<PAGE>
Page 1 of 39 Pages
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Amendment No. 1 to
Schedule 13D
Under the Securities Exchange Act of 1934
TERRA NITROGEN COMPANY, L.P.
----------------------------
(Name of Issuer)
Common Units of Limited Partnership Interests
---------------------------------------------
(Title of Class of Securities)
881005 20 1
-------------------
(CUSIP Number)
N. Jordan
Secretary
George H. Valentine Minorco
Corporate Secretary Taurus International S.A.
Terra Industries, Inc. Taurus Investments S.A.
Terra Centre 9 Rue Sainte Zithe
600 Fourth Street Luxembourg City,
Sioux City, Iowa 51102-6000 Luxembourg
(712) 277-1340 (352) 404-1101
-----------------------------------------------------------------------
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
April 28, 1998
--------------------------------------------
(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 [_].
<PAGE>
- ----------------------- ---------------------
CUSIP NO. 881005 20 1 13D PAGE 2 OF 39 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
11,172,414 (See Item 5)
OWNED BY
-----------------------------------------------------------
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>
- ----------------------- ---------------------
CUSIP NO. 881005 20 1 13D PAGE 3 OF 39 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 1,193,300 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
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
12,365,714 Common Units (See Item 5)
OWNED BY
-----------------------------------------------------------
EACH SOLE DISPOSITIVE POWER
9
REPORTING -0-
PERSON -----------------------------------------------------------
SHARED DISPOSITIVE POWER
WITH 10
12,365,714 Common Units (See Item 5)
- ------------------------------------------------------------------------------
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11
12,365,714 Common Units (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
66.8% (See Item 5)
- ------------------------------------------------------------------------------
TYPE OF REPORTING PERSON*
14
CO
- ------------------------------------------------------------------------------
<PAGE>
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CUSIP NO. 881005 20 1 13D PAGE 4 OF 39 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
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
12,365,714 Common Units (See Item 5)
OWNED BY
-----------------------------------------------------------
EACH SOLE DISPOSITIVE POWER
9
REPORTING -0-
PERSON -----------------------------------------------------------
SHARED DISPOSITIVE POWER
WITH 10
12,365,714 Common Units (See Item 5)
- ------------------------------------------------------------------------------
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11
12,365,714 Common Units (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
66.8% (See Item 5)
- ------------------------------------------------------------------------------
TYPE OF REPORTING PERSON*
14
CO
- ------------------------------------------------------------------------------
<PAGE>
- ----------------------- ---------------------
CUSIP NO. 881005 20 1 13D PAGE 5 OF 39 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
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
Maryland
- ------------------------------------------------------------------------------
SOLE VOTING POWER
7
NUMBER OF -0-
SHARES -----------------------------------------------------------
SHARED VOTING POWER
BENEFICIALLY 8
12,365,714 Common Units (See Item 5)
OWNED BY
-----------------------------------------------------------
EACH SOLE DISPOSITIVE POWER
9
REPORTING -0-
PERSON -----------------------------------------------------------
SHARED DISPOSITIVE POWER
WITH 10
12,365,714 Common Units (See Item 5)
- ------------------------------------------------------------------------------
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11
12,365,714 Common Units (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
66.8% (See Item 5)
- ------------------------------------------------------------------------------
TYPE OF REPORTING PERSON*
14
CO
- ------------------------------------------------------------------------------
<PAGE>
- ----------------------- ---------------------
CUSIP NO. 881005 20 1 13D PAGE 6 OF 39 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 5.3% 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
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
Luxembourg
- ------------------------------------------------------------------------------
SOLE VOTING POWER
7
NUMBER OF -0-
SHARES -----------------------------------------------------------
SHARED VOTING POWER
BENEFICIALLY 8
12,365,714 Common Units (See Item 5)
OWNED BY
-----------------------------------------------------------
EACH SOLE DISPOSITIVE POWER
9
REPORTING -0-
PERSON -----------------------------------------------------------
