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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-A
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR 12(g) OF THE
SECURITIES EXCHANGE ACT OF 1934
Terra Nitrogen Company, L.P.
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(Exact name of registrant as specified in its charter)
Delaware 73-1389684
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(State of Incorporation or Organization) (I.R.S. Employer Identification No.)
5100 East Skelly Drive, Tulsa, Oklahoma 74135
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(Address of Principal Executive Offices) (Zip Code)
If this Form relates to the registration of a class of debt securities and is
effective upon filing pursuant to General Instruction A(c)(1), please check the
following box.
If this Form relates to the registration of a class of debt securities and is to
become effective simultaneously with the effectiveness of a concurrent
registration statement under the Securities Act of 1933 pursuant to General
Instruction A(c)(2), please check the following box.
Securities to be registered pursuant to Section 12(b) of the Act:
Title of each class Name of exchange on which
to be so registered each class is to be registered
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Common Units
Representing Limited Partner Interests
Evidenced by Depositary Receipts New York Stock Exchange, Inc.
Securities to be registered pursuant to Section 12(g) of the Act: NONE
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Item 1. Description of Registrant's Securities to be Registered
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Reference is made to the common units representing limited partner
interests evidenced by depositary receipts (the "Common Units") in Terra
Nitrogen Company, L.P. (the "Partnership"). A description of the Common Units
to be registered hereunder is set forth under the captions "Cash Distributions",
"Description of the Units" and "Description of the Partnership Agreements" in
the prospectus dated November 26, 1991 filed with the Securities and Exchange
Commission (the "Commission") pursuant to Rule 424(b) of the Securities Act of
1933, as amended, in connection with the Partnership's Registration Statement on
Form S-1 (Commission File No. 33-43007), as amended (the "Registration
Statement"), which description is incorporated herein by reference.
Such description is updated as follows:
The Junior Conversion Date occurred on December 31, 1995 and all
Junior Preference Units were converted on such date into Senior
Preference Units on a one-for-one basis in accordance with the terms
of the Agreement of Limited Partnership of the Partnership.
The Senior Conversion Date occurred, and the Preference Period ended,
on December 31, 1996 and a mailing of notices to holders of Senior
Preference Units was commenced. Until March 31, 1997 all holders of
Senior Preference Units have the right to elect to convert such units
into fully participating Common Units on a one-for-one basis. The
Common Units have been approved for listing on the New York Stock
Exchange subject to official notice of issuance and evidence of
satisfactory distribution.
Item 2. Exhibits
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The following exhibits to this Registration Statement on Form 8-A are
incorporated by reference to the documents specified which are filed with the
Commission:
1. The Agreement of Limited Partnership of the Partnership, filed as
Exhibit 3.1 to the Partnership's Form 10-K (file no. 1-10877) for the year ended
December 31, 1991 and incorporated herein by reference.
2. Certificate of Limited Partnership of the Partnership, filed as Exhibit
3.2 to the Registration Statement and incorporated herein by reference.
3. The Deposit Agreement among the Partnership, First Chicago Trust Company
of New York (as successor to United States Trust Company of New York), as
Depositary, and Holders of Depositary Receipts, filed as Exhibit 4.1 to the
Partnership's Form 10-K for the year ended December 31, 1991 and incorporated
herein by reference.
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4. The form of Depositary Receipt for the Common Units attached as Exhibit
B to Exhibit 4.1 of the Partnership's Form 10-K for the year ended December 31,
1991 and incorporated herein by reference.
SIGNATURE
Pursuant to the requirements of Section 12 of the Securities Exchange
Act of 1934, the registrant has duly caused this registration statement to be
signed on its behalf by the undersigned, thereto duly authorized.
TERRA NITROGEN
COMPANY, L.P.
By: TERRA NITROGEN
CORPORATION
As General Partner
By: /s/ George H. Valentine
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George H. Valentine
Vice President and
General Counsel
Date: March 24, 1997
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