-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: keymaster@town.hall.org Originator-Key-Asymmetric: MFkwCgYEVQgBAQICAgADSwAwSAJBALeWW4xDV4i7+b6+UyPn5RtObb1cJ7VkACDq pKb9/DClgTKIm08lCfoilvi9Wl4SODbR1+1waHhiGmeZO8OdgLUCAwEAAQ== MIC-Info: RSA-MD5,RSA, LM9OpkioiFXE+883V9ctz9Chc8QZBF91aZVU0+aEfIBFK8fXEkndD+sqSbZJh1cy whDRhyahQ00nObhGHgKI3w== 0000915070-94-000008.txt : 19940811 0000915070-94-000008.hdr.sgml : 19940811 ACCESSION NUMBER: 0000915070-94-000008 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 4 FILED AS OF DATE: 19940810 GROUP MEMBERS: MINORCO GROUP MEMBERS: MINORCO USA INC SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: TERRA INDUSTRIES INC CENTRAL INDEX KEY: 0000722079 STANDARD INDUSTRIAL CLASSIFICATION: 5190 IRS NUMBER: 521145429 STATE OF INCORPORATION: MD FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-34386 FILM NUMBER: 94542631 BUSINESS ADDRESS: STREET 1: TERRA CENTRE 600 4TH ST STREET 2: P.O. BOX 6000 CITY: SIOUX CITY STATE: IA ZIP: 51102-6000 BUSINESS PHONE: 7122771340 MAIL ADDRESS: STREET 1: TERRA CENTER STREET 2: 600 4TH ST P O BOX 6000 CITY: SIOUX CITY STATE: IA ZIP: 51102-6000 FORMER COMPANY: FORMER CONFORMED NAME: INSPIRATION RESOURCES CORP DATE OF NAME CHANGE: 19920517 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: MINORCO USA INC CENTRAL INDEX KEY: 0000915070 STANDARD INDUSTRIAL CLASSIFICATION: 0000 IRS NUMBER: 841137980 STATE OF INCORPORATION: CO FISCAL YEAR END: 0630 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 5251 DTC PARKWAY, SUITE 700 CITY: ENGLEWOOD STATE: CO ZIP: 80111 BUSINESS PHONE: 3038890711 SC 13D/A 1 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Amendment No. 10 to SCHEDULE 13D 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 of Class of Securities) Ben L. Keisler N. Jordan Vice President Secretary Minorco (U.S.A.) Inc. Minorco 5251 DTC Parkway 9 Rue Sainte Zithe Suite 700 Luxembourg City, Englewood, CO 80111 Luxembourg Telephone: (303) 889-0700 Telephone: (352) 404-1101 (Name, Address and Telephone Number of Persons Authorized to Receive Notices and Communications on Behalf of Bidder) August 8, 1994 (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 Statement because of Rule 13d-1(b)(3) or (4), check the following: __ Check the following box if a fee is being paid with this Statement: __ CUSPID No. 457729-10-1 (Common) (1) Names of Reporting Persons, S.S. or I.R.S. Identification Nos. of Above Person Minorco (U.S.A.) Inc. EIN: 84-1137980 (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(e) or 2(f) (6) Citizenship or Place of Organization Colorado (7) Sole Voting Power 37,160,725 Common Shares (8) Shared Voting Power (9) Sole Dispositive Power 37,160,725 Common Shares (10) Shared Dispositive Power (11) Aggregate Amount Beneficially Owned by Each Reporting Person 37,160,725 Common Shares (12) __ Check of the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) (13) Percent of Class Represented by Amount in Row (11) 52.67% (14) Type of Reporting Person (See Instructions) CO CUSIP No. 457729-10-1 (Common) (1) Names of Reporting Persons, S.S. or I.R.S. Identification Nos. 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(e) or 2(f) (6) Citizenship or Place of Organization Luxembourg (7) Sole Voting Power By subsidiary - 37,160,725 Common Shares (8) Shared Voting Power (9) Sole Dispositive Power By subsidiary - 37,160,725 Common Shares (10) Shared Dispositive Power (11) Aggregate Amount Beneficially Owned by Each Reporting Person 37,160,725 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) 52.67% (14) Type of Reporting Person (See Instructions) CO TERRA INDUSTRIES INC. Schedule 13D Amendment No. 10 This restated Schedule 13D, as amended, is filed in its entirety pursuant to Rule 101, Paragraph A(2)(ii). The purpose of this Amendment No. 10 is to reflect the agreement of Minorco (U.S.A.) Inc. ("Minorco USA") to acquire additional common shares of Terra Industries Inc. ("Terra"), at the option of Terra, as further described in Item 4. Item 1. Security and Issuer This Amendment No. 10 to the Schedule 13D dated August 3, 1983 of Minorco is filed to reflect information required pursuant to Rule 13d-2 of the Securities and Exchange Commission under the Securities Exchange Act of 1934, as amended (the "Act"), relating to the Common Shares, no par value, of Terra, formerly Inspiration Resources Corporation, a Maryland corporation, Terra Centre, 600 Fourth Street, Sioux City, Iowa 51101. Item 2. Identity and Background This statement is being filed on behalf of Minorco, a company incorporated under the laws of Luxembourg ("Minorco") and Minorco USA, a Colorado corporation and a subsidiary of Minorco, with