SHARED DISPOSITIVE POWER
WITH 10
12,365,714 Common Units (See Item 5)
- ------------------------------------------------------------------------------
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11
12,365,714 Common Units (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
66.8% (See Item 5)
- ------------------------------------------------------------------------------
TYPE OF REPORTING PERSON*
14
CO
- ------------------------------------------------------------------------------
<PAGE>
- ----------------------- ---------------------
CUSIP NO. 881005 20 1 13D PAGE 7 OF 39 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 51.4% 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
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
Luxembourg
- ------------------------------------------------------------------------------
SOLE VOTING POWER
7
NUMBER OF -0-
SHARES -----------------------------------------------------------
SHARED VOTING POWER
BENEFICIALLY 8
12,365,714 Common Units (See Item 5)
OWNED BY
-----------------------------------------------------------
EACH SOLE DISPOSITIVE POWER
9
REPORTING -0-
PERSON -----------------------------------------------------------
SHARED DISPOSITIVE POWER
WITH 10
12,365,714 Common Units (See Item 5)
- ------------------------------------------------------------------------------
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11
12,365,714 Common Units (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
66.8% (See Item 5)
- ------------------------------------------------------------------------------
TYPE OF REPORTING PERSON*
14
CO
- ------------------------------------------------------------------------------
<PAGE>
- ----------------------- ---------------------
CUSIP NO. 881005 20 1 13D PAGE 8 OF 39 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
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
Luxembourg
- ------------------------------------------------------------------------------
SOLE VOTING POWER
7
NUMBER OF -0-
SHARES -----------------------------------------------------------
SHARED VOTING POWER
BENEFICIALLY 8
12,365,714 Common Units (See Item 5)
OWNED BY
-----------------------------------------------------------
EACH SOLE DISPOSITIVE POWER
9
REPORTING -0-
PERSON -----------------------------------------------------------
SHARED DISPOSITIVE POWER
WITH 10
12,365,714 Common Units (See Item 5)
- ------------------------------------------------------------------------------
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11
12,365,714 Common Units (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
66.8% (See Item 5)
- ------------------------------------------------------------------------------
TYPE OF REPORTING PERSON*
14
CO
- ------------------------------------------------------------------------------
<PAGE>
Page 9 of 39 Pages
Item 1. Security and Issuer.
-------------------
This Amendment No. 1 to the Schedule 13D dated March 31, 1997 of the
Reporting Persons relates to Common Units of limited partnership interests (the
"Common Units") of Terra Nitrogen Company, L.P., a Delaware limited partnership
("TNCLP"). The principal executive offices of TNCLP are at 600 Fourth Street,
Sioux City, Iowa 51101.
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 Common Units; (ii)
Terra Capital, Inc., a Delaware corporation ("Terra Capital"), by virtue of its
direct beneficial ownership of Common 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 direct ownership of 5.3% 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 51.4%
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 600 Fourth Street, Sioux City, Iowa 51101. The address of the principal
business and principal office of each of Terra Capital, Terra Holdings and Terra
is 600 Fourth Street, Sioux City, Iowa 51101. 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).
<PAGE>
Page 10 of 39 Pages
(e) During the last five years, none of the Reporting Persons nor, to
the best knowledge of the Reporting Persons, any of the persons named in Annex A
to this Statement, was a party to a civil proceeding of a judicial or
administrative body of competent jurisdiction as a result of which any such
person was or is subject to a judgment, decree or final order enjoining future
violations of, or prohibiting or mandating activities subject to, federal or
state securities laws or finding any violation with respect to such laws.
(f) Except as otherwise indicated on Annex A, all persons named in
Annex A to this Statement are citizens of the United States.
Item 3. Source and Amount of Funds or Other Consideration.
-------------------------------------------------
TNC and Terra Capital converted 6,000,000 and 974,900 Senior Units of
limited partnership interests in TNCLP (the "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 on March 31,
1997. 5,172,414 Common Units have been held by TNC since the formation of TNCLP
in 1991.
