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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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SCHEDULE 13D
(Amendment No. 16)
Under the Securities Exchange Act of 1934
TERRA INDUSTRIES INC.
(Name of Issuer)
Common Stock, no par value
(Title of Class of Securities)
457729101
(CUSIP Number)
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N. Jordan
Secretary
Anglo American plc
20 Carlton House Terrace
London SWIY 5AN, United Kingdom
Telephone: 011-44-171-698-8888
(Name, Address and Telephone Number of
Person Authorized to Receive Notices
and Communications)
May 24, 1999
(Date of Event which Requires Filing of this Statement)
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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 statement because of Rule 13d-1(b)(3) or (4), check the following: |_|.
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<PAGE>
CUSIP No. 457729101
(1) Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
ANGLO AMERICAN plc
(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 United Kingdom
Number of (7) Sole Voting Power By Subsidiaries: 42,560,725 Common Shares
Shares
Benefi- (8) Shared Voting Power
cially
Owned by (9) Sole Dispositive Power By Subsidiaries: 42,560,725 Common Shares
Each
Reporting (10) Shared Dispositive Power
Person
With
(11) Aggregate Amount Beneficially Owned by Each Reporting Person:
42,560,725 Common Shares
(12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See
Instructions)
(13) Percent of Class Represented by Amount in Row (11) 56.4%
(14) Type of Reporting Person (See Instructions): CO
<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: 38,560,725 Common Shares;
Shares By Subsidiary: 4,000,000 Common Shares
Benefi-
cially (8) Shared Voting Power
Owned by
Each (9) Sole Dispositive Power Directly: 38,560,725 Common Shares;
Reporting By Subsidiary: 4,000,000 Common Shares
Person
With (10) Shared Dispositive Power
(11) Aggregate Amount Beneficially Owned by Each Reporting Person:
42,560,725 Common Shares as follows:
Directly: 38,560,725 Common Shares;
By Subsidiary: 4,000,000 Common Shares
(12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See
Instructions)
(13) Percent of Class Represented by Amount in Row (11) 56.4%
(14) Type of Reporting Person (See Instructions): CO
<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 4,000,000 Common Shares
Shares
Benefi- (8) Shared Voting Power
cially
Owned by (9) Sole Dispositive Power 4,000,000 Common Shares
Each
Reporting (10) Shared Dispositive Power
Person
With
(11) Aggregate Amount Beneficially Owned by Each Reporting Person:
4,000,000 Common Shares
(12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See
Instructions)
(13) Percent of Class Represented by Amount in Row (11) 5.3%
(14) Type of Reporting Person (See Instructions): CO
<PAGE>
Item 1. Security and Issuer.
This Amendment No. 16 to the Schedule 13D, dated August 3, 1983, of
Minerals and Resources Corporation (as amended by Amendments Nos.1 through 15,
the "Schedule 13D"), is filed to reflect information required pursuant to Rule
13d-2 of the Securities Exchange Act of 1934, as amended (the "Act"), relating
to common shares, no par value (the "Common Shares"), 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 is hereby amended in its entirety to read as follows:
"This statement is being filed on behalf of Anglo American plc, a
company incorporated under the laws of United Kingdom ("Anglo American"), Taurus
International S.A., a company organized under the laws of Luxembourg ("Taurus
International"), and Taurus Investments S.A., a company organized under the laws
of Luxembourg ("Taurus"), the latter two of which are subsidiaries of Anglo
American, with respect to the Common Shares of Terra which are beneficially
owned by Anglo American, Taurus International and Taurus. Anglo American's
principal office address is 20 Carlton House Terrace, London SWIY 5AN, United
Kingdom. Taurus International's and Taurus' principal office address is Boite
Postale 185, L-2011 Luxembourg City, Luxembourg.
Anglo American is one of the world's largest mining and natural
resources companies. Anglo American's mining assets include interests in Anglo
Gold, the world's largest gold producer, Anglo Platinum, the world's largest
primary producer of platinum, De Beers group, the world's largest producer and
marketer by value of gem diamonds, Anglo Coal, one of the world's largest
private sector coal producers as well as a substantial spread of base metal
operations and projects. Anglo American also has significant interests in
industrial minerals, ferrous metals and forest products and packaging
activities.
Prior to a previously announced combination of businesses of Minorco
S.A., a company organized under the laws of Luxembourg ("Minorco") and Anglo
American Corporation of South Africa Limited, a company organized under the laws
of the Republic of South Africa ("AAC"), which became effective on May 24, 1999,
Minorco was the filing person in respect of the Common Shares of Terra which are
the subject of this statement. By virtue of the combination of the businesses of
Minorco and AAC, Minorco became a wholly owned subsidiary of Anglo American, and
Anglo American became the beneficial owner of the Common Shares of Terra in
respect of which this statement is filed. As of the date hereof, approximately
40.5% of the outstanding capital stock of Anglo American is held collectively by
De Beers Consolidated Mines Limited, a company organized under the laws of the
Republic of South Africa and De Beers Centenary AG, a company organized under
the laws of Switzerland.