respect to the Common Shares, no par value, of Terra which are beneficially owned by Minorco and Minorco USA. Minorco's principal office address is 9 rue Sainte Zithe, Luxembourg City, Grand Duchy of Luxembourg. Minorco USA's principal office address is 5251 DTC Parkway, Suite 700, Englewood, Colorado 80111. Minorco is an international natural resources company principally involved in mining and the processing of gold, base metals, industrial materials, pulp, paper, packaging and in agribusiness. Prior to a reorganization which became effective on November 27, 1987, Minerals and Resources Corporation Limited, a company organized under the laws of Bermuda ("Minorco Bermuda"), was the filing person in respect of the Common Shares of Terra which are the subject of this statement. Minorco was a subsidiary of Minorco Bermuda and the corporation owning such shares of record was in turn a wholly-owned indirect subsidiary of Minorco. By virtue of the reorganization, the former shareholders of Minorco Bermuda became the shareholders of Minorco, Minorco Bermuda became a wholly-owned subsidiary of Minorco with nominal capitalization, and Minorco became the beneficial owner of the Common Shares of Terra in respect of which this statement is filed. As a result of the reorganization, Minorco Bermuda no longer has any beneficial interest in the Common Shares of Terra. On July 22, 1988 Minorco Bermuda was liquidated. In connection with a reorganization of the manner in which Minorco's North American investments are held, in February of 1990, Minorco USA was formed as a subsidiary of Minorco to hold and administer such investments. Pursuant to such reorganization and as part of the initial capitalization of Minorco USA, on June 29, 1990, Minorco USA acquired, among other assets, all of the Common Stock and Class A Common Stock of Terra beneficially owned by Minorco, consisting of 19,262,433 shares of the Common Stock of Terra and 17,898,292 shares of the Class A Common Stock of Terra. The capital stock of Minorco is owned, in part, as follows: approximately 43%, directly or through subsidiaries, by Anglo American Corporation of South Africa Limited ("AAC"), a publicly-held mining and finance company, and approximately 23%, directly or through subsidiaries, by De Beers Centenary AG ("Centenary"), a publicly-held Swiss diamond mining and investment company and approximately 3% by Anglo American Gold Investment Company Limited ("Amgold"), a publicly-held mining investment company. Approximately 50% of the capital stock of Amgold is owned, directly or through subsidiaries, by AAC. Approximately 39% of the capital stock of AAC is owned, directly or through subsidiaries, by De Beers Consolidated Mines Limited ("De Beers"), a publicly-held diamond mining and investment company. The principal offices of De Beers are at 36 Stockdale Street, Kimberley, Cape Province, South Africa. Approximately 33% of the capital stock of De Beers is owned, directly or through subsidiaries, by AAC, and approximately 29% of the capital stock of Centenary is beneficially owned, directly or through subsidiaries, by AAC. Prior to May 25, 1990, De Beers owned, directly or through subsidiaries, an approximate interest of 21% of Minorco's capital stock now owned by Centenary. On May 25, 1990, at a general meeting of the holders of De Beers capital stock, the shareholders of De Beers approved a proposal effective May 25, 1990 to rearrange the affairs of De Beers so that its foreign businesses (including its interest in Minorco) are now held through Centenary, while its South African businesses continue to be held through De Beers. Under this rearrangement, the equity shareholders of De Beers on June 8, 1990 were issued securities in both De Beers and Centenary, these securities have been stapled and are tradeable as one unit. As far as possible, De Beers and Centenary have been and will be administered by identical boards of directors and executive officers. De Beers owns approximately 9% of Centenary. Mr. Nicholas F. Oppenheimer, deputy chairman and a director of AAC, Centenary and De Beers, and Chairman and a director of Amgold and a director of Minorco, and Mr. Henry R. Slack, Chief Executive, President and a director of Minorco, and a director of Minorco USA and AAC, have indirect partial interests in approximately 8% of the outstanding shares of AAC, approximately 7% of the outstanding shares of Minorco and less than one percent of the outstanding shares of Amgold. The names of the directors and executive officers of Minorco USA, Minorco, AAC, De Beers, Centenary and Amgold are set forth in Annex A. The principal offices of AAC are at 44 Main Street, Johannesburg, South Africa and those of Centenary are at 27 Langensandstrasse, CH. 6000, Lucerne 14, Switzerland. 