<PAGE>
Page 1 of 44 Pages
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Schedule 13D
Under the Securities Exchange Act of 1934
(Amendment No. )*
TERRA NITROGEN COMPANY, L.P.
----------------------------
(Name of Issuer)
Common Units of Limited Partnership Interests
---------------------------------------------
(Title of Class of Securities)
881005 20 1
-------------------
(CUSIP Number)
<TABLE>
<CAPTION>
<S> <C> <C>
George H. Valentine N. Jordan
Corporate Secretary Secretary
Terra Industries Inc. Minorco
Terra Centre Taurus International S.A.
600 Fourth Street Taurus Investments S.A.
Sioux City, Iowa 51102-6000 9 Rue Sainte Zithe
(712) 277-1340 Luxembourg City,
Luxembourg
(352) 404-1101
</TABLE>
-------------------------------------------------------------
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
March 31, 1997
------------------------------------
(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 [X]. (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>
SCHEDULE 13D
- ----------------------- ---------------------
CUSIP NO. 881005 20 1 PAGE 2 OF 44 PAGES
- ----------------------- ---------------------
- ------------------------------------------------------------------------------
NAME OF REPORTING PERSON
1 S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Terra Nitrogen Corporation
EIN: 72-1159610
- ------------------------------------------------------------------------------
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
2 (a) [_]
(b) [X]
- ------------------------------------------------------------------------------
SEC USE ONLY
3
- ------------------------------------------------------------------------------
SOURCE OF FUNDS*
4
OO
- ------------------------------------------------------------------------------
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e) [_]
5
- ------------------------------------------------------------------------------
CITIZENSHIP OR PLACE OF ORGANIZATION
6
Delaware
- ------------------------------------------------------------------------------
SOLE VOTING POWER
7
NUMBER OF
-0-
SHARES -----------------------------------------------------------
SHARED VOTING POWER
BENEFICIALLY 8
OWNED BY 11,172,414 (See Item 5)
-----------------------------------------------------------
EACH SOLE DISPOSITIVE POWER
9
REPORTING
-0-
PERSON -----------------------------------------------------------
SHARED DISPOSITIVE POWER
WITH 10
11,172,414 (See Item 5)
- ------------------------------------------------------------------------------
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11
11,172,414 (See Item 5)
- ------------------------------------------------------------------------------
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
12
[_]
- ------------------------------------------------------------------------------
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13
60.4% (See Item 5)
- ------------------------------------------------------------------------------
TYPE OF REPORTING PERSON*
14
CO
- ------------------------------------------------------------------------------
<PAGE>
SCHEDULE 13D
- ----------------------- ---------------------
CUSIP NO. 881005 20 1 PAGE 3 OF 44 PAGES
- ----------------------- ---------------------
- ------------------------------------------------------------------------------
NAME OF REPORTING PERSON
1 S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Terra Capital, Inc. -- Due to direct ownership of 974,900 Common Units
and solely due to indirect ownership of 11,172,414 Common Units through
its wholly owned subsidiary, Terra Nitrogen Corporation
EIN: 42-1431650
- ------------------------------------------------------------------------------
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
2 (a) [_]
(b) [X]
- ------------------------------------------------------------------------------
SEC USE ONLY
3
- ------------------------------------------------------------------------------
SOURCE OF FUNDS*
4
00
- ------------------------------------------------------------------------------
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(D) or 2(E) [_]
5
- ------------------------------------------------------------------------------
CITIZENSHIP OR PLACE OF ORGANIZATION
6
Delaware
- ------------------------------------------------------------------------------
SOLE VOTING POWER
7
NUMBER OF
-0-
SHARES -----------------------------------------------------------
SHARED VOTING POWER
BENEFICIALLY 8
OWNED BY 12,147,314 (See Item 5)
-----------------------------------------------------------
EACH SOLE DISPOSITIVE POWER
9
REPORTING
-0-
PERSON -----------------------------------------------------------
SHARED DISPOSITIVE POWER
WITH 10
12,147,314 (See Item 5)
- ------------------------------------------------------------------------------
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11
12,147,314 (See Item 5)
- ------------------------------------------------------------------------------
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
12
[_]
- ------------------------------------------------------------------------------
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13
65.7% (See Item 5)
- ------------------------------------------------------------------------------
TYPE OF REPORTING PERSON*
14
CO
- ------------------------------------------------------------------------------
