SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
-----------------------------
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 14)
Terra Industries Inc.
(Name of Issuer)
Common Stock, no par value
(Title of Class of Securities)
457729101
(CUSIP Number)
N. Jordan
Secretary
Minorco
Boite Postale 185
L-2011 Luxembourg City
Luxembourg
Telephone: 011-352-404-1101
(Name, Address and Telephone Number of
Person Authorized to Receive Notices
and Communications)
October 15, 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 ss.ss. 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the
following box. |_|
<PAGE>
CUSIP No. 457729101
(1) Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
MINORCO
(2) Check the Appropriate Box if a Member of a Group (See Instructions)
|_| (a)
|_| (b)
(3) SEC Use Only
(4) Source of Funds (See Instructions)
(5) Check if Disclosure of Legal Proceedings is Required Pursuant to Item
2(d) or 2(e).
(6) Citizenship or Place of Organization Luxembourg
Number of (7) Sole Voting Power By Subsidiaries: 42,560,725
Shares
Beneficially (8) Shared Voting Power
Owned by
Each (9) Sole Dispositive Power By Subsidiaries: 42,560,725
Reporting
Person With (10) Shared Dispositive Power
(11) Aggregate Amount Beneficially Owned by Each Reporting Person 42,560,725
(12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares
(See Instructions)
(13) Percent of Class Represented by Amount in Row (11) 56.8%
(14) Type of Reporting Person (See Instructions) CO
Page 2 of 25
<PAGE>
CUSIP No. 457729101
(1) Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
TAURUS INTERNATIONAL S.A.
(2) Check the Appropriate Box if a Member of a Group (See Instructions)
|_| (a)
|_| (b)
(3) SEC Use Only
(4) Source of Funds (See Instructions)
(5) Check if Disclosure of Legal Proceedings is Required Pursuant to Item
2(d) or 2(e).
(6) Citizenship or Place of Organization Luxembourg
Number of (7) Sole Voting Power Directly: 37,160,725;
Shares By Subsidiary: 5,400,000
Beneficially (8) Shared Voting Power
Owned by
Each (9) Sole Dispositive Power Directly: 37,160,725;
Reporting By Subsidiary: 5,400,000
Person With (10) Shared Dispositive Power
(11) Aggregate Amount Beneficially Owned by Each Reporting Person
42,560,725 as follows:
Directly: 37,160,725; By Subsidiary: 5,400,000
(12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares
(See Instructions)
(13) Percent of Class Represented by Amount in Row (11) 56.8%
(14) Type of Reporting Person (See Instructions) CO
Page 3 of 25
<PAGE>
CUSIP No. 457729101
(1) Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
TAURUS INVESTMENTS S.A.
(2) Check the Appropriate Box if a Member of a Group (See Instructions)
|_| (a)
|_| (b)
(3) SEC Use Only
(4) Source of Funds (See Instructions)
(5) Check if Disclosure of Legal Proceedings is Required Pursuant to Item
2(d) or 2(e).
(6) Citizenship or Place of Organization Luxembourg
Number of (7) Sole Voting Power 5,400,000
Shares
Beneficially (8) Shared Voting Power
Owned by
Each (9) Sole Dispositive Power 5,400,000
Reporting
Person With (10) Shared Dispositive Power
(11) Aggregate Amount Beneficially Owned by Each Reporting Person
42,560,725 as follows:
Directly: 5,400,000; By Parent: 37,160,725
(12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares
(See Instructions)
(13) Percent of Class Represented by Amount in Row (11) 56.8%
(14) Type of Reporting Person (See Instructions) CO
Page 4 of 25
<PAGE>
Item 1. Security and Issuer.
This Amendment No. 14 to the Schedule 13D dated August 3, 1983
of Minorco (as amended, the "Schedule 13D") is filed to reflect information
required pursuant to Rule 13d-2 of the Securities and Exchange Commission under
the Securities Exchange Act of 1934, relating to the common shares, no par
value, of Terra Industries Inc. ("Terra"), a Maryland corporation, with its
principal executive offices located at Terra Center, 600 4th Street, Sioux City,
Iowa 51101.