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 USA, Minorco, AAC, De Beers, Centenary and Amgold are set forth in Annex A. During the last five years, neither (1) any of Minorco USA, Minorco, AAC, De Beers, Centenary, Amgold nor (2) to the best knowledge of Minorco USA or Minorco, any of the directors or executive officers of Minorco USA, Minorco, AAC, De Beers, Centenary or Amgold has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors). During the last five years, neither (1) any of Minorco USA, Minorco, AAC, De Beers, Centenary, Amgold (2) to the best knowledge of Minorco USA or Minorco, any of the directors or executive officers of Minorco USA, Minorco, AAC, De Beers, Centenary or Amgold 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 3. Source and Amount of Funds or Other Consideration Of the 37,160,725 Terra Common Shares held by Minorco, 3,927,435 were acquired pursuant to a Canadian Arrangement that took place in 1983 in exchange for 4,487,540 Common Shares of Hudson Bay Mining and Smelting Co., Limited ("HBMS") held by Minorco prior to the Arrangement. 975,169 Terra Common Shares held by Minorco, together with the 4,644,442 Terra Class A Shares were received in a reclassification of the share capital of Terra, which took place on July 1, 1983, prior to the Canadian Arrangement. Pursuant to a purchase agreement dated July 20, 1983, Minorco acquired 4,297,648 Terra Common Shares, 3,906,480 Terra Class A Shares and 4,102,064 warrants for an aggregate purchase price of $111,494,100. Each of the 4,102,064 warrants to be purchased by Minorco pursuant to the purchase agreement will entitle the holder to acquire, at the holder's option, either one Terra Common Share or one Terra Class A Share for $16.63. The warrants expired on August 9, 1986, unexercised. Pursuant to a rights offering made to all of Terra's shareholders in December 1984, Terra offered all holders of outstanding Terra shares the right to subscribe for two additional shares, at $5.19 per share, for every three shares held. Subscriptions for a total of 19,991,223 shares for an aggregate consideration of $103,754,477 were received, including subscriptions from Minorco for 9,873,176 Terra Common Shares and 9,176,352 Class A Shares for an aggregate consideration of $98,867,050. Minorco's equity and voting interests in Terra after the exchange offer remained approximately the same. On May 18, 1988, Minorco purchased 5,000 Terra Common Shares on the open market at a price of $6.50 per share. On June 29, 1990, Minorco USA, as part of its initial capitalization, acquired, among other assets, all of the Common Stock and Class A Shares of Terra beneficially owned by Minorco, consisting of 19,262,433 shares of the Common Stock of Terra and 17,898,292 shares of the Class A Shares of Terra. Minorco USA has acquired all of the Terra Common Shares and the Terra Class A Shares beneficially owned by Minorco as part of its initial capitalization. On August 1, 1991, Minorco USA converted all 17,898,292 of its shares of the Class A Common Stock of Terra into 17,898,292 Terra Common Shares. Item 4. Purpose of Transaction Minorco USA (and Minorco indirectly) is the majority shareholder of Terra and may be deemed to control Terra. Five of the ten directors of Terra are also officers or directors of Minorco USA, Minorco or AAC. Minorco USA and Minorco view their holdings in Terra as an investment. On June 14, 1991, Minorco and Kirkdale Investments Limited ("Kirkdale"), a wholly owned subsidiary of Minorco, entered into a Stock Purchase Agreement (the "Purchase Agreement") with Terra and Hudson Holdings Corporation ("HHC"), a wholly owned subsidiary of Terra for the purchase of Hudson Bay Mining and Smelting Co., Limited ("HBMS") and the Option described below at an aggregate purchase price of Canadian $100 million (the "Purchase Price"). The Purchase Agreement provided that the acquisition of HBMS will be effected through the purchase by Kirkdale of all of the common shares and preference shares (the "152640 Shares") of 152640 Canada Inc. ("152640"), an indirect wholly owned subsidiary of Terra which, at the closing of the transactions contemplated by the Purchase Agreement (the "Closing"), would own all of the common shares of HBMS and all Special Exchangeable Non-Voting Shares of HBMS owned by Terra and its subsidiaries. Simultaneously with the execution of the Purchase Agreement, Minorco and Kirkdale entered into a Stock Option Agreement (the "Option Agreement") with Terra under which Terra granted to Kirkdale an option (the "Option") to acquire all of the common shares in Minorco (U.S.A.) Marketing Corporation ("MUMC"), a wholly owned subsidiary of Terra, at a purchase price of Canadian $1. MUMC owns all of the common shares of Minorco (U.S.A.) Trading Corporation ("MUTC") which, in turn, holds a 75% general partnership interest (the "HP Partnership Interest") in Hochschild Partners ("HP"), a general partnership between MUTC and Hochschild & Co., Inc. Under the terms of the Option Agreement, the Option was exercisable only upon the occurrence of the Closing. The Purchase Agreement provided that Terra could, for a period expiring on July 31, 1991, solicit alternative offers from third parties to acquire HBMS and permit interested parties to conduct due diligence with respect to HBMS and its operations. If, prior to the expiration of this period, Terra received a firm proposal by a qualified third party (a) to acquire the 152640 Shares and the Option at an aggregate cash purchase price which exceeds the Purchase Price by at least Canadian $5 million (or to acquire other securities which would result in such third party acquiring beneficial ownership of all the common shares of HBMS and the HP Partnership Interest, or all the assets and liabilities of HBMS and MUMC or MUTC, or to effect a merger, consolidation or other business combination with HBMS and with MUMC or MUTC, provided that the net aggregate after-tax cash proceeds to Terra and its affiliates from any such alternate transaction structure were not less than the net aggregate after- tax cash proceeds Terra and HHC would have received upon the sale of the 152640 Shares and the exercise of the Option by such third party), (b) to assume the interim and other financing arrangements referred to below relating to the government mandated sulfur dioxide and particulate emission reduction project at HBMS' Flin Flon, Manitoba zinc refinery and copper smelter complex (the "HBMS Project") and (c) to reimburse Minorco for its expenses in connection with the Purchase Agreement and such financing arrangements (up to a maximum of Canadian $2.0 million), and which Terra otherwise considered to be more desirable than the transactions contemplated by the Purchase Agreement, Terra had the right to enter into a definitive agreement for such an alternative transaction with that third party prior to July 31, 1991. In the Purchase Agreement, Minorco also agreed to make available to HBMS, at or prior to July 31, 1991, financing for costs expected to be incurred to September 30, 1991 in connection with the HBMS Project in an amount not to exceed U.S. $17 million less the amount of other financing available to HBMS for such costs (and subject to HBMS not otherwise having available to it at least Canadian $20 million in financing for such costs). Such financing was subject to receipt by HBMS of commitments satisfactory to Minorco from the Canadian Federal government and the Province of Manitoba that Canadian $80 million in financing for the HBMS Project would be provided on terms satisfactory to Minorco. The obligations of Minorco and Kirkdale to complete the transactions contemplated by the Purchase Agreement were subject to the satisfaction of certain conditions, including, among other conditions, the Special Committee of the Board of Directors of Terra not having withdrawn, or modified in a manner adverse to Minorco or Kirkdale, its recommendation of the transactions contemplated by the Purchase Agreement, the receipt of any required approvals, the availability of adequate financing for the HBMS Project, and the absence of material adverse changes. The foregoing descriptions of the Purchase Agreement and the Option are qualified in their entirety by reference to the Purchase Agreement and the Option Agreement, copies of which were filed as Exhibits A and B to Amendment No. 8 of this Schedule 13D. On July 31, 1991, Minorco, Kirkdale, Terra and HHC executed an Amended and Restated Stock Purchase Agreement ("Amended and Restated Purchase Agreement"), which superseded the Purchase Agreement. The Amended and Restated Purchase Agreement contained substantially the same terms as the Purchase Agreement, except that the Amended and Restated Purchase Agreement provided for (i) both Terra and HHC to sell the 152640 Shares (thus amending the provisions of the Purchase Agreement contemplating that (A) Terra transfer its 152640 Shares to HHC and (B) HHC sell all its 152640 Shares to Kirkdale); and (ii) the Purchase Price to be paid in United States dollars. On July 31, 1991, Minorco, Kirkdale and Terra also entered into an amendment to the Option Agreement (the "Option Agreement Amendment"), reflecting