<PAGE>
SCHEDULE 13D
- ----------------------- ---------------------
CUSIP NO. 881005 20 1 PAGE 4 OF 44 PAGES
- ----------------------- ---------------------
- ------------------------------------------------------------------------------
NAME OF REPORTING PERSON
1 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
- ------------------------------------------------------------------------------
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
2 (a) [_]
(b) [X]
- ------------------------------------------------------------------------------
SEC USE ONLY
3
- ------------------------------------------------------------------------------
SOURCE OF FUNDS*
4
00
- ------------------------------------------------------------------------------
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(D) or 2(E) [_]
5
- ------------------------------------------------------------------------------
CITIZENSHIP OR PLACE OF ORGANIZATION
6
Delaware
- ------------------------------------------------------------------------------
SOLE VOTING POWER
7
NUMBER OF
-0-
SHARES -----------------------------------------------------------
SHARED VOTING POWER
BENEFICIALLY 8
OWNED BY 12,147,314 (See Item 5)
-----------------------------------------------------------
EACH SOLE DISPOSITIVE POWER
9
REPORTING
-0-
PERSON -----------------------------------------------------------
SHARED DISPOSITIVE POWER
WITH 10
12,147,314 (See Item 5)
- ------------------------------------------------------------------------------
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11
12,147,314 (See Item 5)
- ------------------------------------------------------------------------------
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
12
[_]
- ------------------------------------------------------------------------------
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13
65.7% (See Item 5)
- ------------------------------------------------------------------------------
TYPE OF REPORTING PERSON*
14
CO
- ------------------------------------------------------------------------------
<PAGE>
SCHEDULE 13D
- ----------------------- ---------------------
CUSIP NO. 881005 20 1 PAGE 5 OF 44 PAGES
- ----------------------- ---------------------
- ------------------------------------------------------------------------------
NAME OF REPORTING PERSON
1 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
- ------------------------------------------------------------------------------
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
2 (a) [_]
(b) [X]
- ------------------------------------------------------------------------------
SEC USE ONLY
3
- ------------------------------------------------------------------------------
SOURCE OF FUNDS*
4
00
- ------------------------------------------------------------------------------
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e) [_]
5
- ------------------------------------------------------------------------------
CITIZENSHIP OR PLACE OF ORGANIZATION
6
Maryland
- ------------------------------------------------------------------------------
SOLE VOTING POWER
7
NUMBER OF
-0-
SHARES -----------------------------------------------------------
SHARED VOTING POWER
BENEFICIALLY 8
OWNED BY 12,147,314 (See Item 5)
-----------------------------------------------------------
EACH SOLE DISPOSITIVE POWER
9
REPORTING
-0-
PERSON -----------------------------------------------------------
SHARED DISPOSITIVE POWER
WITH 10
12,147,314 (See Item 5)
- ------------------------------------------------------------------------------
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11
12,147,314 (See Item 5)
- ------------------------------------------------------------------------------
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
12
[_]
- ------------------------------------------------------------------------------
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13
65.7% (See Item 5)
- ------------------------------------------------------------------------------
TYPE OF REPORTING PERSON*
14
CO
- ------------------------------------------------------------------------------
<PAGE>
SCHEDULE 13D
- ----------------------- ---------------------
CUSIP NO. 881005 20 1 PAGE 6 OF 44 PAGES
- ----------------------- ---------------------
- ------------------------------------------------------------------------------
NAME OF REPORTING PERSON
1 S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Taurus Investments S.A. -- Solely due to indirect ownership through its
ownership of 7.2% of the common stock of Terra
- ------------------------------------------------------------------------------
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
2 (a) [_]
(b) [X]
- ------------------------------------------------------------------------------
SEC USE ONLY
3
- ------------------------------------------------------------------------------
SOURCE OF FUNDS*
4
00
- ------------------------------------------------------------------------------
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(D) or 2(E) [_]
5
- ------------------------------------------------------------------------------
CITIZENSHIP OR PLACE OF ORGANIZATION
6
Luxembourg
- ------------------------------------------------------------------------------
SOLE VOTING POWER
7
NUMBER OF
