<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
------------------
Amendment No. 13
to
SCHEDULE 13D
Under the Securities Exchange Act of 1934
TERRA INDUSTRIES INC.
(Name of Issuer)
Common Stock, no par value
(Title of Class of Securities)
457729101
(CUSIP Number of Class of Securities)
- --------------------------------------------------------------------------------
B. Keisler N. Jordan
Vice President, General Secretary
Counsel and Secretary Minorco
30 Rockefeller Plaza Taurus International S.A.
Suite 4212 Taurus Investments S.A.
New York, NY 10112 9 Rue Sainte Zithe
Luxembourg City,
Telephone: (212) 332-3633 Luxembourg
Telephone: (352) 404-1101
- --------------------------------------------------------------------------------
(Name, Address and Telephone Number of
Persons Authorized to Receive Notices and
Communications on Behalf of Bidder)
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 Statement because of Rule
13d-1(b)(3) or (4), check the following: / /
Check the following box if a fee is being paid with this
Statement: / /
<PAGE> 2
CUSIP No. 457729-10-1 (Common)
-----------------
(1) Names of Reporting Persons, S.S. or I.R.S.
Identification Nos. of Above Person
Minorco (U.S.A.) Inc.
-----------------------------------------------------------------------
EIN: 84-1137980
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(2) Check the Appropriate Box if a Member of a Group (See
Instructions)
/ / (a)
-------------------------------------------------------------------
/ / (b)
-------------------------------------------------------------------
- --------------------------------------------------------------------------------
(3) SEC Use Only
----------------------------------------------------------
- --------------------------------------------------------------------------------
(4) Source of Funds (See Instructions)
------------------------------------
- --------------------------------------------------------------------------------
(5) / / Check if Disclosure of Legal Proceedings is Required
Pursuant to Item 2(e) or 2(f)
-------------------------------------
- --------------------------------------------------------------------------------
(6) Citizenship or Place of Organization Colorado
----------------------------------
- --------------------------------------------------------------------------------
(7) Sole Voting Power 0 Common Shares
-----------------------------------------------------
- --------------------------------------------------------------------------------
(8) Shared Voting Power
---------------------------------------------------
- --------------------------------------------------------------------------------
(9) Sole Dispositive Power 0 Common Shares
------------------------------------------------
- --------------------------------------------------------------------------------
(10) Shared Dispositive Power
----------------------------------------------
- --------------------------------------------------------------------------------
(11) Aggregate Amount Beneficially Owned by Each Reporting Person
0 Common Shares
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
(12) / / Check if the Aggregate Amount in Row (11) Excludes Certain
Shares (See Instructions)
-----------------------------------------
- --------------------------------------------------------------------------------
(13) Percent of Class Represented by Amount in Row (11) 0%
--------------------
- --------------------------------------------------------------------------------
(14) Type of Reporting Person (See Instructions) CO
---------------------------
- --------------------------------------------------------------------------------
<PAGE> 3
CUSIP No. 457729-10-1 (Common)
-------------------
(1) Names of Reporting Persons, S.S. or I.R.S.
Identification Nos. of Above Person
Minorco
-----------------------------------------------------------------------
-----------------------------------------------------------------------
(2) Check the Appropriate Box if a Member of a Group (See
Instructions)
/ / (a)
--------------------------------------------------------------------
/ / (b)
--------------------------------------------------------------------
- --------------------------------------------------------------------------------
(3) SEC Use Only
-----------------------------------------------------------
- --------------------------------------------------------------------------------
(4) Source of Funds (See Instructions) BK
-------------------------------------
- --------------------------------------------------------------------------------
(5) / / Check if Disclosure of Legal Proceedings is Required
Pursuant to Item 2(e) or 2(f)
---------------------------------
- --------------------------------------------------------------------------------
(6) Citizenship or Place of Organization Luxembourg
-----------------------------------
- --------------------------------------------------------------------------------
(7) Sole Voting Power By subsidiaries - 42,560,725 Common
-----------------------------------------------------
Shares
------
(8) Shared Voting Power
---------------------------------------------------
- --------------------------------------------------------------------------------
(9) Sole Dispositive Power By subsidiaries - 42,560,725 Common
------------------------------------------------
Shares
------
(10) Shared Dispositive Power
----------------------------------------------
- --------------------------------------------------------------------------------
(11) Aggregate Amount Beneficially Owned by Each Reporting Person
42,560,725 Common Shares
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
(12) / / Check if the Aggregate Amount in Row (11) Excludes
Certain Shares (See Instructions)
----------------------------
- --------------------------------------------------------------------------------
(13) Percent of Class Represented by Amount in Row (11) 56.45%
--------------------
- --------------------------------------------------------------------------------
(14) Type of Reporting Person (See Instructions) CO
---------------------------
- --------------------------------------------------------------------------------
<PAGE> 4
CUSIP No. 457729-10-1 (Common)
-------------------
(1) Names of Reporting Persons, S.S. or I.R.S.