the execution by such parties and HHC of the Amended and Restated Purchase Agreement. The foregoing descriptions of the Amended and Restated Purchase Agreement and the Option Agreement Amendment are qualified in their entirety by reference to the Amended and Restated Purchase Agreement and the Option Agreement Amendment, copies of which are filed as Exhibits A and B, respectively, to Amendment No. 9 to this Schedule 13D. On August 1, 1991, the closing of the transactions contemplated by the Amended and Restated Purchase Agreement (the "HBMS Closing") took place. As a result of the purchase of the 152640 Shares under the Amended and Restated Purchase Agreement, Minorco owns indirectly all of the outstanding common shares of HBMS. Immediately prior to the HBMS Closing, Kirkdale transferred the right to receive the common shares of MUMC under the Option to Minorco USA. Upon the occurrence of the HBMS Closing, Kirkdale exercised the Option and Minorco USA acquired all of the outstanding common shares of MUMC. As a result of such acquisition, Minorco USA also indirectly owns all the outstanding common shares of MUTC and the HP Partnership Interest. Separately, immediately after the HBMS Closing, Minorco USA delivered to Terra a notice to convert its 17,898,292 Class A Shares of Terra into Terra Common Shares, effective as of the close of business on August 1, 1991. As a result of such conversion, Minorco USA owns 37,160,725 Terra Common Shares. Such conversion has no material effect on the equity interest of Minorco USA in Terra, but had the effect of increasing the voting interest of Minorco USA to approximately 56.06%, the same as such equity interest. Terra and a subsidiary have entered into a Merger Agreement with Agricultural Minerals and Chemicals Inc. ("AMC") dated August 8, 1994. In support of this transaction, and subject to its completion, Minorco USA has agreed to purchase up to $100 million of Terra Common Shares at Terra's option at the price of $7.50 per share at any time prior to October 31, 1994. The foregoing description is qualified in its entirety by reference to the Put Option Agreement dated August 8, 1994 between Minorco USA and Terra, a copy of which is filed as Exhibit D to this Amendment No. 10. This transaction must be approved by holders of the majority of Common Shares of Terra, and pursuant to the Voting Agreement dated August 8, 1994, Minorco USA has agreed to vote in favor of the transaction. A copy of the Voting Agreement is attached to this Amendment No. 10 as Exhibit E. Except as set forth above, neither Minorco USA nor Minorco has formulated any plans or proposals which relate to Terra which would require disclosure under Item 4 of Schedule 13D. However, Minorco USA and Minorco may at any time, depending upon their evaluation of the business and prospects of Terra or other developments they consider relevant, change their plans and intentions and take any and all actions they may deem appropriate with respect to their investment in Terra. Such plans may include the increase, decrease or disposal of their investment in Terra. Such transactions may be effected in the open market or otherwise. Item 5. Interest in Securities of the Issuer (a) Except as referred to in Item 2 hereof and as set forth below, neither Minorco USA, Minorco, AAC, De Beers, Centenary, Amgold nor, to the best of Minorco USA or Minorco's knowledge, any of the executive officers or directors of Minorco USA, Minorco, AAC, De Beers, Centenary and Amgold, owns beneficially, or has any right to acquire, directly or indirectly, any of the common shares of Terra: Name of Person Title of Class Number of Shares Anthony W. Lea Common 250* R. F. Richards Common 458,826*(1) H. R. Slack Common 250* David E. Fisher Common 250* Edward G. Beimfohr Common 5,000* Robert L. Zerga Common 20,000* Ben L. Keisler Common 4,885* (1) Includes 400,000 Terra common shares issuable upon the exercise of stock options and 11,826 shares covered by an employee's savings and investment plan, as described in Item 6. * Represents less than 1% of outstanding common stock. As of the date hereof, Minorco USA and Minorco are deemed to beneficially own 37,160,725 shares of Terra common stock or 52.67% of the total number of outstanding shares of common stock of Terra as reported to Minorco and Minorco USA by Terra. (b) Minorco USA has sole voting and dispositive power with respect to the shares of Terra. Messrs. Beimfohr, Fisher, Lea, Richards, Zerga and Slack each have sole voting and dispositive power with respect to the shares held by them, except with respect to 400,000 Terra Common Shares which Mr. Richards has the right to acquire