-0-
SHARES -----------------------------------------------------------
SHARED VOTING POWER
BENEFICIALLY 8
OWNED BY 12,147,314 (See Item 5)
-----------------------------------------------------------
EACH SOLE DISPOSITIVE POWER
9
REPORTING
-0-
PERSON -----------------------------------------------------------
SHARED DISPOSITIVE POWER
WITH 10
12,147,314 (See Item 5)
- ------------------------------------------------------------------------------
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11
12,147,314 (See Item 5)
- ------------------------------------------------------------------------------
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
12
[_]
- ------------------------------------------------------------------------------
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13
65.7% (See Item 5)
- ------------------------------------------------------------------------------
TYPE OF REPORTING PERSON*
14
CO
- ------------------------------------------------------------------------------
<PAGE>
SCHEDULE 13D
- ----------------------- ---------------------
CUSIP NO. 881005 20 1 PAGE 7 OF 44 PAGES
- ----------------------- ---------------------
- ------------------------------------------------------------------------------
NAME OF REPORTING PERSON
1 S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Taurus International S.A. -- Solely due to indirect ownership through its
ownership of 49.8% of the common stock of Terra Industries Inc.
- ------------------------------------------------------------------------------
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
2 (a) [_]
(b) [X]
- ------------------------------------------------------------------------------
SEC USE ONLY
3
- ------------------------------------------------------------------------------
SOURCE OF FUNDS*
4
00
- ------------------------------------------------------------------------------
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e) [_]
5
- ------------------------------------------------------------------------------
CITIZENSHIP OR PLACE OF ORGANIZATION
6
Luxembourg
- ------------------------------------------------------------------------------
SOLE VOTING POWER
7
NUMBER OF
-0-
SHARES -----------------------------------------------------------
SHARED VOTING POWER
BENEFICIALLY 8
OWNED BY 12,147,314 (See Item 5)
-----------------------------------------------------------
EACH SOLE DISPOSITIVE POWER
9
REPORTING
-0-
PERSON -----------------------------------------------------------
SHARED DISPOSITIVE POWER
WITH 10
12,147,314 (See Item 5)
- ------------------------------------------------------------------------------
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11
12,147,314 (See Item 5)
- ------------------------------------------------------------------------------
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
12
[_]
- ------------------------------------------------------------------------------
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13
65.7% (See Item 5)
- ------------------------------------------------------------------------------
TYPE OF REPORTING PERSON*
14
CO
- ------------------------------------------------------------------------------
<PAGE>
SCHEDULE 13D
- ----------------------- ---------------------
CUSIP NO. 881005 20 1 PAGE 8 OF 44 PAGES
- ----------------------- ---------------------
- ------------------------------------------------------------------------------
NAME OF REPORTING PERSON
1 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.
- ------------------------------------------------------------------------------
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
2 (a) [_]
(b) [X]
- ------------------------------------------------------------------------------
SEC USE ONLY
3
- ------------------------------------------------------------------------------
SOURCE OF FUNDS*
4
00
- ------------------------------------------------------------------------------
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(D) or 2(E) [_]
5
- ------------------------------------------------------------------------------
CITIZENSHIP OR PLACE OF ORGANIZATION
6
Luxembourg
- ------------------------------------------------------------------------------
SOLE VOTING POWER
7
NUMBER OF
-0-
SHARES -----------------------------------------------------------
SHARED VOTING POWER
BENEFICIALLY 8
OWNED BY 12,147,314 (See Item 5)
-----------------------------------------------------------
EACH SOLE DISPOSITIVE POWER
9
REPORTING
-0-
PERSON -----------------------------------------------------------
SHARED DISPOSITIVE POWER
WITH 10
12,147,314 (See Item 5)
- ------------------------------------------------------------------------------
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11
12,147,314 (See Item 5)
- ------------------------------------------------------------------------------
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
12
[_]
- ------------------------------------------------------------------------------
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13
65.7% (See Item 5)
- ------------------------------------------------------------------------------
TYPE OF REPORTING PERSON*
14
CO
- ------------------------------------------------------------------------------
<PAGE>
Page 9 of 44 Pages
Item 1. Security and Issuer.
