SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 4)
Terra Nitrogen Company, L.P.
(Name of Issuer)
Common Units of Limited Partnership Interests
(Title of Class of Securities)
881005 20 1
(CUSIP Number)
George H. Valentine N. Jordan
Corporate Secretary Secretary
Terra Industries Inc. Minorco
Terra Centre Taurus International S.A.
600 Fourth Street Taurus Investments S.A.
Sioux City, IA 51102-6000 Boite Postale 185
Telephone: (712) 277 1340 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 1 of 33
<PAGE>
CUSIP No. 881005 20 1
(1) Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
TERRA NITROGEN CORPORATION
(2) Check the Appropriate Box if a Member of a Group (See Instructions)
|_| (a)
|_| (b)
(3) SEC Use Only
(4) Source of Funds
(5) Check if Disclosure of Legal Proceedings is Required Pursuant to
Item 2(d) or 2(e).
(6) Citizenship or Place of Organization Delaware
Number of (7) Sole Voting Power 0
Shares
Beneficially (8) Shared Voting Power 11,172,414 (See Item 5)
Owned by
Each (9) Sole Dispositive Power 0
Reporting
Person With (10) Shared Dispositive Power 11,172,414 (See Item 5)
(11) Aggregate Amount Beneficially Owned by Each Reporting Person
11,172,414 (See Item 5)
(12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares
(13) Percent of Class Represented by Amount in Row (11) 60.4%
(14) Type of Reporting Person (See Instructions) CO
Page 2 of 33
<PAGE>
CUSIP No. 881005 20 1
(1) Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
TERRA CAPITAL, INC. (Due to direct ownership of 1,607,400 Common Units
and solely due to indirect ownership of 11,172,414 Common Units through
its wholly owned subsidiary, Terra Nitrogen Corporation.)
(2) Check the Appropriate Box if a Member of a Group (See Instructions)
|_| (a)
|_| (b)
(3) SEC Use Only
(4) Source of Funds
(5) Check if Disclosure of Legal Proceedings is Required Pursuant to Item 2(d)
or 2(e).
(6) Citizenship or Place of Organization Delaware
Number of (7) Sole Voting Power 0
Shares
Beneficially (8) Shared Voting Power 12,779,814 Common Units
Owned by (See Item 5)
Each (9) Sole Dispositive Power 0
Reporting
Person With (10) Shared Dispositive Power 12,779,814 Common Units
(See Item 5)
(11) Aggregate Amount Beneficially Owned by Each Reporting Person
12,779,814 Common Units
(12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares
(13) Percent of Class Represented by Amount in Row (11) 69.1%
(14) Type of Reporting Person (See Instructions) CO
Page 3 of 33
<PAGE>
CUSIP No. 881005 20 1
(1) Name of Reporting Person
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.)
(2) Check the Appropriate Box if a Member of a Group (See Instructions)
|_| (a)
|_| (b)
(3) SEC Use Only
(4) Source of Funds
(5) Check if Disclosure of Legal Proceedings is Required Pursuant to
Item 2(d) or 2(e).
(6) Citizenship or Place of Organization Delaware
Number of (7) Sole Voting Power 0
Shares
Beneficially (8) Shared Voting Power 12,779,814 Common Units
Owned by
Each (9) Sole Dispositive Power 0
Reporting
Person With (10) Shared Dispositive Power 12,779,814 Common Units
(11) Aggregate Amount Beneficially Owned by Each Reporting Person
12,779,814 Common Units
(12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares
(13) Percent of Class Represented by Amount in Row (11) 69.1%
(14) Type of Reporting Person (See Instructions) CO
Page 4 of 33
<PAGE>
CUSIP No. 881005 20 1
(1) Name of Reporting Person
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.)
(2) Check the Appropriate Box if a Member of a Group (See Instructions)
|_| (a)
|_| (b)
(3) SEC Use Only
(4) Source of Funds
(5) Check if Disclosure of Legal Proceedings is Required Pursuant to
Item 2(d) or 2(e).
(6) Citizenship or Place of Organization Maryland
Number of (7) Sole Voting Power 0
Shares
Beneficially (8) Shared Voting Power 12,779,814 Common Units
Owned by
Each (9) Sole Dispositive Power 0
Reporting
Person With (10) Shared Dispositive Power 12,779,814 Common Units
(11) Aggregate Amount Beneficially Owned by Each Reporting Person
12,779,814 Common Units
(12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares
(13) Percent of Class Represented by Amount in Row (11) 69.1%
(14) Type of Reporting Person (See Instructions) CO
Page 5 of 33
<PAGE>
CUSIP No. 881005 20 1
(1) Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
TAURUS INVESTMENTS S.A. (Solely due to indirect ownership through its
ownership of the common stock of Terra Industries Inc.)