The source of funds used or to be used by Terra or its subsidiaries to
acquire additional Common Units is available cash or borrowings under existing
bank facilities. The amount of funds expended for January 1998 and April 1998
purchases totalled $5.88 million.
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 Common Units pursuant to
open market purchases, merger, tender offer or otherwise or dispose of all or a
portion of its investment in TNCLP.
Terra announced in December 1997 that it may purchase up to 4 million
additional Common Units on the open market and through privately negotiated
transactions. Terra Capital purchased 86,100 Common Units in late January 1998
and 132,300 Common Units in late April 1998 pursuant to the stock buy-back
authority granted by the Terra board of directors. Under the terms of the
Agreement of Limited Partnership, Terra has the right to acquire all outstanding
Common Units based on market value when its ownership interest reaches 75%.
Although Terra reserves the right to consider in the future whether to acquire
all the Common Units pursuant to this right, it does not now have any present
plan or intention to do so.
Under the terms of TNCLP's Agreement of Limited Partnership, TNC, as
the General Partner, has exclusive authority to manage the business and
operations of TNCLP. As sole stockholder of TNC, Terra has the power to elect
the TNC board of directors and therefore may be deemed to effectively control
the management of TNC. Although Terra may change the directors and management of
TNC in the future, it does not have any present intention or plan of doing so.
Except as described in Item 3 or this Item 4, none of the Reporting
Persons, nor, to the best knowledge of the Reporting Persons, any of the persons
named in Annex A to this Statement, has formulated any plans or proposals which
relate to or would result in: (a) the acquisition by any person of additional
securities of TNCLP, or the disposition of securities of TNCLP; (b) an
extraordinary corporate transaction, such as a merger, reorganization or
liquidation, involving TNCLP or any of its subsidiaries; (c) a sale or transfer
of a material amount of assets of TNCLP or any of its subsidiaries; (d) any
change in the present Board of Directors or management of the General Partner,
including any plans or proposals to change the number or term of directors or to
fill any existing vacancies on the Board; (e) any material change in the present
capitalization or distribution policy of TNCLP; (f) any other material change in
TNCLP's business or corporate structure; (g) any changes in TNCLP's Certificate
of Limited Partnership or Agreement of Limited Partnership
<PAGE>
Page 11 of 39 Pages
or other actions which may impede the acquisition of control of TNCLP by any
person; (h) causing a class of securities of TNCLP to be delisted from a
national securities exchange or to cease to be authorized to be quoted in an
interdealer quotation system of a registered national securities association;
(i) causing a class of equity securities of TNCLP to become eligible for
termination of registration pursuant to Section 12(g)(4) of the Act; or (j) any
action similar to those enumerated above.
Item 5. Interest in Securities of the Issuer.
------------------------------------
(a) TNC is the direct 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 1,193,300 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. Thus, Terra Capital's direct and indirect ownership
in the aggregate represents approximately 66.8% of the outstanding Common Units.
The percentage calculated in this Item 5 is based upon 18,501,576 Common Units
outstanding.
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 51.4% and 5.3% 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 1,193,300 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 51.4% and 5.3% of Terra's common stock, respectively), Minorco may be
deemed to possess indirect beneficial
<PAGE>
Page 12 of 39 Pages
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 owner of any
securities covered by this Statement other than securities owned of record by
such Reporting Person.
(c) Except 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, has effected a transaction in Common Units during the past 60
days:
(i) Terra Capital recently purchased Common Units on the open
market as follows:
<TABLE>
<CAPTION>
Purchase Date Number of Units Price per Unit
------------- --------------- --------------
<S> <C> <C> <C>
1/28/98 86,100 $29.8750
4/24/98 36,800 24.8935
4/27/98 48,000 24.9328
4/28/98 26,500 25.0000
4/29/98 15,000 24.9563
4/30/98 6,000 25.0000
-------
Total 218,400
</TABLE>
(ii) Erik L. Slockers, an executive officer of TNC, sold 300
Common Units on March 9, 1998 in the open market at $30.00
per Unit.