Identification Nos. of Above Person
Taurus International S.A.
-----------------------------------------------------------------------
- -- -----------------------------------------------------------------------
(2) Check the Appropriate Box if a Member of a Group (See
Instructions)
/ / (a)
-------------------------------------------------------------------
/ / (b)
-------------------------------------------------------------------
- --------------------------------------------------------------------------------
(3) SEC Use Only
----------------------------------------------------------
- --------------------------------------------------------------------------------
(4) Source of Funds (See Instructions) OO
------------------------------------
- --------------------------------------------------------------------------------
(5) / / Check if Disclosure of Legal Proceedings is Required
Pursuant to Item 2(e) or 2(f)
--------------------------------
- --------------------------------------------------------------------------------
(6) Citizenship or Place of Organization Luxembourg
----------------------------------
- --------------------------------------------------------------------------------
(7) Sole Voting Power 37,160,725 Common Shares directly; 5,400,000
-----------------------------------------------------
shares by subsidiary
- -----------------------------------------
- --------------------------------------------------------------------------------
(8) Shared Voting Power
---------------------------------------------------
- --------------------------------------------------------------------------------
(9) Sole Dispositive Power 37,160,725 Common Shares directly;
------------------------------------------------
5,400,000 shares by subsidiary
- ----------------------------------------------------------------------
(10) Shared Dispositive Power
----------------------------------------------
- --------------------------------------------------------------------------------
(11) Aggregate Amount Beneficially Owned by Each Reporting Person
37,160,725 Common Shares directly
- --------------------------------------------------------------------------------
5,400,000 Common Shares by subsidiary
- --------------------------------------------------------------------------------
- -----------------------------------------------
(12) / / Check if the Aggregate Amount in Row (11) Excludes
Certain Shares (See Instructions)
----------------------------
- --------------------------------------------------------------------------------
(13) Percent of Class Represented by Amount in Row (11) 56.45%
--------------------
- --------------------------------------------------------------------------------
(14) Type of Reporting Person (See Instructions) CO
---------------------------
- --------------------------------------------------------------------------------
<PAGE> 5
CUSIP No. 457729-10-1 (Common)
--------------------
(1) Names of Reporting Persons, S.S. or I.R.S.
Identification Nos. of Above Person
Taurus Investments S.A.
-----------------------------------------------------------------------
-----------------------------------------------------------------------
(2) Check the Appropriate Box if a Member of a Group (See
Instructions)
/ / (a)
-------------------------------------------------------------------
/ / (b)
-------------------------------------------------------------------
- --------------------------------------------------------------------------------
(3) SEC Use Only
----------------------------------------------------------
- --------------------------------------------------------------------------------
(4) Source of Funds (See Instructions)
------------------------------------
- --------------------------------------------------------------------------------
(5) / / Check if Disclosure of Legal Proceedings is Required
Pursuant to Item 2(e) or 2(f)
--------------------------------
- --------------------------------------------------------------------------------
(6) Citizenship or Place of Organization Luxembourg
----------------------------------
- --------------------------------------------------------------------------------
(7) Sole Voting Power 5,400,000 Common Shares
-----------------------------------------------------
- --------------------------------------------------------------------------------
(8) Shared Voting Power
---------------------------------------------------
- --------------------------------------------------------------------------------
(9) Sole Dispositive Power 5,400,000 Common Shares
------------------------------------------------
- --------------------------------------------------------------------------------
(10) Shared Dispositive Power
----------------------------------------------
- --------------------------------------------------------------------------------
(11) Aggregate Amount Beneficially Owned by Each Reporting Person
- --------------------------------------------------------------------------------
- ----------------------------------------------
(12) / / Check if the Aggregate Amount in Row (11) Excludes
Certain Shares (See Instructions)
----------------------------
- --------------------------------------------------------------------------------
(13) Percent of Class Represented by Amount in Row (11) 7.16%
--------------------
- --------------------------------------------------------------------------------
(14) Type of Reporting Person (See Instructions) CO
---------------------------
- --------------------------------------------------------------------------------
<PAGE> 6
Item 1. Security and Issuer
This Amendment No. 13 to the Schedule 13D dated August 3, 1983
of Minorco is filed to reflect information required pursuant to Rule 13d-2 of
the Securities and Exchange Commission under the Securities Exchange Act of
1934, as amended (the "Act"), relating to the common shares, no par value, of
Terra Industries Inc. ("Terra"), a Maryland corporation, Terra Centre, 600
Fourth Street, Sioux City, Iowa 51101.
Item 2. Identity and Background
Item 2 is hereby amended by the deletion of Paragraph 1 and
the insertion of the following paragraph:
"This statement is being filed on behalf of Minorco, a company
incorporated under the laws of Luxembourg ("Minorco"), Minorco (U.S.A.) Inc.