<PAGE>
The names of the directors and executive officers of Anglo American,
Taurus International and Taurus 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 Anglo American, Taurus International
and Taurus are set forth in Annex A.
During the last five years, neither (1) any of Anglo American, Taurus
International or Taurus, nor (2) to the best knowledge of Anglo American, Taurus
International or Taurus, any of the directors or executive officers of Anglo
American, Taurus International, or Taurus, has been convicted in a criminal
proceeding (excluding traffic violations or similar misdemeanors) or has been 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
judgement, decree or final order enjoining future violations of, or prohibiting
or mandating activities subject to, United States federal or state securities
laws or finding any violation with respect to 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. 16.
Item 4. Purpose of Transaction.
Item 4 is amended by the addition of the following paragraph:
"On May 24, 1999, the previously announced combination of businesses of
Minorco and AAC (the "Combination") was consummated. The Combination was
effected by way of a Scheme of Arrangement for the shareholders of AAC and by
way of a Public Offer to acquire the shares of Minorco. Under the terms of the
Scheme of Arrangement, Anglo American acquired all of the shares of AAC in
consideration for ordinary shares of Anglo American. Under the terms of the
Public Offer, Anglo American made an offer for the shares of Minorco. The
shareholders of Minorco accepted the offer with respect to approximately 99.43%
of the shares of Minorco and, subsequently Anglo American acquired the remaining
shares of Minorco."
Item 5. Interest in Securities of the Issuer.
Item 5 is hereby amended in its entirety to read as follows:
"(a) Except as referred to in Item 2 hereof and as set forth below,
neither Anglo American, Taurus International or Taurus, nor, to the best
knowledge of Anglo American, Taurus International or Taurus, any of the
executive officers or directors of Anglo American, Taurus International or
Taurus, owns beneficially, or has any right to acquire, directly or indirectly,
any of the Common Shares of Terra.
<PAGE>
Name of Person Title of Class Number of Shares
Anthony W. Lea Common Shares 250*
* Represents less than 1% of the outstanding Common Shares of Terra.
As of the date hereof, Anglo American, Taurus International and Taurus
are deemed to beneficially own 42,560,725 Common Shares of Terra or 56.4% of
the total number of outstanding Common Shares of Terra as reported to Anglo
American, Taurus International and Taurus by Terra.
(b) Taurus has the sole voting and dispositive power with respect to
4,000,000 Common Shares of Terra or 5.3% of outstanding Common Shares of Terra.
Taurus International by itself and through its subsidiary Taurus, has sole
voting and dispositive power with respect to 42,560,725 Common Shares of Terra
or 56.4% of outstanding Common Shares of Terra. Anglo American, through its
subsidiaries Taurus International and Taurus has sole voting and dispositive
power with respect to 42,560,725 Common Shares of Terra or 56.4% of outstanding
Common Shares of Terra. Mr. Lea has sole voting and dispositive power with
respect to the Common Shares of Terra held by him.
(c) Neither Anglo American, Taurus International or Taurus, nor, to the
best knowledge of Anglo American, Taurus International and Taurus, the executive
officers or directors of any of them, has effected, during the 60 days preceding
the date of this Schedule 13D, any transaction in the Common Shares of Terra.
(d) Not applicable.
(e) Not applicable."
Item 6. Contract, Arrangements, Undertakings or Relationships with Respect to
Securities of the Issuer.
Item 6 is hereby amended by the deletion of Paragraph 1 and the
insertion of the following paragraph:
"Except as stated below, neither Anglo American, Taurus International
or Taurus, nor any of their officers and directors has any contract or
arrangement with respect to any Common Shares of Terra."
Item 6 is further amended by the addition of the following paragraph:
"On June 9, 1999, each of Anglo American, Taurus International and
Taurus entered into a joint filing agreement pursuant to which they have agreed
that this Schedule 13D
<PAGE>
is filed on behalf of each of them. The joint filing agreement is filed as
Exhibit L to this Schedule 13D."
Item 7. Material to be filed as Exhibits.
The following are hereby added as exhibits:
"Exhibit L Agreement regarding joint filing of Schedule 13D."
<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.
ANGLO AMERICAN PLC
By: /s/ N. Jordan
-------------------------------------
Name: N. Jordan
Title: Secretary
TAURUS INTERNATIONAL S.A.
By: /s/ D.A.L. Bennett
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Name: D.A.L. Bennett
Title: Secretary
TAURUS INVESTMENTS S.A.
By: /s/ D.A.L. Bennett
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Name: D.A.L. Bennett
Title: Secretary
Date: June 9, 1999
<PAGE>
EXHIBIT L
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 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.