(2) Check the Appropriate Box if a Member of a Group (See Instructions)
|_| (a)
|_| (b)
(3) SEC Use Only
(4) Source of Funds
(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 0
Shares
Beneficially (8) Shared Voting Power 12,779,814 Common Units
Owned by
Each (9) Sole Dispositive Power 0
Reporting
Person With (10) Shared Dispositive Power 12,779,814 Common Units
(11) Aggregate Amount Beneficially Owned by Each Reporting Person
12,779,814 Common Units
(12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares
(13) Percent of Class Represented by Amount in Row (11) 69.1%
(14) Type of Reporting Person (See Instructions) CO
Page 6 of 33
<PAGE>
CUSIP No. 881005 20 1
(1) Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
TAURUS INTERNATIONAL S.A. (Solely due to indirect ownership through
its ownership of the common stock of Terra Industries Inc.)
(2) Check the Appropriate Box if a Member of a Group (See Instructions)
|_| (a)
|_| (b)
(3) SEC Use Only
(4) Source of Funds
(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 0
Shares
Beneficially (8) Shared Voting Power 12,779,814 Common Units
Owned by
Each (9) Sole Dispositive Power 0
Reporting
Person With (10) Shared Dispositive Power 12,779,814 Common Units
(11) Aggregate Amount Beneficially Owned by Each Reporting Person
12,779,814 Common Units
(12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares
(13) Percent of Class Represented by Amount in Row (11) 69.1%
(14) Type of Reporting Person (See Instructions) CO
Page 7 of 33
<PAGE>
CUSIP No. 881005 20 1
(1) Name of Reporting Person
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.)
(2) Check the Appropriate Box if a Member of a Group (See Instructions)
|_| (a)
|_| (b)
(3) SEC Use Only
(4) Source of Funds
(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 0
Shares
Beneficially (8) Shared Voting Power 12,779,814 Common Units
Owned by
Each (9) Sole Dispositive Power 0
Reporting
Person With (10) Shared Dispositive Power 12,779,814 Common Units
(11) Aggregate Amount Beneficially Owned by Each Reporting Person
12,779,814 Common Units
(12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares
(13) Percent of Class Represented by Amount in Row (11) 69.1%
(14) Type of Reporting Person (See Instructions) CO
Page 8 of 33
<PAGE>
Item 1. Security and Issuer.
This Amendment No.4 amends the Schedule 13D dated March 31, 1997
of the Reporting Persons (as amended by Amendments Nos. 1, 2 and 3, the
"Schedule 13D") relating 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 4. Purpose of Transaction.
Item 4 of the Schedule 13D is hereby amended by the insertion of
the following additional paragraph at the end thereof:
"The boards of directors of Anglo American Corporation of South
Africa Limited 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 Industries
Inc., which has an indirect beneficial ownership of Common Units, 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."
Page 9 of 33
<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.
TERRA NITROGEN CORPORATION
By: /s/ George H. Valentine
-------------------------------------
Name: George H. Valentine
Title: Vice President
TERRA CAPITAL, INC.
By: /s/ George H. Valentine
-------------------------------------
Name: George H. Valentine
Title: Corporate Secretary
TERRA CAPITAL HOLDINGS, INC.
By: /s/ George H. Valentine
-------------------------------------
Name: George H. Valentine
Title: Corporate Secretary
TERRA INDUSTRIES INC.
By: /s/ George H. Valentine
-------------------------------------
Name: George H. Valentine
Title: Corporate Secretary
Dated: October 16, 1998
Page 10 of 33
<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.
TAURUS INVESTMENTS S.A.
By: /s/ N. Jordan
-------------------------------------
Name: N. Jordan
Title: Secretary
TAURUS INTERNATIONAL S.A.
By: /s/ N. Jordan
-------------------------------------
Name: N. Jordan
Title: Secretary
MINORCO
By: /s/ N. Jordan
-------------------------------------
Name: N. Jordan
Title: Secretary
Dated: October 16, 1998
Page 11 of 33
<PAGE>
ANNEX A
I. The following table sets forth certain information concerning each of the
Directors and Officers of Terra Nitrogen Corporation ("TNC").