("Minorco USA"), a Colorado corporation, Taurus International S.A. ("Taurus
International"), a company organized under the laws of Luxembourg, and Taurus
Investments S.A. ("Taurus"), a company organized under the laws of Luxembourg,
the latter three of which are subsidiaries of Minorco, with respect to the
common shares, no par value, of Terra which are beneficially owned by Minorco,
Taurus International and Taurus. Minorco's Taurus International's and Taurus'
principal office address is 9 rue Sainte Zithe, Luxembourg City, Grand Duchy of
Luxembourg. Minorco USA's principal office address is 30 Rockefeller Plaza,
Suite 4212, New York, NY 10112.
Item 2 is further amended by the deletion of Paragraphs 5, 6,
9, 11, 12 and 13 and the insertion of the following paragraphs:
"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
<PAGE> 7
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."
"The names of the directors and executive officers of Minorco
USA, Minorco, Taurus International, Taurus, AAC, De Beers and Centenary are set
forth in Annex A."
"The citizenship, business address, present principal
occupation or employment, and the name, principal business and address of any
corporation or other organization in which such employment is conducted, of each
of the directors and executive officers of each of Minorco USA, Minorco, Taurus
International, Taurus, AAC, De Beers and Centenary are set forth in Annex A."
"During the last five years, neither (1) any of Minorco USA,
Minorco, Taurus International, Taurus, AAC, De Beers or Centenary nor (2) to the
best knowledge of Minorco USA, Minorco, Taurus International or Taurus, any of
the directors or executive officers of Minorco USA, Minorco, Taurus, Taurus
International, AAC, De Beers or Centenary has been convicted in a criminal
proceeding (excluding traffic violations or similar misdemeanors)."
"During the last five years, neither (1) any of Minorco USA,
Minorco, Taurus International, Taurus, AAC, De Beers or Centenary nor (2) to the
best knowledge of Minorco USA, Minorco, Taurus International or Taurus, any of
the directors or executive officers of Minorco USA, Minorco, Taurus, Taurus
International, AAC, De Beers or Centenary was a party to a civil proceeding of a
judicial or administrative body of competent jurisdiction and as a result of
such proceeding was or is subject to a judgment, decree or final order enjoining
future violations of, or prohibiting or mandating activities subject to, federal
or state securities laws or finding any violation of such laws."
Item 3. Source and Amount of Funds or Other Consideration
Item 3 is hereby amended by the addition of the following
paragraph:
"The source of funds used by Minorco for the acquisition of
Terra Common Shares from Minorco (U.S.A.) was bank financing. The source of
funds used by Taurus International for the acquisition of Terra shares from
Minorco was a participation certificate issued to Minorco by Taurus
International."
Item 4. Purpose of Transaction
Item 4 is amended by the addition of the following paragraphs:
<PAGE> 8
"As part of an internal reorganization of Minorco's holdings
of Terra common shares, Minorco (U.S.A.) Inc. sold 37,160,725 Terra common
shares to Minorco at a price of $14.00 per share, for total consideration of
$520,250,150 and Minorco transferred 37,160,725 Terra common shares to Taurus
International in exchange for the issuance by Taurus International of
non-interest bearing Participation Certificates having an aggregate face value
in Luxembourg Francs in the equivalent of US$520,250,150 converted at the
closing exchange rate quoted by Banque Generale du Luxembourg in respect of
Friday, September 20, 1996."
Item 5. Interest in Securities of the Issuer
Item 5 is hereby amended in its entirety to read as
follows:
(a) Except as referred to in Item 2 hereof and as set forth
below, neither Minorco USA, Minorco, Taurus International, Taurus, AAC, De Beers
nor Centenary, nor, to the best of Minorco USA, Minorco's or Taurus' knowledge,
any of the executive officers or directors of Minorco USA, Minorco, Taurus
International, Taurus, AAC, De Beers or Centenary, owns beneficially, or has any
right to acquire, directly or indirectly, any of the common shares of Terra.
<TABLE>
<CAPTION>
Name of Person Title of Class Number of Shares
- -------------- -------------- ----------------
<S> <C> <C>
Edward G. Beimfohr Common 5,000*
John J. Ellis Common 3,781*
David E. Fisher Common 250*
Ben L. Keisler Common 4,976*
Anthony W. Lea Common 250*
William R. Loomis Common 25,000*
R. F. Richards Common 166,000* (1)
H. R. Slack Common 250*
</TABLE>
- -----------------
(1) Excludes 280,000 Terra Common Shares issuable upon the
exercise of stock options.
* Represents less than 1% of the outstanding common stock.