ANGLO AMERICAN PLC
By: /s/ N. Jordan
-------------------------------------
Name: N. Jordan
Title: Secretary
TAURUS INTERNATIONAL S.A.
By: /s/ D.A.L. Bennett
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Name: D.A.L. Bennett
Title: Secretary
TAURUS INVESTMENTS S.A.
By: /s/ D.A.L. Bennett
-------------------------------------
Name: D.A.L. Bennett
Title: Secretary
<PAGE>
ANNEX A
I. The following list sets forth the names of certain Directors and
Executive Officers of Anglo American.
Name: J. Ogilvie Thompson (Chairman and Chief Executive
Officer)
Citizenship: South African
Business Address: 20 Carlton House Terrace, London, United Kingdom
Principal Occupation: Chairman of Anglo American
Name: L. Boyd (Vice Chairman)
Citizenship: South African
Business Address: 44 Main Street, Johannesburg, 2001, Republic
of South Africa
Principal Occupation: Executive Director, Anglo American, with
responsibility for Anglo Platinum and Anglo Ferrous
Metals and joint responsibility for Anglo Industries
Name: Dr. J. W. Campbell (Executive Director)
Citizenship: British
Business Address 44 Main Street, Johannesburg, 2001
Republic of South Africa
Principal Occupation: Executive Director with responsibility for Anglo Coal
and Anglo Base Metals
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: Dr. C.E. Fay (Director)
Citizenship: British
Business Address: Merrifield, Links Road, Bramley,
Guildford, GU5 OAL
Principal Occupation: Director of Companies
Name: R.M. Godsell (Director)
Citizenship: South African
Business Address: PO Box 62117, Marshalltown 2107, Republic of South
Africa
Principal Occupation: Executive Director and Chief Executive, AngloGold
Limited
<PAGE>
-2-
Name: Sir J.C.L. Keswick (Director)
Citizenship: British
Business Address: 41 Tower Hill
London EC3N 4HA
Principal Occupation: Senior Banking and Capital Markets Adviser, Societe
Generale (bank)
Name: M. W. King (Executive Vice Chairman)
Citizenship: South African
Business Address: 44 Main Street, Johannesburg, 2001, Republic of South
Africa
Principal Occupation: Vice Chairman, Anglo American
Name: Anthony W. Lea (Finance Director)
Citizenship: British
Business Address: 20 Carlton House Terrace, London, United Kingdom
Principal Occupation: Finance Director, Anglo American
Name: R.J. Margetts CBE (Director)
Citizenship: British
Business Address: ICI Group Headquarters, 9 Millbank, London SW1P 3JF
Principal Occupation: Vice Chairman, ICI PLC
Name: N. F. Oppenheimer (Deputy Chairman)
Citizenship: South African
Business Address: De Beers House, Corner Amethyst Street and Crownwood
Road, Theta, Johannesburg, 2013, Republic of South
Africa
Principal Occupation: Director and Chairman, De Beers Consolidated Mines
Limited and De Beers Centenary AG
Name: Sir A. Rankin (Deputy Chairman and Senior
Non-Executive Director)
Citizenship: United Kingdom
Business Address: CGU Insurance, Piethwavlis, Perth, Scotland, PH2 ONH
Principal Occupation: Deputy Chairman, CGU plc (insurance)
<PAGE>
-3-
Name: A. J. Trahar (Executive Director)
Citizenship: South African
Business Address: 44 Main Street, Johannesburg, 2001, Republic of
South Africa
Principal Occupation: Executive Director of Anglo American with
responsibility for Anglo Forest Products, Anglo
Industrial Minerals and joint responsibility for
Anglo Industries
Name: T.C.A. Wadeson (Technical Director)
Citizenship: British
Business Address: 44 Main Street, Johannesburg, 2001, Republic of
South Africa
Principal Occupation: Executive Director and Technical Director,
Anglo American
Name: P.S. Wilmot-Sitwell (Director)
Citizenship: British
Business Address: 20 Carlton House Terrace, London, United Kingdom
Principal Occupation: Chairman, Mercury World Mining Trust
II. The following table sets forth certain information concerning each of
the Directors and Officers of Taurus International.
Name: D.A.L. Bennett (Director)
Citizenship: British
Business Address: 9, rue Sainte Zithe, L-2763 Luxembourg City
Principal Occupation: Company Secretary, Anglo American Luxembourg
Name: T.A.M Bosman (Director)
Citizenship: Dutch
Business Address: 9, rue Sainte Zithe, L-2763 Luxembourg City
Principal Occupation: Financial Manager, Anglo American Luxembourg
Name: G.M. Holford (Director)
Citizenship: British
Business Address: 9, rue Sainte Zithe, L-2763 Luxembourg City
Principal Occupation: Head of Luxembourg Office, Anglo American
<PAGE>
-4-
III. 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.A.L Bennett (Director) SECTION 2
T.A.M. Bosman (Director) SECTION 2
G.M. Holford (Director) SECTION 2