This statement relates to Common Units of limited partnership interests
(the "Common 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) Taurus Investments S.A., a
company incorporated under the laws of Luxembourg ("Taurus Investments"), by
virtue of its ownership of 7.2% of the outstanding common stock of Terra; (vi)
Taurus International S.A., a company incorporated under the laws of Luxembourg
("Taurus International"), by virtue of its direct ownership of 49.8% of the
outstanding common stock of Terra; and (vii) Minorco, a company incorporated
under the laws of Luxembourg ("Minorco"), by virtue of its direct or indirect
ownership of all the outstanding common stock of each of Taurus International
and Taurus Investments (TNC, Terra Capital, Terra Holdings, Terra, 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 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. 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. 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.
(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
<PAGE>
Page 10 of 44 Pages
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.
Pursuant to TNCLP's Agreement of Limited Partnership, on December 31, 1996,
TNC, as general partner of TNCLP (TNC is sometimes hereinafter referred to as
the "General Partner"), mailed notice to the holders of its senior units of
limited partnership interests (the "Senior Units") that on December 31, 1996 the
Senior Conversion Date (as defined in the Agreement of Limited Partnership) had
occurred and that such holders had the right to elect to convert their Senior
Units into Common Units. Prior to the March 31, 1997 conversion expiration date,
TNC and Terra Capital elected to convert 6,000,000 and 974,900 Senior Units,
respectively, into Common Units (which Senior Units represented all Senior Units
held by such entities). Pursuant to TNCLP's Agreement of Limited Partnership,
such conversion occurred on March 31, 1997. 5,172,414 Common Units have been
held by TNC since the formation of TNCLP in 1991.
Item 4. Purpose of Transaction.
TNC and Terra Capital elected to convert the Senior Units into Common Units
pursuant to the Agreement of Limited Partnership (see Item 3). 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 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.
Pursuant to the terms of TNCLP's Agreement of Limited Partnership, TNC, as
the General Partner, has notified the holders of the Senior Units of record on
April 1, 1997 that TNCLP has elected to redeem all outstanding Senior Units on
May 27, 1997 on which date the Senior Units will be deemed to be no longer
outstanding.
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.
<PAGE>
Page 11 of 44 Pages
Item 5. Interest in Securities of the Issuer.
(a) TNC is the beneficial owner of 11,172,414 Common Units, which in the
aggregate represents approximately 60.4% of the outstanding Common Units. Terra
Capital is the direct beneficial owner of 974,900 Common 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 Common Units beneficially owned by
TNC, which in the aggregate represents approximately 65.7% of the outstanding
Common Units. The percentage calculated in this Item 5 is based upon 18,501,576
Common Units outstanding as of April 1, 1997, as disclosed in TNCLP's press
release dated April 3, 1997 announcing the results of the Senior Unit
conversion.
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 Common 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 Common 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 49.8% and 7.2% of Terra's common stock, respectively),
Minorco may be deemed to possess indirect beneficial ownership of the Common
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 Common Units. Certain of the
persons named in Annex A to this Statement beneficially own Common 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 11,172,414 Common 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 Common 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
Common 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 Common 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 Common 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 Common
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 Common 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 Common
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 49.8% and 7.2% of Terra's common stock, respectively), Minorco may be
deemed to possess indirect beneficial ownership of the Common 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
Common 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
<PAGE>
Page 12 of 44 Pages
owner of any securities covered by this Statement other than securities owned of
record by such Reporting Person.
(c) Except as indicated below or 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 Common Units
during the past 60 days. Pursuant to TNCLP's Agreement of Limited Partnership,
Steven A. Savage, Erik L. Slockers and Charles J. Pero, officers of TNC,
converted 4,000, 1,800 and 750 Senior Units, respectively, into Common Units on
March 31, 1997.