As of the date hereof, Minorco, Taurus International and Taurus are
deemed to beneficially own 42,560,725 shares of Terra Common Stock or 56.45% of
the total number of outstanding shares of common stock of Terra as reported to
Minorco, Taurus International and Taurus by Terra.
(b) Taurus has sole voting and dispositive power with respect
to 5,400,000 Terra Common Shares or 7.16%. Taurus International by itself and
through its subsidiary Taurus, has sole voting and dispositive power with
respect to 42,560,725 Terra Common Shares or 56.45%. Minorco, through its
subsidiaries Taurus International and Taurus has sole voting and dispositive
power with respect to 42,560,725 Terra Common Shares or 56.45% of the
outstanding shares. Messrs. Beimfohr, Ellis, Fisher, Keisler, Lea, Richards, and
Slack each have sole voting and dispositive power
<PAGE> 9
with respect to the shares held by them, except with respect to 280,000 Terra
Common Shares which Mr. Richards has the right to acquire pursuant to the option
agreements described in Item 6 but which have not been so acquired by Mr.
Richards.
(c) Not applicable
(d) Not applicable.
(e) On September 23, 1996, Minorco (U.S.A.) Inc. ceased
to be the owner of more than 5% of the Terra common shares.
Item 6. Contracts, Arrangements, Undertakings or Relationships
with Respect to Securities of the Issuer.
Item 6 is hereby amended by the deletion of Paragraph 1 and
the insertion of the following paragraph:
"Except as stated below, neither Minorco USA, Minorco, Taurus,
AAC, De Beers or Centenary nor any of their officers and directors has any
contract or arrangement with respect to any Terra Common Shares."
"Minorco (U.S.A.) entered into a Stock Purchase Agreement,
dated September 23, 1996, with Minorco, providing for the sale of 37,160,725
Terra Common Shares at a price equal to $14.00 per share. As of September 20,
1996, Minorco entered into an Agreement with Taurus International providing for
the transfer of 37,160,725 Terra common shares to Taurus International in
exchange for the issuance by Taurus International of non-interest bearing
Participation Certificates having an aggregate face value in Luxembourg Francs
in the equivalent of US$520,250,150 converted at the closing exchange rate
quoted by Banque Generale du Luxembourg in respect of Friday, September 20,
1996."
Item 7. Material to be Filed as Exhibits
Exhibit I Stock Purchase Agreement dated September 23, 1996
between Minorco (U.S.A.) Inc. and Minorco S.A.
Exhibit J Agreement dated September 20, 1996 between Minorco
and Taurus International S.A.
Exhibit K Agreement Re Joint Filing of Schedule 13D
<PAGE> 10
SIGNATURE
After reasonable inquiry and to the best of its knowledge and
belief, the undersigned certifies that the information set forth in this
statement is true, complete and correct.
MINORCO (U.S.A.) INC.
By: s/Ben L. Keisler
-------------------------
Ben L. Keisler
Vice President, Secretary
and General Counsel
September 26, 1996
<PAGE> 11
SIGNATURE
After reasonable inquiry and to the best of its knowledge and
belief, the undersigned certifies that the information set forth in this
statement is true, complete and correct.
MINORCO
By: s/N. Jordan
---------------------
N. Jordan
Secretary
September 26, 1996
<PAGE> 12
SIGNATURE
After reasonable inquiry and to the best of its knowledge and
belief, the undersigned certifies that the information set forth in this
statement is true, complete and correct.
TAURUS INVESTMENTS S.A.
By: s/N. Jordan
---------------------
N. Jordan
Secretary
September 26, 1996
<PAGE> 13
SIGNATURE
After reasonable inquiry and to the best of its knowledge and
belief, the undersigned certifies that the information set forth in this
statement is true, complete and correct.
TAURUS INTERNATIONAL S.A.
By: s/N. Jordan
---------------------
N. Jordan
Secretary
September 26, 1996
<PAGE> 14
Annex A
I. 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:
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)
Name: David E. Fisher (Director)
Citizenship: British
Business Address: 9 rue Sainte Zithe
L-2763 Luxembourg City
Luxembourg
Principal Occupation: Finance Director, Minorco
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: Anthony W. Lea (Director)
Citizenship: South African
Business Address: 40 Holborn Viaduct
London, England EC1N 2PQ
Principal Occupation: Executive Director, Minorco
Name: William R. Loomis (Chairman, President and
Chief Executive Officer)
Citizenship: United States of America
Business Address: 30 Rockefeller Plaza
New York, New York 10020
Principal Occupation: Managing Director, Lazard Freres & Co. LLC
Name: Henry R. Slack (Director)
Citizenship: United States of America
Business Address: 40 Holborn Viaduct
London, England EC1N 2PQ
<PAGE> 15
Principal Occupation: President and Chief Executive, Minorco
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> 16
II. 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 I
D. E. FISHER (Finance Director) SECTION I
A. W. LEA (Executive Director) SECTION I
W. R. LOOMIS (Executive Director) SECTION I
H. R SLACK (Director, President and
Chief Executive Officer) SECTION I
<TABLE>
<CAPTION>
<S> <C>
Name: J. Ogilvie Thompson (Director and Chairman)
Citizenship: South African
Business Address: 44 Main Street, Johannesburg, 2001,
Republic of South Africa
Principal Occupation: Chairman, Minorco, De Beers Consolidated Mines Limited ("De
Beers"), De Beers Centenary AG ("Centenary"), Executive
Director and Chairman, Anglo American Corporation of South
Africa Limited ("AAC") , 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
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)
</TABLE>
<PAGE> 17
<TABLE>
<CAPTION>
<S> <C>
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
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)
</TABLE>
<PAGE> 18
<TABLE>
<CAPTION>
<S> <C>
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
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
</TABLE>
<PAGE> 19
<TABLE>
<CAPTION>
<S> <C>
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
</TABLE>
<PAGE> 20
III. The following table sets forth certain information concerning each of the
Directors and Officers of Taurus.
