett Group Ltd., Main Avenue,
Maidstone, 4380, Republic of South Africa
Principal Occupation: Executive Chairman, The Tongaat-Hulett Group
Limited (Industrial processing company), Director,
Amic
Name: M. W. Spicer (Alternate Director)
Citizenship: South African
Business Address: 44 Main Street, Johannesburg, 2001,
Republic of South Africa
Principal Occupation: Public Affairs Consultant, AAC
Name: C. L. Sunter (Executive Director)
Citizenship: British
Business Address: 44 Main Street, Johannesburg, 2001,
Republic of South Africa
Principal Occupation: Chairman, Corporate Affairs, AAC and Director,
Amgold
Name: A. J. Trahar (Executive Director)
Citizenship: South African
Business Address: 44 Main Street, Johannesburg, 2001,
Republic of South Africa
Principal Occupation: Director and Deputy Chairman, Amic; Executive
Chairman,
<PAGE>
Page 45 of 51 Pages
Mondi Limited (Paper manufacturer)
Name: D. J. van Jaarsveld (Alternate Director)
Citizenship: South African
Business Address: 44 Main Street, Johannesburg, 2001,
Republic of South Africa
Principal Occupation: Manager - International, Diamond Services
Division, AAC
Name: K. H. Williams (Alternate Director)
Citizenship: South African
Business Address: 44 Main Street, Johannesburg, 2001,
Republic of South Africa
Principal Occupation: Director-Marketing, Gold and Uranium Division, AAC
and Director, Amgold
Name: C. W. P. Yates (Alternate Director)
Citizenship: British
Business Address: 44 Main Street, Johannesburg, 2001,
Republic of South Africa
Principal Occupation: Alternate Director and Finance Manager, Corporate
and International Finance Department, AAC
<PAGE>
Page 46 of 51 Pages
XI. The following table sets forth certain information concerning each of the
Directors and other Officers of Centenary.
The following list sets forth the names of the Chairman and certain Directors of
Centenary and the sections of this Annex "A" in which other information
concerning them is set out, to which sections reference is hereby made:
J. OGILVIE THOMPSON (Director and Chairman) SECTION VII
N. F. OPPPENHEIMER (Director and Deputy Chairman) SECTION VII
J. W. CAMPBELL (Director) SECTION X
R M. CRAWFORD (Director) SECTION X
E. P. GUSH (Director) SECTION VII
A. E. OPPENHEIMER (Director and President) SECTION X
G. W. H. RELLY (Director) SECTION VII
G. M. RALFE (Director) SECTION X
Name: J. A. Barbour (Director)
Citizenship: British
Business Address: 17 Charterhouse Street
London EC 1N 6RA, England
Principal Occupation: Director, De Beers Consolidated Mines Limited
("De Beers") and Director, Centenary
Name: G. F. H. Burne (Director)
Citizenship: British
Business Address: 17 Charterhouse Street
London, England EC 1N 6RA
Principal Occupation: Member of the Executive Committee, The Central
Selling Organization
Name: T. W. H. Capon (Director)
Citizenship: British
Business Address: 17 Charterhouse Street
London EC 1N 6RA, England
Principal Occupation: Member of the Executive Committee, The Central
Selling Organization
Name: J. C. L. Keswick (Director)
Citizenship: British
Business Address: 41 Tower Hill
London, England EC3N 4HA
Principal Occupation: Chairman of Hambros Bank Ltd.
<PAGE>
Page 47 of 51 Pages
Name: L. A. Lincoln (Director)
Citizenship: South African
Business Address: Langensandstrasse 27
CH 6000 Lucerne 14
Switzerland
Principal Occupation: Director, De Beers and Centenary
Name: B. Marole (Director)
Citizenship: Motswana
Business Address: Private Bag 0018, Gaborone,
Botswana
Principal Occupation: Permanent Secretary, Ministry of Mineral Resources
and Water Affairs, Botswana
Name: O. K. Matambo (Director)
Citizenship: Motswana
Business Address: Private Bag 008, Gaborone,
Botswana
Principal Occupation: Permanent Secretary, Ministry of Finance and
Development Planning, Botswana
Name: J. P. Pudnev (Director)
Citizenship: British
Business Address: 17 Charterhouse Street, London,
England EC1N 6RA
Principal Occupation: Member of Executive Committee, The Central Selling
Organization
<PAGE>
Page 48 of 51 Pages
XII. The following table sets forth certain information concerning each of the
Directors and other Officers of De Beers.