<TABLE>
<CAPTION>
<S> <C>
Name: Michael L. Bennett (Director, President and CEO)
Citizenship: United States of America
Business Address: Terra Centre, 600 Fourth Street
P.O. Box 6000
Sioux City, IA 51102-6000
Principal Occupation: Chief Operating Officer, Terra;
President and CEO, TNC
Name: Burton M. Joyce (Chairman and Director)
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: 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: S. Wesley Haun (Vice President)
Citizenship: United States of America
Business Address: Terra Centre, 600 Fourth Street, P.O. Box 6000
</TABLE>
Page 12 of 33
<PAGE>
<TABLE>
<CAPTION>
<S> <C>
Sioux City, Iowa 51102-6000
Principal Occupation: Vice President, Energy
Name: Charles J. Pero (Vice President)
Citizenship: United States of America
Business Address: Terra Centre, 600 Fourth Street, P.O. Box 6000
Sioux City, Iowa 51102-6000
Principal Occupation: Vice President, Human Resources
Name: Robert W. Todd (Director)
Citizenship: United States of America
Business Address: 1013 A Buckingham Drive
Lakehurst, New Jersey 08733
Principal Occupation: Vice President, Chemical Industry Services (retired)
Citibank N.A.
Name: Steven A. Savage (Senior Vice President, Manufacturing)
Beneficially owns 4,000 Common Units
Citizenship: United States of America
Business Address: 5100 E. Skelly Drive, Suite 800
Tulsa, Oklahoma 74135-6565
Principal Occupation: Senior Vice President, Manufacturing, TNC
Name: 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: 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>
II. The following table sets forth certain information concerning each of the
Directors and Officers of Terra Capital, Inc.
Page 13 of 33
<PAGE>
The following list sets forth the names of certain Directors and Officers of
Terra Capital, Inc. 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>
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>
III. The following table sets forth certain information concerning each of the
Directors and Officers of Terra Capital Holdings, Inc.
The following list sets forth the names of certain Directors and Officers of
Terra Capital Holdings, Inc. 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>
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>
IV. The following table sets forth certain information concerning each of the
Directors and Officers of Terra Industries Inc.
The following list sets forth the names of certain Directors and Officers of
Terra Industries, Inc. 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)
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)
Charles J. Pero (Vice President, Human Resources) SECTION I
</TABLE>
Page 14 of 33
<PAGE>
<TABLE>
<CAPTION>
<S> <C> <C>
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
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
</TABLE>
Page 15 of 33
<PAGE>
<TABLE>
<CAPTION>
<S> <C>
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: Wynn S. Stevenson (Vice President)
Citizenship: United States of America
Business Address: Terra Centre, 600 Fourth Street, P.O. Box 6000
Sioux City, Iowa 51102-6000
Principal Occupation: Vice President, Taxes and Corporate Development
</TABLE>
V. 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>
D.E. Fisher (Finance Director) SECTION IV
A.W. Lea (Executive Director) SECTION IV
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
</TABLE>
Page 16 of 33
<PAGE>
<TABLE>
<CAPTION>
<S> <C>
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
Name: Edward G. Beimfohr (Director)
Citizenship: United States of America
Business Address: 320 Park Avenue
New York, New York 10022-6815
Principal Occupation: Partner, Lane & Mittendorf (Law Firm)
Name: 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
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
</TABLE>
Page 17 of 33
<PAGE>
<TABLE>
<CAPTION>
<S> <C>
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
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
</TABLE>
Page 18 of 33
<PAGE>
<TABLE>
<CAPTION>
<S> <C>
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: William R. Loomis, Jr. (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;
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, Centenary,
Deputy Chairman and Director, AAC, Chairman,
Amgold
Name: C.E. Ritchie (Director)
Citizenship: Canadian
Business Address: 44 King Street West
Toronto, Ontario M5H 1E2
</TABLE>
Page 19 of 33
<PAGE>
<TABLE>
<CAPTION>
<S> <C>
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,
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
</TABLE>
Page 20 of 33
<PAGE>
<TABLE>
<CAPTION>
<S> <C>
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 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>
VI. The following table sets forth certain information concerning each of the
Directors and Officers of Taurus Investments S.A.
The following list sets forth the names of certain Directors and Officers of
Page 21 of 33
<PAGE>
Taurus Investments S.A. 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 V
D.A. TURNER (Director) SECTION V
VII. The following table sets forth certain information concerning each of the
Directors and Officers of Taurus International S.A.