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 I
N. JORDAN (Director and Secretary) SECTION II
D.A. TURNER (Director) SECTION II
<PAGE> 21
IV. 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
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 I
A. W. LEA (Director) SECTION I
N. JORDAN (Director and Secretary) SECTION II
D. A. TURNER (Director) SECTION II
<PAGE> 22
V. 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 II
E. P. GUSH (Executive Director and
Deputy Chairman) SECTION II
M. W. KING (Executive Director) SECTION II
A. W. LEA (Director) SECTION I
N. F. OPPENHEIMER (Deputy Chairman and
Executive Director) SECTION II
G. W. H. RELLY (Executive Director) SECTION II
R S. ROBERTSON (Alternate Director) SECTION II
H. R. SLACK (Director) SECTION I
J. OGILVIE THOMPSON (Chairman and Executive
Director) SECTION II
T. C. A. WADESON (Group Technical Director) SECTION II
G. S. YOUNG (Executive Director) SECTION II
<TABLE>
<CAPTION>
<S> <C>
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")
Name: L. Boyd (Executive Director)
Citizenship: South African
Business Address: 44 Main Street, Johannesburg, 2001,
</TABLE>
<PAGE> 23
<TABLE>
<CAPTION>
<S> <C>
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 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,
</TABLE>
<PAGE> 24
<TABLE>
<CAPTION>
<S> <C>
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
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,
</TABLE>
<PAGE> 25
<TABLE>
<CAPTION>
<S> <C>
Limited (Investment banking firm)
Name: R. N. Hambro (Director)
Citizenship: British
Business Address: J O Hambro & Company, Ltd.
30 Queen Anne's Gate
London SW1H 9AL, England
Principal Occupation: Investment Bankers Director, J O Hambro & Company,
Limited (Investment banking firm)
Name: J. B. Hawthorne (Alternate Director and Deputy Technical
Director, Geology)
Citizenship: South African
Business Address: 44 Main Street, Johannesburg, 2001,
Republic of South Africa
Principal Occupation: Deputy Technical Director - Geology, AAC
Name: M. J. Henrey (Alternate Director)
Citizenship: South African
Business Address: 44 Main Street, Johannesburg, 2001,
Republic of South Africa
Principal Occupation: 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
</TABLE>
<PAGE> 26
<TABLE>
<CAPTION>
<S> <C>
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)
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
</TABLE>
<PAGE> 27
<TABLE>
<CAPTION>
<S> <C>
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)
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,
</TABLE>
<PAGE> 28
<TABLE>
<CAPTION>
<S> <C>
Republic of South Africa
Principal Occupation: Director and Deputy Chairman, Amic; Executive Chairman,
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
</TABLE>
<PAGE> 29
VI. 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 II
N. F. OPPPENHEIMER (Director and Deputy Chairman) SECTION II
J. W. CAMPBELL (Director) SECTION V
R M. CRAWFORD (Director) SECTION V
E. P. GUSH (Director) SECTION II
A. E. OPPENHEIMER (Director and President) SECTION V
G. W. H. RELLY (Director) SECTION II
G. M. RALFE (Director) SECTION V
<TABLE>
<CAPTION>
<S> <C>
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.