pursuant to the option agreements described in Item 6 but which have not been so acquired by Mr. Richards, with respect to 11,826 shares covered by an employee's savings and investment plan described in Item 6 which gives Mr. Richards sole voting power with respect to the shares, but not present dispositive power and with respect to 4,885 shares covered by an employee's savings and investment plan described in Item 6 which gives Mr. Keisler sole voting power with respect to the shares, but not present dispositive power. (c) Not applicable. (d) Not applicable. (e) Not applicable. Item 6. Contracts, Arrangements, Undertakings or Relationships with Respect to Securities of the Issuer Except as stated below, neither Minorco USA, Minorco, AAC, Centenary nor any of their officers and directors has any contract or arrangement with respect to any Terra Common Shares. Prior to the reorganization of Terra and HBMS, R. F. Richards had been granted options to purchase 5,000 Common Shares of HBMS. In connection with the reorganization, the option agreement with Mr. Richards was amended to specify that upon exercise of such options Mr. Richards would receive either HBMS Special Shares or Terra Common Shares in accordance with an election made by Mr. Richards at the time of the reorganization, and that the number of shares under option would be increased by the same premium offered to the holders of Common Shares of HBMS in the reorganization. In accordance with Mr. Richards' election, 5,865 Terra Common Shares are issuable upon the exercise of such option. This option has now expired. Mr. Richards has also acquired options to purchase 400,000 Terra Common Shares pursuant to two Stock Option Plans which permit key employees to purchase shares within certain limitations. Mr. Richards and Mr. Keisler also have certain rights with respect to 11,826 and 4,885 Terra Common Shares, respectively, pursuant to an employees' savings and investment plan of Terra. Both Stock Option Plans and the employees' savings and investment plan are more fully described in Terra's Proxy Statement dated March 31, 1987 which was filed with this Commission on March 30, 1987. A copy of the 1983 Stock Option Plan of Terra, filed as Exhibit 10.21.1 to Terra's Form 10-K for the year ended December 31, 1983, and the 1987 Stock Incentive Plan of Terra, filed as Appendix I to Terra's Proxy herein by reference. A copy of Terra Industries Inc. Employees' Savings and Investment Plan was filed as Exhibit E to Amendment No. 1 of this Schedule 13D. Exhibit A to Amendment No. 5 of this Schedule 13D, dated July 2, 1990, is a Joint Filing Agreement between Minorco and Minorco USA pursuant to which they have agreed that this Schedule 13D is filed on behalf of each of them. Minorco USA is responsible for the completeness and accuracy of only that information contained therein concerning itself, its executive directors and officers. Minorco is responsible for the completeness of that information contained therein concerning itself, its executive directors, officers and controlling persons. Neither Minorco USA nor Minorco knows or has reason to believe that any information concerning any other contained herein is inaccurate. Minorco USA has reached an understanding with Reuben F. Richards, Chairman of the Board of Minorco USA and Terra, pursuant to which, in the event and to the extent Terra does not meet its obligations under the deferred compensation agreement in effect since 1983 between Mr. Richards and Terra, Minorco USA will provide appropriate compensation to Mr. Richards until Terra remedies such failure. Item 7. Material to be Filed as Exhibits Exhibit D Put Option Agreement between Minorco (U.S.A.) Inc. and Terra Industries Inc. dated August 8, 1994. Exhibit E Minorco Voting Agreement among Agricultural Minerals and Chemicals Inc., Terra Industries Inc. and Minorco (U.S.A.) Inc. dated August 8, 1994. SIGNATURE After reasonable inquiry and to the best of its knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct. MINORCO By: s/N. Jordan N. Jordan Secretary August 10, 1994 SIGNATURE After reasonable inquiry and to the best of its knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct. MINORCO (U.S.A.) INC. By: s/Ben L. Keisler Ben L. Keisler Vice President, Secretary and General Counsel August 10, 1994 EX-1 2 ANNEX "A" TO SCHEDULE 13D FILED BY MINORCO (U.S.A.) INC. AND MINORCO I. The following table sets forth certain information concerning each of the Directors and Officers of Minorco (U.S.A.) Inc. ("Minorco USA"). Name: T. C. Barry (Director) Citizenship: United States of America Business Address: 30 Rockefeller Plaza, Room 4318 New York, New York 