Item 2. Identity and Background.
Item 2 of the Schedule 13D is hereby amended by the deletion
of Paragraph 1 and the insertion of the following paragraph:
"This statement is being filed on behalf of Minorco, a
company incorporated under the laws of Luxembourg ("Minorco"), Taurus
International S.A. ("Taurus International"), a company organized under
the laws of Luxembourg, and Taurus Investments S.A. ("Taurus"), a
company organized under the laws of Luxembourg, the latter two of which
are subsidiaries of Minorco, with respect to the common shares, no par
value, of Terra which are beneficially owned by Minorco, Taurus
International and Taurus. Minorco's, Taurus International's and Taurus'
principal office address is Boite Postale 185, L-2011 Luxembourg City,
Luxembourg."
Item 2 of the Schedule 13D is further amended by the deletion
of Paragraphs 9, 11, 12 and 13 and the insertion of the following paragraphs in
the place thereof, respectively:
"The names of the directors and executive officers of
Minorco, Taurus International, Taurus, AAC, De Beers and Centenary are
set forth in Annex A."
"The citizenship, business address, present principal
occupation or employment, and the name, principal business and address
of any corporation or other organization in which such employment is
conducted, of each of the directors and executive officers of each of
Minorco, Taurus International, Taurus, AAC, De Beers and Centenary are
set forth in Annex A."
"During the last five years, neither (1) any of Minorco,
Taurus International, Taurus, AAC, De Beers or Centenary nor (2) to the
best knowledge of Minorco, Taurus International or Taurus, any of the
directors or executive officers of Minorco, Taurus International,
Taurus, AAC, De Beers or Centenary has been convicted in a criminal
proceeding (excluding traffic violations or similar misdemeanors)."
Page 5 of 25
<PAGE>
"During the last five years, neither (1) any of Minorco,
Taurus International, Taurus, AAC, De Beers or Centenary nor (2) to the
best knowledge of Minorco, Taurus International or Taurus, any of the
directors or executive officers of Minorco, Taurus International,
Taurus, AAC, De Beers or Centenary was a party to a civil proceeding of
a judicial or administrative body of competent jurisdiction and as a
result of such proceeding was or is subject to a judgment, decree or
final order enjoining future violations of, or prohibiting or mandating
activities subject to, federal or state securities laws or finding any
violation of such laws."
Item 2 of the Schedule 13D is further amended by deleting
Annex A in its entirety and substituting in its place Annex A to this Amendment
No. 14.
Item 3. Source and Amount of Funds or Other Consideration.
Item 3 is hereby amended by deleting "Minorco (U.S.A.)" and
replacing it with "Minorco (U.S.A.) Inc. ("Minorco (U.S.A.)"), a subsidiary of
Minorco".
Item 4. Purpose of Transaction.
Item 4 is amended in its entirety to read as follows:
"The boards of directors of AAC and Minorco have announced
that they have agreed in principle to combine their businesses. It is a
condition of the proposed transaction that Minorco divest itself of all of the
shares of common stock of Terra prior to the completion of the transaction,
which is currently expected to take place by the end of the first quarter of
1999. Minorco intends to effect a disposition to comply with this condition.
Minorco will determine the method of this disposal based on market and other
conditions."
Item 5. Interest in Securities of the Issuer.
Item 5 is hereby amended by deleting "Minorco USA" from the
first paragraph of section (a) thereof and by deleting "John J. Ellis" and "R.F.
Richards" and their respective shareholdings.
Item 6. Contracts, Arrangements, Understandings or Relationships with
Respect to Securities of the Issuer.
Item 6 is hereby amended by deleting "Minorco USA" from
paragraph 1.
Page 6 of 25
<PAGE>
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
MINORCO
By: /s/ N. Jordan
---------------------------------
Name: N. Jordan
Title: Secretary
TAURUS INTERNATIONAL S.A.
By: /s/ N. Jordan
---------------------------------
Name: N. Jordan
Title: Secretary
TAURUS INVESTMENTS S.A.