Name: L. A. Lincoln (Director)
Citizenship: South African
Business Address: Langensandstrasse 27
CH 6000 Lucerne 14
Switzerland
Principal Occupation: Director, De Beers and Centenary
</TABLE>
<PAGE> 30
<TABLE>
<CAPTION>
<S> <C>
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
</TABLE>
<PAGE> 31
VII. 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:
<TABLE>
<S> <C> <C>
J. OGILVIE THOMPSON (Director and Chairman) SECTION II
N. F. OPPENHEIMER (Director and Deputy Chairman) SECTION II
J. A. BARBOUR (Director) SECTION VI
G. F. H. BURNE (Director) SECTION VI
J. W. CAMPBELL (Director) SECTION V
T. W. H. CAPON (Director) SECTION VI
R M. CRAWFORD (Director) SECTION V
E. P. GUSH (Director) SECTION II
J. C. L. KESWICK (Director) SECTION VI
L. A. LINCOLN (Director) SECTION VI
B. MAROLE (Director) SECTION VI
O. K. MATAMBO (Director) SECTION VI
A. E. OPPENHEIMER (Director) SECTION V
J. P. PUDNEY (Director) SECTION VI
G. M. RALFE (Director) SECTION V
G. W. H. RELLY (Director) SECTION II
</TABLE>
<PAGE> 32
EXHIBIT LIST
Exhibit I Stock Purchase Agreement dated September 23, 1996
between Minorco (U.S.A.) Inc. and Minorco S.A.
Exhibit J Agreement dated September 20, 1996 between Minorco and
Taurus International S.A.
Exhibit K Agreement Re Joint Filing of Schedule 13D
<PAGE> 1
EXHIBIT I
STOCK PURCHASE AGREEMENT
Stock Purchase Agreement, dated as of September 23, 1996, between Minorco S.A.,
a Luxembourg corporation ("Purchaser") and Minorco (U.S.A.) Inc., a Colorado
corporation ("Seller").
W I T N E S S E T H :
WHEREAS, Seller is the owner of 37,160,725 common shares (the "Shares") of Terra
Industries Inc., a Maryland corporation (the "Company");
WHEREAS, Purchaser desires to acquire and Seller desires to sell the Shares on
and subject to the terms and conditions set forth herein;
NOW THEREFORE, in consideration of the foregoing and of the mutual covenants and
agreements contained in this agreement, Seller and Purchaser agree as follows:
1. Purchase and Sale of the Shares
(a) On and subject to the terms and
conditions set forth in this
agreement, Seller agrees to sell,
assign, transfer and convey the
Shares to Purchaser, free and clear
of all liens, claims, charges and
encumbrances, and Purchaser agrees
to purchase and accept the Shares
from Seller, on the closing date.
(b) In exchange for each of the Shares
to be delivered to Seller at the
Closing, Purchaser shall pay to
Seller a price equal to the closing
sale price on Friday September 20,
1996 of the Company's common shares
as quoted on the New York Stock
Exchange. The purchase price shall
be payable by wire transfer to
Seller's bank account on the Closing
Date in accordance with Seller's
written instructions to Purchaser.
(c) The closing date shall be September
23, 1996, unless otherwise agreed by
Seller and Purchaser.
2. Representations and Warranties of
Seller. Seller represents and
warrants to Purchaser as follows:
(a) Seller is a corporation duly
organized, validly existing and in
good standing under the laws of the
State of Colorado.
(b) Seller is the sole record owner of
the Shares, free and clear of any
liens, claims, charges or
encumbrances or other rights of
<PAGE> 2
third parties, and upon the transfer
of the Shares by Seller to Purchaser
and full payment therefor as
provided in this agreement, Buyer
will acquire all rights of the
Seller in the Shares, free and clear
of all liens, claims, charges or
encumbrances and other rights of
third parties.
(c) This agreement has been duly authorized by all necessary corporate
action on the part of Seller, and this Agreement constitutes a legal,
valid and binding obligation of the Seller, enforceable against Seller
in accordance with its terms.
(d) The execution, delivery and performance of this Agreement by Seller
will not (i) contravene, result in any breach of, or constitute a
default, or result in the creation of any encumbrance in respect of any
asset of Seller, under Seller's Articles or Incorporation or any
agreement by which it or any of its assets are bound, (ii) conflict
with or result in a breach of any order, judgment, decree or ruling of
any court, arbitrator or governmental authority applicable to Seller or
(iii) violate any statute, rule or regulation of any governmental
authority applicable to Seller.
(e) No consent, approval, authorization of or registration, filing or
declaration with any governmental authority is required in connection
with the execution, delivery or performance of this agreement by
Seller.
3. Representations and Warranties of Purchaser. Purchaser represents and
warrants to Seller as follows:
(a) Purchaser is a corporation duly organized and validly existing under
the laws of Luxembourg.
(b) This agreement has been duly authorized by all necessary corporate
action on the part of Purchaser, and this Agreement constitutes a
legal, valid and binding obligation of the Purchaser, enforceable
against Purchaser in accordance with its terms.
(c) The execution, delivery and performance of this Agreement by Purchaser
will not (i) contravene, result in any breach of, or constitute a
default, or result in the creation of any encumbrance in respect of any
asset of Purchaser, under Purchaser's Articles or Incorporation or any
agreement by which it or any of its assets are bound, (ii) conflict
with or result in a breach of any order, judgment, decree or ruling of
any court, arbitrator or governmental authority applicable to Purchaser
or (iii) violate any statute, rule or regulation of any governmental
authority applicable to Purchaser.