(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 39 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 30, 1998 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 14 of 39 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 30, 1998 TAURUS INVESTMENTS S.A.
By /s/ Nick Jordan
Its Secretary
TAURUS INTERNATIONAL S.A.
By /s/ Nick Jordan
Its Secretary
MINORCO
By /s/ Nick Jordan
Its Secretary
<PAGE>
Page 15 of 39 Pages
ANNEX A
I. The following table sets forth certain information concerning each of the
Directors and Officers of TNC.
<TABLE>
<S> <C>
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: W. Mark Rosenbury
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, European Operations and Managing
Director, Terra Nitrogen (U.K.) Limited, 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
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.
</TABLE>
<PAGE>
Page 16 of 39 Pages
<TABLE>
<S> <C>
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: Erik L. Slockers (Vice President, Controller & Assistant
Secretary)
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: Dennis B. Longmire (Director)
Citizenship: United States of America
Business Address: 251 O'Connor Ridge Blvd., Suite 300
Irving, Texas 75038
Principal Occupation: Chairman of the Board and Chief Executive Officer of
Darling International Inc.
Name: Burton M. Joyce
Citizenship: United States of America
Business Address: Terra Centre
600 Fourth Street, P.O. Box 6000
Sioux City, Iowa 51102-6000
Principal Occupation: President and Chief Executive Officer, Terra
Name: Paula C. Norton
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, Terra
</TABLE>
<PAGE>
Page 17 of 39 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:
<TABLE>
<S> <C> <C>
Francis G. Meyer (Director, Vice President and Treasurer) SECTION I
George H. Valentine (Director, Vice President and Corporate SECTION I
Secretary)
Michael L. Bennett (Director, Vice President) SECTION I
Burton M. Joyce (Director, President) SECTION I
</TABLE>
<PAGE>
Page 18 of 39 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:
<TABLE>
<S> <C> <C>
Burton M. Joyce (Director, President) SECTION I
Francis G. Meyer (Director, Vice President and Treasurer) SECTION I
George H. Valentine (Director, Vice President and Corporate SECTION I
Secretary)
</TABLE>
<PAGE>
Page 19 of 39 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:
<TABLE>
<CAPTION>
<S> <C> <C>
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 I
Chief Executive Officer)
Francis G. Meyer (Senior Vice President and SECTION I
Chief Financial Officer)
Paula C. Norton (Vice President, Corporate and SECTION I
Investor Relations)
W. Mark Rosenbury (Vice President, European Operations SECTION I
and Managing Director, Terra
Nitrogen (U.K.))
George H. Valentine (Senior Vice President, General SECTION I
Counsel and Corporate Secretary)
Name: William R. Loomis, Jr. (Chairman and Director)
----------------------
Citizenship: United States of America
Business Address: 30 Rockefeller Plaza, 62nd Floor
New York, NY 10020
Principal Occupation: Managing Director, Lazard Freres & Co. LLC
Name: Edward G. Beimfohr (Director)
------------------
Citizenship: United States of America
Business Address: 320 Park Avenue
New York, New York 10022-6815
Principal Occupation: Partner, Lane & Mittendorf (Law Firm)
Director, Minorco
Name: Carole 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
</TABLE>
<PAGE>
Page 20 of 39 Pages
<TABLE>
<CAPTION>
<S> <C>
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: Boite Postale 185
L-2011 Luxembourg City, Luxembourg
Principal Occupation: Finance Director, Minorco
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
Name: Robert L. Thompson (Director)
------------------
Citizenship: United States of America
Business Address: 38 Winrock Drive
Morrilton, Arkansas 72110-9370
Principal Occupation: President and Chief Executive Officer, Winrock
International
</TABLE>
<PAGE>
Page 21 of 39 Pages
V. Information with Respect to Persons in Control of Reporting Persons
The capital stock of Minorco is owned in part as follows: approximately
45.6%, directly or through subsidiaries, by Anglo American Corporation of South
Africa Limited ("AAC" or "Anglo American") which is a publicly held mining and
finance company and approximately 22.5%, directly or through subsidiaries, by
DeBeers Centenary AG ("Centenary"), a publicly held Swiss diamond mining and
investment company. Approximately 38.2% of the capital stock of Anglo American
is owned, directly or through subsidiaries, by DeBeers Consolidated Mines
Limited ("DeBeers"), 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 DeBeers is owned, directly or through subsidiaries, by
Anglo American. DeBeers 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 DeBeers is 36
Stockdale Street, Kimberley 8301, South Africa.