10112, U.S.A Principal Occupation: President, Marlboro Ltd. (Private investment company) Name: E. G.Beimfohr(Director) Citizenship: United States of America Business Address: 100 East 42nd Street, Suite 1810 New York, New York 10017 Principal Occupation: Partner, Lane & Mittendorf (Law firm), Director, Minorco Name: W. K. Brown (Director) Citizenship: United States of America Business Address: 235 Stillwater Court Marco Island, FL 33937 Principal Occupation: Consultant Name: D. E. Fisher (Director) Citizenship: British Business Address: 9 rue Sainte Zithe L-2763 Luxembourg City Luxembourg Principal Occupation: Finance Director, Minorco Name: A. W. Lea (Director) Citizenship: South African Business Address: 40 Holborn Viaduct London, England EC1P 1AJ Principal Occupation: Executive Director, Minorco Name: R. F. Richards (Director, Chairman Citizenship: United States of America Business Address: 250 Park Avenue, New York, NY 10177 Principal Occupation: Chairman of the Board, President and Chief Executive Officer Minorco USA Name: H. R. Slack (Director) Citizenship: United States of America Business Address: 40 Holborn Viaduct London, England EC1P 1AJ Principal Occupation: Director, President and Chief Executive Officer, Minorco, Director, Anglo American Corporation of South Africa Limited ("AAC") Name: T. C. A. Wadeson (Director) Citizenship: British Business Address: 40 Holborn Viaduct London, England EC1P 1AJ Principal Occupation: Technical Director, Minorco, Director, AAC Name: R. L. Zerga (Director and Vice President) Citizenship: United States of America Business Address: Minorco USA 5251 DTC Parkway, Suite 700 Englewood, CO 80111, U.S.A. Principal Occupation: Chairman of the Board and Chief Executive Officer, Independence Mining Company Inc. (Gold mining), Vice President - Gold Operations, Minorco USA Name: B. M. Joyce (Vice President) Citizenship: United States of America Business Address: Terra Centre, 600 Fourth Street, Sioux City, Iowa 51101 Principal Occupation: President and Chief Executive Officer, Terra Industries Inc. (Agribusiness), Vice President, Agribusiness, Minorco USA Name: J. D. Hall (Vice President, Treasurer and Controller) Citizenship: United States of America Business Address: Minorco USA 5251 DTC Parkway, Suite 700 Englewood, CO 80111, U.S.A. Principal Occupation: Vice President, Treasurer and Controller, Minorco USA Name: B. L. Keisler (Vice President, General Counsel and Secretary) Citizenship: United States of America Business Address: Minorco USA 5251 DTC Parkway, Suite 700 Englewood, CO 80111 Principal Occupation: Vice President, General Counsel and Secretary, Minorco USA Name: G. J. Leinsdorf (Vice President) Citizenship: United States of America Business Address: 250 Park Avenue, 19th Floor New York, New York 10177, U.S.A. Principal Occupation: Director and President, Minorco (U.S.A.) Marketing Corporation (Metal sales), Vice President, Marketing, Minorco USA II. The following table sets forth certain information concerning each of the Directors and other Officers of Minorco ("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: E. G. BEIMFOHR (Director) SECTION I D. E. FISHER (Finance Director) SECTION I A. W. LEA (Executive Director) SECTION I R. F. RICHARDS (Director) SECTION I H. R. SLACK (Director, President and Chief Executive Officer) SECTION I T. C. A. WADESON (Technical Director) SECTION I Name: J. Ogilvie Thompson (Director and Chairman) Citizenship: South African Business Address: 44 Main Street, Johannesburg, 2001, Republic of South Africa Principal Occupation: Chairman, Minorco, De Beers Consolidated Mines Limited ("De Beers"), De Beers Centenary AG ("Centenary"), Executive Director and Chairman, Anglo American Corporation of South Africa Limited ("AAC") and Director Anglo American Gold Investment Company Limited ("Amgold"). Name: J. R. de Aragao Bozano (Director) Citizenship: Brazilian Business Address: Banco Bozano Simonsen S. A., 138 Avenida Rio Branco, Rio de Janeiro, 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: P. C. D. Burnell (Director) Citizenship: British Business Address: 40 Holborn Viaduct London, England EC1P 1AJ Principal Occupation: Executive Director, Minorco Name: C. A. Crocker (Director) Citizenship: United States of America Business Address: The Crocker Group 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: E. P. Gush (Director) Citizenship: South African Business Address: 44 Main Street, Johannesburg, 2001 Republic of South Africa Principal Occupation: Executive Director and Deputy Chairman, AAC, Director, Amgold, De Beers and Centenary Name: M. W. King (Director) Citizenship: South African Business Address: 44 Main