The following list sets forth the names of the Chairman and certain Directors of
De Beers and the sections of this Annex A, to which sections reference is hereby
made:
J. OGILVIE THOMPSON (Director and Chairman) SECTION VII
N. F. OPPENHEIMER (Director and Deputy Chairman) SECTION VII
J. A. BARBOUR (Director) SECTION XI
G. F. H. BURNE (Director) SECTION XI
J. W. CAMPBELL (Director) SECTION X
T. W. H. CAPON (Director) SECTION XI
R M. CRAWFORD (Director) SECTION X
E. P. GUSH (Director) SECTION VII
J. C. L. KESWICK (Director) SECTION XI
L. A. LINCOLN (Director) SECTION XI
B. MAROLE (Director) SECTION XI
O. K. MATAMBO (Director) SECTION XI
A. E. OPPENHEIMER (Director) SECTION X
J. P. PUDNEY (Director) SECTION XI
G. M. RALFE (Director) SECTION X
G. W. H. RELLY (Director) SECTION VII
<PAGE>
Page 49 of 51 Pages
ANNEX B
CERTAIN INFORMATION WITH RESPECT TO TRANSACTIONS IN SENIOR UNITS
The following purchases of Senior Units were made by Merrill Lynch, Pierce,
Fenner & Smith Inc. on the dates indicated on behalf of Terra Capital. All such
purchases were made on the New York Stock Exchange.
<TABLE>
<CAPTION>
Trade Date Number of Senior Units Price per Senior Unit
- ---------- ---------------------- ---------------------
<S> <C> <C>
6/22/95 10,000 $28.875
6/26/95 115,000 $29.00
8/21/95 229,200 $29.875
8/23/95 82,500 $29.875
8/24/95 50,000 $29.875
8/25/95 80,000 $29.875
8/30/95 408,200 $29.875
</TABLE>
<PAGE>
Page 50 of 51 Pages
AGREEMENT CONCERNING JOINT FILING
OF SCHEDULE 13D
The undersigned agree as follows:
(i) each of them is individually eligible to use the Schedule 13D to which
this Exhibit is attached, and such Schedule 13D is filed on behalf of each of
them; and
(ii) each of them is responsible for the timely filing of such Schedule
13D and any amendments thereto, and for the completeness and accuracy of the
information concerning such person contained therein; but none of them is
responsible for the completeness or accuracy of the information concerning the
other persons making the filing, unless such person knows or has reason to
believe that such information is inaccurate.
This Agreement may be executed in any number of counterparts, each of which
shall be deemed to be an original, but all of which, taken together, shall
constitute one and the same instrument.
Dated: October 1, 1996
TERRA NITROGEN CORPORATION
By /s/ George H. Valentine
Its Vice President and General Counsel
TERRA CAPITAL, INC.
By /s/ George H. Valentine
Its Vice President and Corporate
Secretary
TERRA CAPITAL HOLDINGS, INC.
By /s/ George H. Valentine
Its Vice President and Corporate
Secretary
TERRA INDUSTRIES INC.
By /s/ George H. Valentine
Its Senior Vice President, General
Counsel and Corporate Secretary
<PAGE>
Page 51 of 51 Pages
TAURUS INTERNATIONAL S.A.
By /s/ Nick Jordon
Its Secretary
TAURUS INVESTMENTS S.A.
By /s/ Nick Jordon
Its Secretary
MINORCO (U.S.A.) INC.
By /s/ Ben Keisler
Its Vice President, General Counsel
and Secretary
MINORCO
By /s/ Nick Jordon
Its Secretary