By: /s/ N. Jordan
---------------------------------
Name: N. Jordan
Title: Secretary
Dated: October 15, 1998
Page 7 of 25
<PAGE>
Annex A
I. 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>
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: O.A. Bavinton (Senior Vice President, Exploration)
Citizenship: British
Business Address: 40 Holborn Viaduct
London, England ECIN 2PQ
Principal Occupation: Senior Vice President, Exploration, Minorco
</TABLE>
Page 8 of 25
<PAGE>
<TABLE>
<CAPTION>
<S> <C>
Name: Edward G. Beimfohr (Director)
Citizenship: United States of America
Business Address: 320 Park Avenue
New York, New York 10022-6815, U.S.A.
Principal Occupation: Partner, Lane & Mittendorf (Law Firm)
Name: P.C.D. Burnell (Executive Director)
Citizenship: British
Business Address: 40 Holborn Viaduct
London, England EC1N 2PQ
Principal Occupation: Executive Director, Minorco
Name: T.H. Claiborne (Vice President)
Citizenship: United States of America
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, 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, U.S.A.
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
</TABLE>
Page 9 of 25
<PAGE>
<TABLE>
<CAPTION>
<S> <C>
Name: K.R. Farrell (Controller)
Citizenship: British
Business Address: 9 rue Sainte Zithe
L-2763 Luxembourg City, Luxembourg
Principal Occupation: Controller, Minorco
Name: David E. Fisher (Executive Director)
Citizenship: British
Business Address: Boite Postale 185
L-2011 Luxembourg City, Luxembourg
Principal Occupation: Finance Director, Minorco;
Director, Terra Industries Inc.
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
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 of America
Business Address: 40 Holborn Viaduct
London, England EC1N 2PQ
Principal Occupation: Senior Vice President, General Counsel and Head of Legal
Services, Minorco
</TABLE>
Page 10 of 25
<PAGE>
<TABLE>
<CAPTION>
<S> <C>
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: Anthony W. Lea (Executive Director)
Citizenship: South African
Business Address: 40 Holborn Viaduct
London, England EC1N 2PQ
Principal Occupation: Executive Director, Minorco;
Director, AAC;
Director, Terra Industries Inc.;
Director, Engelhard Corporation
Name: William R. Loomis, Jr. (Director)
Citizenship: United States of America
Business Address: 30 Rockefeller Plaza, 62nd Floor
New York, NY 10020, U.S.A.
Principal Occupation: Managing Director, Lazard Freres & Co. LLC;
Director and Chairman of the Board, Terra Industries Inc.;
Director, Engelhard Corporation
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 and Centenary;
Deputy Chairman and Director, AAC;
Chairman, Amgold
</TABLE>
Page 11 of 25
<PAGE>
<TABLE>
<CAPTION>
<S> <C>
Name: C.E. Ritchie (Director)
Citizenship: Canadian
Business Address: 44 King Street West
Toronto, Ontario M5H 1E2, Canada
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: Henry R. Slack (President and Chief Executive)
Citizenship: United States of America
Business Address: 40 Holborn Viaduct
London, England EC1N 2PQ
Principal Occupation: President and Chief Executive, Minorco;
Director, Terra Industries Inc.;
Director, Engelhard Corporation
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, 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
</TABLE>
Page 12 of 25
<PAGE>
<TABLE>
<CAPTION>
<S> <C>
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, Anglo American Industrial
Corporation ("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
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 and 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
</TABLE>
Page 13 of 25
<PAGE>
<TABLE>
<CAPTION>
<S> <C>
Name: J.B. Winter (Director)
Citizenship: United States of America
Business Address: 10 Winding Lane
Orinda, CA 94563
Principal Occupation: Retired - formerly Chief Executive Officer 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
</TABLE>
II. The following table sets forth certain information concerning each of the
Directors and Officers of Taurus.