Mr. Nicholas F. Oppenheimer, Deputy Chairman and a director of Anglo
American, Chairman and a director of Centenary and DeBeers 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 7.1% of the outstanding shares of Minorco and
approximately 8.8% of the outstanding shares of Anglo American.
<PAGE>
Page 22 of 39 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:
<TABLE>
<CAPTION>
<S> <C> <C>
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>
<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 of Minorco, Deputy Chairman of De Beers
& Centenary,
Executive Director & Chairman of AAC, Director
of 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: A.R. Attwood (Treasurer)
Citizenship: British
Business Address: 9 rue Sainte Zithe
L-2763 Luxembourg City, Luxembourg
Principal Occupation: Treasurer, Minorco
Name: A.A. Walker (Head of Exploration)
Citizenship: British
Business Address: 40 Holborn Viaduct
London, England ECIN 2PQ
Principal Occupation: Head of Exploration, Minorco
Name: P. C. D. Burnell (Director)
Citizenship: British
Business Address: 40 Holborn Viaduct
London, England EC1N 2PQ
Principal Occupation: Executive Director, Minorco
</TABLE>
<PAGE>
Page 23 of 39 Pages
<TABLE>
<CAPTION>
<S> <C>
Name: T.H. Claiborne (Vice President)
Citizenship: United States
Business Address: 40 Holborn Viaduct
London, England EC1N 2PQ
Principal Occupation: Vice President, Minorco
Name: C.B. Corrin (Senior Vice President)
Citizenship: British
Business Address: 40 Holborn Viaduct
London, England EC1N 2PQ
Principal Occupation: Senior Vice President & Secretary to the London Executive
Committee, 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)
Name: J.M.N. Evans (Executive Vice President)
Citizenship: British
Business Address: 40 Holborn Viaduct
London, England EC1N 2PQ
Principal Occupation: Executive Vice President - Technical, Minorco
Name: K.R. Farrell (Controller)
Citizenship: British
Business Address: 9 rue Sainte Zithe
L-2763 Luxembourg City, Luxembourg
Principal Occupation: Controller, Minorco
Name: M.J. Gordon (Executive Vice President)
Citizenship: British
Business Address: 40 Holborn Viaduct
London, England EC1N 2PQ
Principal Occupation: Executive Vice President - Head of Strategic Planning and
Special Projects, Minorco
</TABLE>
<PAGE>
Page 24 of 39 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, Centenary & Amgold.