The following list sets forth the names of certain Directors and Officers of
Taurus International S.A. 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 V
D.A. TURNER (Director) SECTION V
Page 22 of 33
<PAGE>
VIII. The following table sets forth certain information concerning each of the
Executive Directors, Directors, Alternate Directors and other Officers of AAC.
The following list sets forth the names of certain Executive Directors,
Directors, Alternate Directors and Officers of AAC and the sections of this
Annex "A" in which other information concerning them is set out, to which
sections reference is hereby made:
P.C.D. BURNELL (Director) SECTION V
M.W. KING (Executive Director) SECTION V
A.W. LEA (Director) SECTION IV
N.F. OPPENHEIMER (Deputy Chairman and
Director) SECTION V
R.S. ROBERTSON (Alternate Director) SECTION V
H.R. SLACK (Director) SECTION IV
J. OGILVIE THOMPSON (Chairman and Executive
Director) SECTION V
A.J. TRAHAR (Director) SECTION V
T.C.A. WADESON (Group Technical Director) SECTION V
G.S. YOUNG (Executive Director) SECTION V
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, 200,
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)
Page 23 of 33
<PAGE>
<TABLE>
<CAPTION>
<S> <C>
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
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. 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 &
Centenary.
</TABLE>
Page 24 of 33
<PAGE>
<TABLE>
<CAPTION>
<S> <C>
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)
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
</TABLE>
Page 25 of 33
<PAGE>
<TABLE>
<CAPTION>
<S> <C>
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)
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).
</TABLE>
Page 26 of 33
<PAGE>
<TABLE>
<CAPTION>
<S> <C>
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
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 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.
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.
</TABLE>
Page 27 of 33
<PAGE>
<TABLE>
<CAPTION>
<S> <C>
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, 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 EC 1N 6RA England
Principal Occupation: Managing Director, De Beers and Centenary
</TABLE>
Page 28 of 33
<PAGE>
<TABLE>
<CAPTION>
<S> <C>
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).
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: 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.
</TABLE>
Page 29 of 33
<PAGE>
<TABLE>
<CAPTION>
<S> <C>
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: 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 and
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>
IX. 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
Page 30 of 33
<PAGE>
Centenary and the sections of this Annex "A" in which other information
concerning them is set out, to which sections reference is hereby made:
N.F. OPPPENHEIMER (Director and Chairman) SECTION V
J. OGILVIE THOMPSON (Director and Deputy
Chairman) SECTION V
J.M. CAMPBELL (Director) SECTION VIII
J.C.L. KESWICK (Director) SECTION VIII
G.M. RALFE (Director) SECTION VIII
<TABLE>
<CAPTION>
<S> <C>
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 EC1N 6RA
Principal Occupation: Director, DeBeers Canada Corporation, Vancouver
Name: T.W.H. Capon (Director)
Citizenship: British
Business Address: 17 Charterhouse Street
London EC1N 6RA, England
Principal Occupation: Member of the Executive Committee, The Central Selling
Organization
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 & Manager - Geology, De Beers.
</TABLE>
Page 31 of 33
<PAGE>
<TABLE>
<CAPTION>
<S> <C>
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
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. Pudney (Director)
Citizenship: British
Business Address: 17 Charterhouse Street, London EC1N 6RA
England
Principal Occupation: Member of Executive Committee, The Central Selling
Organization
</TABLE>
Page 32 of 33
<PAGE>
<TABLE>
<CAPTION>
<S> <C>
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 EC1N 6RA
England
Principal Occupation: Member of the Executive Committee, The Central Selling
Organization.
</TABLE>
X. 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:
N.F. OPPENHEIMER (Director and Chairman) SECTION V
J. OGILVIE THOMPSON (Director and Deputy
Chairman) SECTION V
B. AINSLEY (Director) SECTION IX
G.F.H. BURNE (Director) SECTION IX
J.W. CAMPBELL (Director) SECTION VIII
T.W.H. CAPON (Director) SECTION IX
R.M. CRAWFORD (Director) SECTION IX
R. EDWARDS (Director) SECTION IX
G.P.K. KELL (Director) SECTION IX
J.C.L. KESWICK (Director) SECTION VIII
L.A. LINCOLN (Director) SECTION IX
B. MAROLE (Director) SECTION IX
O.K. MATAMBO (Director) SECTION IX
A.E. OPPENHEIMER (Director) SECTION IX
J.P. PUDNEY (Director) SECTION IX
G.M. RALFE (Director) SECTION VIII
G.W.H. RELLY (Director) SECTION IX
N.P. WISDEN (Director) SECTION IX
Page 33 of 33