The following list sets forth the names of certain Directors and Officers of
Taurus and the sections of this Annex "A" in which other information concerning
them is set out, to which sections reference is hereby made:
D.E. FISHER (Director) SECTION I
A.W. LEA (Director) SECTION I
N. JORDAN (Director) SECTION I
D.A. TURNER (Director) SECTION I
III. 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 I
N. JORDAN (Director and Secretary) SECTION I
D.A. TURNER (Director) SECTION I
IV. The following table sets forth certain information concerning each of the
Executive Directors, Directors, Alternate Directors and other Officers of AAC.
Page 14 of
<PAGE>
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>
<CAPTION>
<S> <C> <C>
P.C.D. BURNELL (Director) SECTION I
M.W. KING (Executive Director) SECTION I
A.W. LEA (Director) SECTION I
N.F. OPPENHEIMER (Deputy Chairman and Director) SECTION I
R.S. ROBERTSON (Alternate Director) SECTION I
H.R. SLACK (Director) SECTION I
J. OGILVIE THOMPSON (Chairman and Executive Director) SECTION I
A.J. TRAHAR (Director) SECTION I
T.C.A. WADESON (Group Technical Director) SECTION I
G.S. YOUNG (Executive Director) SECTION I
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;
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;
Director and Chairman, Amic
</TABLE>
Page 15 of 25
<PAGE>
<TABLE>
<CAPTION>
<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: C.J. Buys
Citizenship: South African
Business Address: 44 Main Street, Johannesburg, 2001
Republic of South Africa
Principal Occupation: Alternate Director and Senior Economic Consultant, 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, Anglo American Coal Corporation
Limited ("Amcoal");
Director, De Beers and Centenary
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
</TABLE>
Page 16 of 25
<PAGE>
<TABLE>
<CAPTION>
<S> <C>
Name: B.E. Davison (Director)
Citizenship: South African
Business Address: 28 Harrison Street, Johannesburg, 2001
Republic of South Africa
Principal Occupation: Director, AAC;
Managing Director, Anglo American Platinum Corporation
Limited (Platinum investment company)
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;
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
</TABLE>
Page 17 of 25
<PAGE>
<TABLE>
<CAPTION>
<S> <C>
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, 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: 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, England EC3N 4HA
Principal Occupation: Director, AAC;
Chairman, Hambros Bank Limited;
Director, De Beers and Centenary
</TABLE>
Page 18 of 25
<PAGE>
<TABLE>
<CAPTION>
<S> <C>
Name: M.G. Khumalo (Director)
Citizenship: South African
Business Address: Consolidated Building, Fox Street
Johannesburg, 2001, Republic of 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;
Managing Director, Anglo American Property Services
(Proprietary) Limited (Property development and
administration company);
Director and Chairman, 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
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
</TABLE>
Page 19 of 25
<PAGE>
<TABLE>
<CAPTION>
<S> <C>
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, Anglo American Platinum Corporation Limited
("Amplats");
Director, The Southern Life Association Limited (life
insurance)
Name: G.M. Ralfe (Director)
Citizenship: South African
Business Address: 17 Charterhouse Street
London, England EC1N 6RA
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 and Deputy Executive Chairman, New Africa
Investments Limited (finance company);
Director and Chairman, Johnnies Industrial Corporation
Limited (investment company)
</TABLE>
Page 20 of 25
<PAGE>
<TABLE>
<CAPTION>
<S> <C>
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 and 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: Executive Director and Public Affairs Consultant, AAC
Name: B.A. St. John
Citizenship: South African
Business Address: 44 Main Street, Johannesburg, 2001
Republic of South Africa
Principal Occupation: Alternate Director and Finance Manager, Corporate and
International Finance Department, 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;