Name: F.K.J. Jackson (Senior Vice President)
Citizenship: British
Business Address: 40 Holborn Viaduct
London, England EC1N 2PQ
Principal Occupation: Senior Vice President, Minorco
Name: N. Jordan (Secretary)
Citizenship: British
Business Address: 9 rue Sainte Zithe
L-2763 Luxembourg City, Luxembourg
Principal Occupation: Secretary, Minorco
Name: B.L. Keisler (Senior Vice President)
Citizenship: United States
Business Address: 40 Holborn Viaduct
London, England EC1N 2PQ
Principal Occupation: Senior Vice President, General Counsel and Head of
Legal Services, Minorco
Name: M. W. King (Director)
Citizenship: South African
Business Address: 44 Main Street, Johannesburg, 2001
Republic of South Africa
Principal Occupation: Executive Director and Deputy Chairman, 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 Chairman, De Beers, Centenary,
Deputy Chairman and Director, AAC, Chairman,
Amgold
</TABLE>
<PAGE>
Page 25 of 39 Pages
Name: C. E. Ritchie (Director)
-------------
Citizenship: Canadian
Business Address: 44 King Street West
Toronto, Ontario M5H 1E2
Principal Occupation: Former Chairman & CEO, Bank of Nova Scotia (Commercial
bank)
Name: R.S. Robertson (Senior Vice President)
--------------
Citizenship: British
Business Address: 40 Holborn Viaduct
London, England EC1N 2PQ
Principal Occupation: Senior Vice President and Managing Director, Industrial
Minerals Division, Minorco
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: H.F. Torkington (Vice President)
---------------
Citizenship: British
Business Address: 40 Holborn Viaduct
London, England EC1N 2PQ
Principal Occupation: Vice President & Deputy Head of Corporate Finance,
Minorco
Name: A. J. Trahar (Director)
------------
Citizenship: South African
Business Address: 44 Main Street, Johannesburg, 2001,
Republic of South Africa
Principal Occupation: Executive Director, AAC; Director and Deputy Chairman,
Amic; Executive Chairman, Mondi Limited (Paper
manufacturer)
Name: D.A. Turner (Senior Vice President)
-----------
Citizenship: British
Business Address: 9, rue Sainte Zithe
L-2763 Luxembourg
Principal Occupation: Senior Vice President - Finance, Minorco
<PAGE>
Page 26 of 39 Pages
Name: N.K. Von Schirnding (Vice President, Investor & Corporate
-------------------
Affairs)
Citizenship: South African
Business Address: 40 Holborn Viaduct
London, England EC1N 2PQ
Principal Occupation: Vice President, Investor & Corporate Affairs, Minorco
Name: T C. A. Wadeson (Director)
---------------
Citizenship: British
Business Address: 44 Main Street, Johannesburg, 2001,
Republic of South Africa
Principal Occupation: Executive Director & Group Technical Director, AAC
Name: P.G. Whitcutt (Senior Vice President)
-------------
Citizenship: South African
Business Address: 40 Holborn Viaduct
London, England EC1N 2PQ
Principal Occupation: Senior Vice President & Head of Corporate Finance,
Minorco
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: J.B. Winter (Director)
-----------
Citizenship: United States of America
Business Address: 10 Winding Lane
Orinda, CA 94563
Principal Occupation: Retired - formerly CEO of Magma Copper & BHP Copper.
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
<PAGE>
Page 27 of 39 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
N. JORDAN (Director) SECTION VI
D.A. TURNER (Director) SECTION VI
<PAGE>
Page 28 of 39 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 29 of 39 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:
<TABLE>
<S> <C> <C>
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
Director) SECTION VI
R.S. ROBERTSON (Alternate Director) SECTION VI
H. R. SLACK (Director) SECTION IV
J. OGILVIE THOMPSON (Chairman and Executive
Director) SECTION VI
A.J. TRAHAR (Director) SECTION VI
T. C. A. WADESON (Group Technical Director) SECTION VI
G. S. YOUNG (Executive Director) SECTION VI
Name: P.R.N. Arthur (Alternate Director)
-------------
Citizenship: South African
Business Address 44 Main Street, Johannesburg, 2001,
Republic of South Africa
Principal Occupation: Alternate Director and General Counsel, AAC
Name: P.A. Armstrong (Secretary)
--------------
Citizenship: South African
Business Address: 44 Main Street, Johannesburg, 2001,
Republic of South Africa
Principal Occupation: Secretary, AAC
Name: P. M. Baum (Executive Director)
----------
Citizenship: South African
Business Address: 44 Main Street, Johannesburg, 2001,
Republic of South Africa
Principal Occupation: Executive Director, AAC and Chief Executive, Anglo
American Corporation Services Limited (Services Company)
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
</TABLE>
<PAGE>
Page 30 of 39 Pages
<TABLE>
<S> <C>
Name: W.F. Bragg (Alternate Director)
----------
Citizenship: British
Business Address: 44 Main Street, Johannesburg 2001,
Republic of South Africa
Principal Occupation: Alternate Director and Finance Manager, Corporate &
International Finance Department, AAC
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 (Executive Director)
------------
Citizenship: British
Business Address: 44 Main Street, Johannesburg, 2001,
Republic of South Africa
Principal Occupation: Group Deputy Technical Director, Engineering, AAC
Name: Dr. J. W. Campbell (Executive Director)
------------------
Citizenship: British
Business Address: 44 Main Street, Johannesburg, 2001,
Republic of South Africa
Principal Occupation: Executive Director, AAC; Managing Director, De Beers
Industrial Diamond Division (Pty) Limited (Diamond
trading company), Director and Chairman, Amcoal;
Director, De Beers & Centenary.