(d) No consent, approval, authorization of or registration, filing or
declaration with any governmental authority is required in connection
with the execution, delivery or performance of this agreement by
Purchaser.
(e) Purchaser is acquiring the Shares for investment purposes and not with
a view to the distribution thereof. Purchaser is aware that the sale of
the Shares under this agreement has not been registered under the
Securities Act of 1933 and that the Shares may be resold only if so
registered or if such sale is exempt such from registration.
<PAGE> 3
4. Purchaser's Conditions to Closing. Purchaser's obligation to purchase
the Shares under this agreement is subject to fulfillment, prior to or
at the closing, of the following conditions:
(a) The representations and warranties of Seller in this Agreement shall be
correct, in all material respects, when made and on the Closing Date.
(b) Seller shall have delivered to Purchaser a certificate certifying as to
the resolutions attached thereto and other corporate proceedings
relating to the authorization, execution and delivery of this
agreement.
(c) Seller shall have delivered to Purchaser an Officer's Certificate,
dated the Closing Date, certifying that the condition specified in
Section 4(a) has been fulfilled.
(d) Seller shall have delivered to Purchaser stock powers for the Shares,
endorsed in blank or to your instructions, and with all applicable
stock transfer taxes paid.
5. Seller's Conditions to Closing. Seller's obligation to sell, assign,
transfer and convey the Shares under this agreement is subject to
fulfillment, prior to or at the closing, of the following conditions:
(a) The representations and warranties of Purchaser in this Agreement shall
be correct, in all material respects, when made and on the Closing
Date.
(b) Purchaser shall have delivered to Seller a certificate certifying as to
the resolutions attached thereto and other corporate proceedings
relating to the authorization, execution and delivery of this
agreement.
(c) Purchaser shall have delivered to Seller an Officer's Certificate,
dated the Closing Date, certifying that the condition specified in
Section 5(a) has been fulfilled.
6. Survival. The representations and warranties made under this agreement
shall survive the closing of the sale and purchase of the Shares
hereunder for the period ending on the first anniversary of the
closing.
7. Successors and Assigns. This agreement shall be binding upon and inure
to the benefit of the parties hereto and their respective successors
and assigns but shall not confer any rights upon any other person. This
Agreement may not be assigned by any party without the other's consent.
8. Governing Law. This agreement shall be construed in accordance with the
governed by the laws of the State of New York, excluding its conflicts
of law rules.
9. Further Assurances. The parties agree to execute such other documents
or agreements as may be necessary or desirable for the implementation
of this agreement and the consummation of the transactions contemplated
hereby.
<PAGE> 4
10. Entire Agreement; Amendments. This agreement and any other documents
delivered on the date hereof in connection with the transactions
contemplated hereby constitute the entire agreement between the parties
relating to the subject matter hereof and supersede all prior
negotiations and agreements between the parties relating thereto. No
supplement, modification, waiver or amendment of this agreement shall
be binding unless executed in writing by the parties and no waiver
shall be deemed a continuing waiver or a waiver of any subsequent
breach or default, either of a similar or different nature, unless
expressly so stated in writing.
11. Notices. All notices, requests, demands and other communication under
this Agreement shall be in writing and shall be deemed to have been
duly given (a) when served personally on the party to who notice is to
be given or (b) when sent by a recognized overnight delivery service
with charges prepaid and properly addressed.
12. Headings; Counterparts. The headings contained in this Agreement are
for reference only and shall not in any way affect the meaning or
interpretation of this agreement. This agreement may be executed
simultaneously in one or more counterparts, each of which shall be
deemed an original, but all of which shall constitute one and the same
instrument.
IN WITNESS WHEREOF, the undersigned parties have executed this agreement as of
the date first written above.
MINORCO (U.S.A.) INC. MINORCO S.A.
By: ___________________ By: ___________________
Vice President
<PAGE> 1
EXHIBIT J
DATED 20 SEPTEMBER 1996
MINORCO S.A.
- and -
TAURUS INTERNATIONAL S.A.
----------------------------------
AGREEMENT
----------------------------------
<PAGE> 2
THIS AGREEMENT is made on 20 September 1996
Between
1. MINORCO S.A., a joint stock company incorporated in Luxembourg and
having its registered office at 9 rue Sainte Zithe, Luxembourg
("Minorco"); and
2. TAURUS INTERNATIONAL S.A.,a joint stock company incorporated in
Luxembourg and having its registered office at 9 rue Sainte Zithe,
Luxembourg ("Taurus").
WHEREAS Minorco wishes to exchange, and Taurus wish to acquire, the Terra Shares
on the terms and conditions set out below.