(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 Common Units beneficially owned by TNC and Terra Capital.
(e) Not applicable.
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 13 of 44 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: April 7, 1997
TERRA NITROGEN CORPORATION
By /s/ George H. Valentine
Its Vice President and General Counsel
<PAGE>
Page 14 of 44 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: April 7, 1997
TERRA CAPITAL, INC.
By /s/ George H. Valentine
Its Vice President and Corporate Secretary
<PAGE>
Page 15 of 44 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: April 7, 1997
TERRA CAPITAL HOLDINGS, INC.
By /s/ George H. Valentine
Its Vice President and Corporate Secretary
<PAGE>
Page 16 of 44 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: April 7, 1997
TERRA INDUSTRIES INC.
By /s/ George H. Valentine
Its Senior Vice President, General Counsel and
Corporate Secretary
<PAGE>
Page 17 of 44 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: April 7, 1997
TAURUS INVESTMENTS S.A.
By /s/ Nick Jordan
Its Secretary
<PAGE>
Page 18 of 44 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: April 7, 1997
TAURUS INTERNATIONAL S.A.
By /s/ Nick Jordan
Its Secretary
<PAGE>
Page 19 of 44 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: April 7, 1997
MINORCO
By /s/ Nick Jordan
Its Secretary
<PAGE>
Page 20 of 44 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 (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: Executive Vice President and Chief Operating Officer,
Terra
<PAGE>
Page 21 of 44 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 Common 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: Bryan D. Evans (Vice President, Marketing)
Citizenship: United States of America
Business Address: 5100 E. Skelly Drive, Suite 800
Tulsa, Oklahoma 74135-6565
Principal Occupation: Vice President, Marketing, TNC
Name: Erik L. Slockers (Vice President, Controller &
Assistant Secretary)
Beneficially owns 1,800 Common 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 Common 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 22 of 44 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 23 of 44 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 24 of 44 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 (Executive Vice President and SECTION I
Chief Operating Officer)
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 (Vice President, Business SECTION I
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: Four Embarcadero Center
Suite 650
San Francisco, CA 94111
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 25 of 44 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 26 of 44 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 27 of 44 Pages
V. Information with Respect to Persons in Control of Reporting Persons
The capital stock of Minorco is owned in part as follows:
approximately 45.8%, 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 22.6%, directly or
through subsidiaries, by De Beers Centenary AG ("Centenary"), a publicly held
Swiss diamond mining and investment company. Approximately 38.5% 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, 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, Mr. Basil T.A. Hone beneficially
owns 3,000 Minorco Ordinary Shares and 1,000 Anglo American Ordinary Shares,
each constituting less than one percent of the outstanding shares of the
respective issuers.
<PAGE>
Page 28 of 44 Pages
VI. 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
<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, Centenary, Executive
Director and Chairman, 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)
Citizenship: Belgian
Business Address: 30 Rue Royale, B-1000
Brussels, Belgium
Principal Occupation: Chairman, Societe Generale de Belgique (Bank)
</TABLE>
<PAGE>
Page 29 of 44 Pages
<TABLE>
<CAPTION>
<S> <C>
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: President, Minorco Argentina 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, Chairman, Minorco (U.S.A.) Inc.