Name: T. N. Chapman (Director)
--------------
Citizenship: South African
Business Address: Great Westerford, Rondebosch, 7700,
Republic of South Africa
Principal Occupation: Director, Chairman of The Southern Life Association
Limited (Life insurance company); Director & Chairman,
First National Bank Holdings Limited (bank holding
company).
Name: R.V. Danchin (Executive Director)
------------
Citizenship: Australian
Business Address: 44 Main Street, Johannesburg, 2001,
Republic of South Africa
Principal Occupation: Executive Director, Group Deputy Technical Director,
Geology and Chairman, New Mining Business Division, AAC.
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)
</TABLE>
<PAGE>
Page 31 of 39 Pages
<TABLE>
<CAPTION>
<S> <C>
Name: A. D. Deuchar (Executive Director)
Citizenship: Australian
Business Address: 44 Main Street, Johannesburg, 2001,
Republic of South Africa
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, 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: D.G.K. Fish (Alternate Director)
Citizenship: South African
Business Address: 44 Main Street, Johannesburg, 2001,
Republic of South Africa
Principal Occupation: Alternate Director and Finance Director, New Mining
Business Division, AAC.
Name: R. M. Godsell (Director)
Citizenship: South African
Business Address: 44 Main Street, Johannesburg, 2001,
Republic of South Africa
Principal Occupation: Executive Director and Chief Executive, Anglogold
Name: M. J. Henrey (Alternate Director)
Citizenship: South African
Business Address: 44 Main Street, Johannesburg, 2001,
Republic of South Africa
Principal Occupation: Alternate Director & Director of E. Oppenheimer and Son
(Pty) Limited (Investment holding firm)
</TABLE>
<PAGE>
Page 32 of 39 Pages
<TABLE>
<CAPTION>
<S> <C>
Name: G. M. Holford (Alternate Director)
Citizenship: South African
Business Address: 44 Main Street, Johannesburg, 2001,
Republic of South Africa
Principal Occupation: Alternate Director & 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: Alternate Director, AAC & 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, AAC; Chairman, Hambros Bank Limited;
Director, De Beers and Centenary.
Name: M.G. Khumalo (Director)
Citizenship: South African
Business Address: Consolidated Building, Fox Street
Johannesburg 2001, South Africa
Principal Occupation: Director, AAC
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: Alternate Director, AAC and 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: R.H. Lloyd (Alternate Director)
Citizenship: South African
Business Address: 44 Main Street, Johannesburg 2001,
Republic of South Africa
Principal Occupation Alternate Director and Manager Human Resources, AAC.
</TABLE>
<PAGE>
Page 33 of 39 Pages
<TABLE>
<CAPTION>
<S> <C>
Name: N. Mayer (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,
Projects, 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: K.K. Mpinga (Alternate Director)
Citizenship: Democratic Republic of Congo
Business Address: 44 Main Street, Johannesburg 2001,
Republic of South Africa
Principal Occupation Alternate Director and Manager, New Business - New Mining
Business Division, AAC.
Name: W.A. Nairn (Executive Director)
Citizenship: South African
Business Address: 44 Main Street, Johannesburg 2001
Republic of South Africa
Principal Occupation Executive Director, AAC.