IT IS HEREBY AGREED as follows:-
I. INTERPRETATION
I.A In this Agreement the following words and expressions have the
following meanings, unless they are inconsistent with the
context:-
"BUSINESS DAY" means any day of the year other than (a) any
Saturday or Sunday or (b) any other day on which banks located
in Luxembourg are closed for business;
"COMPANY" means Terra Industries Inc. ("Terra"), a limited
liability company incorporated in the United States and having
its registered office at 1123 North Eutaw Street, Baltimore,
Maryland 21202, USA;
"TERRA SHARES" means 37,160,725 common shares at a price per
share equal to the closing sales price for Terra common shares
quoted on the New York Stock Exchange at close of business on
Friday September 20, 1996, each in the capital of the Company;
"COMPLETION" means completion of the transfer of the Terra
Shares and the issue of the Participation Certificates in
accordance with clause 3;
"ENCUMBRANCE" means any equitable interest, encumbrance,
mortgage, lien, charge, restriction, pledge, security
interest, option or right of any third party including,
without limitation, rights under shareholders' agreements or
other arrangements relating to the management or control of a
company.
I.B In this Agreement unless the context otherwise requires:-
<PAGE> 3
(1) all references to a statutory provision shall be
construed as including references to:-
(a) any statutory modification, consolidation,
or re-enactment (whether before or after the
date of this Agreement) for the time being
in force;
(b) all statutory instruments or orders made
pursuant to a statutory provision;
(c) any statutory provisions of which a
statutory provision is a consolidation,
re-enactment or modification;
(2) words denoting the singular include the plural and
vice versa and words denoting persons include firms
and corporations and vice versa; and
(3) a reference to a clause or sub-clause or an
Annexure is a reference to a clause or a sub-clause
of or an Annexure to this Agreement.
I.C Clause headings in this Agreement and in the Annexures are for
ease of reference only and do not affect the construction of
any provision.
I.D Where by this Agreement any payment or other act falls to be
made or done on a day which is not a Business Day then that
payment or act shall be made or done on the first Business Day
thereafter.
II. EXCHANGE OF ASSETS AND ISSUE OF PARTICIPATION CERTIFICATES
II.A Subject to the terms and conditions of this Agreement, at
Completion Minorco shall exchange or procure the exchange as
beneficial owner, and Taurus shall acquire, the Terra Shares
free from all Encumbrances and with all rights attaching to
them.
II.B As consideration for the transfer to it of the Terra Shares
Taurus undertakes to issue to Minorco non-interest bearing
Participation Certificates having an aggregate face value in
Luxembourg Francs in the equivalent of US$520,250,150
converted at the closing exchange rate quoted by Banque
Generale du Luxembourg in respect of Friday, 20 September
1996.
III. COMPLETION
Completion shall take place at the offices of Taurus, at 9 rue Sainte
Zithe in Luxembourg on Monday September 23 when the Parties shall sign
the documents required to effect the transfer of the Terra shares and
Taurus shall issue the Participation Certificates.
<PAGE> 4
IV. GENERAL
IV.A No announcement of any kind shall be made in respect of the
subject matter of this Agreement unless specifically agreed in
writing between the parties or required by applicable law or
stock exchange requirements (in which case the parties shall
consult with each other prior to making any announcements).
IV.B This Agreement shall be binding upon each party's successors
and assigns and personal representatives (as the case may be)
but, except as expressly provided above, none of the rights of
the parties under this Agreement may be assigned or
transferred.
IV.C All expenses incurred by or on behalf of the parties,
including all fees of agents, representatives, solicitors,
accountants, actuaries and financial advisors employed by any
of them in connection with the negotiation, preparation or
execution of this Agreement shall be borne solely by the party
who incurred the liability.
IV.D Any notice, consent, approval or other communication given
hereunder shall be made in writing and shall be deemed to have
been duly given or made if delivered by hand or sent by
recorded delivery mail (return receipt requested) to the
address of the addressee set out on page 2 above.
IV.E This Agreement shall be governed by and interpreted in
accordance with the law of Luxembourg.
IV.F This Agreement may be executed in any number of counterparts,
each of which when so executed shall be an original, but all
the counterparts shall together constitute one and the same
instrument.
IN WITNESS whereof this Agreement has been duly executed.
SIGNED by )
for and on behalf of )
MINORCO S.A. )
SIGNED by )
for and on behalf of )
TAURUS INTERNATIONAL S.A. )
<PAGE> 1
EXHIBIT K
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: September 26, 1996
TAURUS INTERNATIONAL S.A.
By __________________________________
Its _________________________________
TAURUS INVESTMENTS S.A.
By __________________________________
Its _________________________________
MINORCO (U.S.A.) INC.
By __________________________________
Its _________________________________
MINORCO
By __________________________________
Its _________________________________