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
</TABLE>
Page 21 of 25
<PAGE>
<TABLE>
<CAPTION>
<S> <C>
Name: R.M. Whyte
Citizenship: British
Business Address: 44 Main Street, Johannesburg, 2001
Republic of South Africa
Principal Occupation: Alternate Director and Consulting Engineer, AAC
Name: R.S. Wicks
Citizenship: British
Business Address: 44 Main Street, Johannesburg 2001
Republic of South Africa
Principal Occupation: Alternate Director and Senior Marketing Director;
Marketing Director, Coal 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, AAC and Executive Director, Amgold
Name: C.W.P. Yates (Alternate Director)
Citizenship: British
Business Address: 44 Main Street, Johannesburg, 2001
Republic of South Africa
Principal Occupation: Alternate Director and Finance Manager, Corporate and
International Finance Department, AAC
</TABLE>
V. 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 I
J. OGILVIE THOMPSON (Director and Deputy Chairman) SECTION I
J.W. CAMPBELL (Director) SECTION IV
J.C.L. KESWICK (Director) SECTION IV
G.M. RALFE (Director) SECTION IV
</TABLE>
Page 22 of 25
<PAGE>
<TABLE>
<CAPTION>
<S> <C>
Name: B. Ainsley (Director)
Citizenship: British
Business Address: 55 Marshall Street, Johannesburg, 2001
Republic of South Africa
Principal Occupation: Director and Manager - Operations, De Beers
Name: G.F.H. Burne (Director)
Citizenship: British
Business Address: 17 Charterhouse Street
London, England EC1N 6RA
Principal Occupation: Director, DeBeers Canada Corporation, Vancouver
Name: T.W.H. Capon (Director)
Citizenship: British
Business Address: 17 Charterhouse Street
London, England EC1N 6RA
Principal Occupation: Member of the Executive Committee, The Central Selling
Organisation
Name: R.M. Crawford (Director)
Citizenship: South African
Business Address: 44 Main Street
Johannesburg, 2001
Republic of South Africa
Principal Occupation: Director, De Beers
Name: R. Edwards (Director)
Citizenship: British
Business Address: 55 Marshall Street, Johannesburg, 2001
Republic of South Africa
Principal Occupation: Director and 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
Name: G.P.K. Kell (Director)
Citizenship: South African
Business Address: De Beers House, Cnr Amethyst St. & Crownwood Rd.,
Theta, Johannesburg, 2013, Republic of South Africa
Principal Occupation: Finance Director, De Beers;
Director, Centenary
</TABLE>
Page 23 of 25
<PAGE>
<TABLE>
<CAPTION>
<S> <C>
Name: B. Marole (Director)
Citizenship: Botswana
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: Botswana
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, England EC1N 6RA
Principal Occupation: President, The Central Selling Organisation
Name: J.P. Pudney (Director)
Citizenship: British
Business Address: 17 Charterhouse Street
London, England EC1N 6RA
Principal Occupation: Member of Executive Committee, The Central Selling
Organisation
Name: G.W.H. Relly (Director)
Citizenship: South African
Business Address: 44 Main Street, Johannesburg, 2001
Republic of South Africa
Principal Occupation: Director, De Beers
Name: N.P. Wisden (Director)
Citizenship: British
Business Address: 17 Charterhouse Street
London, England EC1N 6RA
Principal Occupation: Member of Executive Committee, The Central Selling
Organisation
</TABLE>
Page 24 of 25
<PAGE>
VI. 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" in which other information
concerning them is set out, to which sections reference is hereby made:
<TABLE>
<CAPTION>
<S> <C> <C>
N.F. OPPENHEIMER (Director and Chairman) SECTION I
J. OGILVIE THOMPSON (Director and Deputy Chairman) SECTION I
B. AINSLEY (Director) SECTION V
G.F.H. BURNE (Director) SECTION V
J.W. CAMPBELL (Director) SECTION IV
T.W.H. CAPON (Director) SECTION V
R.M. CRAWFORD (Director) SECTION V
R. EDWARDS (Director) SECTION V
G.P.K. KELL (Director) SECTION V
J.C.L. KESWICK (Director) SECTION IV
L.A. LINCOLN (Director) SECTION V
B. MAROLE (Director) SECTION V
O.K. MATAMBO (Director) SECTION V
A.E. OPPENHEIMER (Director) SECTION V
J.P. PUDNEY (Director) SECTION V
G.M. RALFE (Director) SECTION IV
G.W.H. RELLY (Director) SECTION V
N.P. WISDEN (Director) SECTION V
</TABLE>
Page 25 of 25