Name: G. R Pardoe (Executive Director)
Citizenship: South African
Business Address: 44 Main Street, Johannesburg, 2001,
Republic of South Africa
Principal Occupation: Executive Director responsible for financial control,
AAC; Director, Amplats; Director, The Southern Life
Association Limited (life insurance).
Name: G. M. Ralfe (Director)
Citizenship: South African
Business Address: 17 Charterhouse Street
London EC 1N 6RA England
Principal Occupation: Managing Director, De Beers and Centenary.
Name: M.C. Ramaphosa (Director)
Citizenship: South African
Business Address: Fulham House, Hampton Park, 20 Georgian Crescent,
Bryanston 2194, Republic of South Africa.
Principal Occupation Director, AAC. Director & Deputy Executive Chairman, New
Africa Investments Limited (finance company). Director &
Chairman, Johnnies Industrial Corporation Limited
(investment company).
</TABLE>
<PAGE>
Page 34 of 39 Pages
Name: A.E. Redman (Alternate Director)
-----------
Citizenship: British
Business Address: 44 Main Street, Johannesburg 2001,
Republic of South Africa
Principal Occupation Alternate Director, AAC; Director & Managing Director,
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: Alternate Director and 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: Executive Director and Chairman, Corporate Affairs, AAC
and Director, Amgold
Name: P.M. Weinmann (Group Accountant)
-------------
Citizenship: South African
Business Address: 44 Main Street, Johannesburg 2001,
Republic of South Africa.
Principal Occupation Group Accountant, AAC.
Name: K. H. Williams (Alternate Director)
--------------
Citizenship: South African
Business Address: 44 Main Street, Johannesburg, 2001,
Republic of South Africa
Principal Occupation: Alternate Director and 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 35 of 39 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:
<TABLE>
<CAPTION>
<S> <C> <C>
N. F. OPPPENHEIMER (Director and Chairman) SECTION VI
J. OGILVIE THOMPSON (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
G. M. RALFE (Director) SECTION IX
Name: B. Ainsley (Director)
-------------------------
Citizenship: British
Business Address: 55 Marshall Street, Johannesburg 2001
Republic of South Africa
Principal Occupation: Director & Manager - Operations, De Beers.
Name: G. F. H. Burne (Director)
--------------
Citizenship: British
Business Address: 17 Charterhouse Street
London, England EC 1N 6RA
Principal Occupation: Director, DeBeers Canada Corporation, Vancouver
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: R. Edwards (Director)
----------
Citizenship: British
Business Address: 55 Marshall Street, Johannesburg 2001
Republic of South Africa
Principal Occupation: Director & Manager - Geology, De Beers.
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>
Page 36 of 39 Pages
<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: A.E. Oppenheimer (Director)
----------------
Citizenship: British
Business Address: 17 Charterhouse Street
London EC1N 6RA
Principal Occupation: President, The Central Selling Organisation
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
Name: G.W.H. Relly (Director)
------------
Citizenship: South African
Business Address: 44 Main Street, Johannesburg 2001
Principal Occupation: Director, De Beers.
Name: N.P. Wisden (Director)
-----------
Citizenship: British
Business Address: 17 Charterhouse Street, London EC1N 6RA
Principal Occupation: Member of the Executive Committee, The Central Selling
Organisation.
</TABLE>
<PAGE>
Page 37 of 39 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:
<TABLE>
<CAPTION>
<S> <C> <C>
N. F. OPPENHEIMER (Director and Chairman) SECTION VI
J. OGILVIE THOMPSON (Director and Deputy
Chairman) SECTION VI
B. AINSLEY (Director) SECTION X
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
R. EDWARDS (Director) SECTION X
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 X
J. P. PUDNEY (Director) SECTION X
G. M. RALFE (Director) SECTION IX
G. W. H. RELLY (Director) SECTION X
N.P. WISDEN (Director) SECTION X
</TABLE>
<PAGE>
Page 38 of 39 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 39 of 39 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