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>
Page 30 of 44 Pages
<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 EC1N 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
</TABLE>
<PAGE>
Page 31 of 44 Pages
VII. 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 Investments 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
A.W. LEA (Director) SECTION IV
<TABLE>
<CAPTION>
<S> <C>
Name: N. Jordan (Director and Secretary)
Citizenship: British
Business Address: 9 rue Sainte Zithe
L-2763 Luxembourg City, Luxembourg
Principal Occupation: Secretary, Minorco
Name: D.A. Turner (Director)
Citizenship: British
Business Address: 9 rue Sainte Zithe
L-2763 Luxembourg City, Luxembourg
Principal Occupation: Senior Vice President, Finance,
Minorco
</TABLE>
<PAGE>
Page 32 of 44 Pages
VIII. 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 33 of 44 Pages
IX. 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 VI
E. P. GUSH (Executive Director and
Deputy Chairman) SECTION VI
M. W. KING (Executive Director) SECTION VI
A. W. LEA (Director) SECTION IV
N. F. OPPENHEIMER (Deputy Chairman and
Executive Director) SECTION VI
G. W. H. RELLY (Executive Director) SECTION VI
H. R. SLACK (Director) SECTION IV
J. OGILVIE THOMPSON (Chairman and Executive
Director) SECTION VI
T. C. A. WADESON (Group Technical Director) SECTION VI
G. S. YOUNG (Executive Director) SECTION VI
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, AAC and Chief Executive, Anglo
American Corporation Services Limited (Services Company)
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,
Republic of South Africa
Principal Occupation: Executive Director and Deputy Chairman, AAC and
Director and Chairman, Amic
<PAGE>
Page 34 of 44 Pages
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, AAC
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 and Centenary
Name: B.E. Davison (Director)
Citizenship: South African
Business Address: 28 Harrison Street, Johannesburg, 2001,
Republic of South Africa
Principal Occupation: Director, AAC and Managing Director, Anglo American
Platinum Corporation Limited (Platinum investment
company)
Name: A. D. Deuchar (Executive Director and Group Deputy
Technical Director - Metallurgy)
Citizenship: Australian
Business Address: 44 Main Street, Johannesburg, 2001,
Republic of South Africa
<PAGE>
Page 35 of 44 Pages
Principal Occupation: Executive Director and Group Deputy Technical Director
Metallurgy, AAC
Name: J. F. Drysdale (Alternate Director)
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,
Limited (Investment banking firm)
<PAGE>
Page 36 of 44 Pages
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
<PAGE>
Page 37 of 44 Pages
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: Executive Director
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: Group Deputy Technical Director, 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 Group Deputy Technical
Director - Mining, AAC
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)
Citizenship: South African
Business Address: 44 Main Street, Johannesburg, 2001,
<PAGE>
Page 38 of 44 Pages
Republic of South Africa
Principal Occupation: Alternate Director and Financial Director, 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: R.S. Robertson (Alternate Director)
Citizenship: British
Business Address: 40 Holborn Viaduct
London, England EC1N 2PQ
Principal Occupation: Senior Vice President, Minorco and Alternate
Director AAC
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,
Mondi Limited (Paper manufacturer)
Name: D. J. van Jaarsveld (Alternate Director)
Citizenship: South African
<PAGE>
Page 39 of 44 Pages
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 40 of 44 Pages
X. 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 VI
N. F. OPPPENHEIMER (Director and Deputy
Chairman) SECTION VI
J. W. CAMPBELL (Director) SECTION IX
R M. CRAWFORD (Director) SECTION IX
E. P. GUSH (Director) SECTION VI
J.C.L. KESWICK (Director) SECTION IX
A. E. OPPENHEIMER (Director and President) SECTION IX
G. W. H. RELLY (Director) SECTION VI
G. M. RALFE (Director) SECTION IX
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: 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
<PAGE>
Page 41 of 44 Pages
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 42 of 44 Pages
XI. 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 VI
N. F. OPPENHEIMER (Director and Deputy
Chairman) SECTION VI
G. F. H. BURNE (Director) SECTION X
J. W. CAMPBELL (Director) SECTION IX
T. W. H. CAPON (Director) SECTION X
R M. CRAWFORD (Director) SECTION IX
E. P. GUSH (Director) SECTION VI
J. C. L. KESWICK (Director) SECTION IX
L. A. LINCOLN (Director) SECTION X
B. MAROLE (Director) SECTION X
O. K. MATAMBO (Director) SECTION X
A. E. OPPENHEIMER (Director) SECTION IX
J. P. PUDNEY (Director) SECTION X
G. M. RALFE (Director) SECTION IX
G. W. H. RELLY (Director) SECTION VI
<PAGE>
Page 43 of 44 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: April 7, 1997
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 44 of 44 Pages
TAURUS INTERNATIONAL S.A.
By /s/ Nick Jordan
Its Secretary
TAURUS INVESTMENTS S.A.
By /s/ Nick Jordan
Its Secretary
MINORCO
By /s/ Nick Jordan
Its Secretary