Street, Johannesburg, 2001, Republic of South Africa Principal Occupation: Executive Director and Finance Division Head, AAC and Director, Amgold Name: W. R. Loomis, Jr. (Director) Citizenship: United States of America Business Address: One Rockefeller Plaza New York, New York 10124, U.S.A. Principal Occupation: General Partner, Lazard Freres & Co. (Investment banking firm) Name: N. F. Oppenheimer (Director) Business Address: 44 Main Street, Johannesburg, 2001, Republic of South Africa Principal Occupation: Director and Deputy Chairman, De Beers, Centenary, Deputy Chairman and Executive Director, AAC and Director, Amgold Name: G. W. H. Relly (Director) Citizenship: South African Business Address: 44 Main Street, Johannesburg, 2001, Republic of South Africa Principal Occupation: Executive Director, AAC; De Beers; Centenary Name: C. E. Ritchie (Director) Citizenship: Canadian Business Address: 44 King Street West Toronto, Ontario M5H 1E2 Principal Occupation: Chairman of the Board and Chairman of the Executive Committee, Bank of Nova Scotia (Commercial bank) Name: H-J. Schreiber (Director) Citizenship: German Business Address: Bestor Investors Ltd. 10, Collyer Quay 11-01, Ocean Bldg. Singapore 0104 Principal Occupation: Chairman, Bestor Investors Pte. Ltd. (Consulting firm) Name: P. S. Wilmot-Sitwell (Director) Citizenship: British Business Address: 40 Holborn Viaduct London, England EC1P 1AJ Principal Occupation: Vice Chairman, S.G. Warburg Group PLC Name: G. S. Young (Executive Director) Citizenship: South African Business Address: Praca da Republica, 497-80 andar, 01045 - Sao Paulo - SP, Brasil Principal Occupation: Chairman and Chief Executive Officer, Anglo American Corporation of South America S. A. (AMSA) (Mining finance) Name: N. Jordan (Secretary) Citizenship: British Business Address: 9 rue Sainte Zithe L-2763 Luxembourg City, Luxembourg Principal Occupation: Secretary, Minorco Name: A. B. Adams (Vice President) Business Address: 9 rue Sainte Zithe L-2763 Luxembourg City, Luxembourg Principal Occupation: Vice President, Financial Planning, Minorco Name: A. R. Attwood (Treasurer) Citizenship: British Business Address: 9 rue Sainte Zithe L-2763 Luxembourg City, Luxembourg Principal Occupation: Treasurer, Minorco Name: D. A. Turner (Controller) Citizenship: British Business Address: 9 rue Sainte Zithe L-2763 Luxembourg City, Luxembourg Principal Occupation: Controller, Minorco Name: M. J. Gordon (Vice President, Corporate Finance) Citizenship: British Business Address: 40 Holborn Viaduct London, England EC1P 1AJ Principal Occupation: Vice President, Corporate Finance, Minorco III. The following table sets forth certain information concerning each of the Executive Directors, Directors, Alternate Directors and other Officers of Anglo American Corporation of South Africa Limited ("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 II E. P. GUSH (Executive Director and Deputy Chairman) SECTION II M. W. KING (Executive Director) SECTION II A. W. LEA (Director) SECTION I N. F. OPPENHEIMER (Deputy Chairman and Executive Director) SECTION II G. W. H. RELLY (Executive Director) SECTION II H. R. SLACK (Director) SECTION I J. OGILVIE THOMPSON (Chairman and Executive Director) SECTION II T. C. A. WADESON (Director) SECTION I G. S. YOUNG (Executive Director) SECTION II Name: P. M. Baum (Alternate Director) Citizenship: South African Business Address: 44 Main Street, Johannesburg, 2001, Republic of South Africa Principal Occupation Alternate Director and Secretary to Executive Committee, AAC Name: W. G. Boustred (Executive Director and Deputy Chairman) 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, Anglo American Industrial Corporation Limited (Industrial holding company) ("Amic") and Director Anglo American Coal Corporation Limited (Coal mining, treatment and marketing company) ("Amcoal") 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: 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: B. E. Bullett (Manager and Alternate Director) Citizenship: British Business Address: 44 Main Street, Johannesburg, 2001, Republic of South Africa Principal Occupation: Manager and Alternate Director, AAC Name: A. H. Calver (Alternate Director and Deputy Technical Director) Citizenship: British Business Address: 44 Main Street, Johannesburg, 2001, Republic of South Africa Principal Occupation: Deputy Technical Director, Engineering Name: J. W. Campbell (Alternate Director) Citizenship: British Business Address: 44 Main Street, Johannesburg, 2001, Republic of South Africa Principal Occupation: Managing Director, De Beers Industrial Diamond Division (Pty) Limited (Diamond trading company) Name: G. A. Chalmers (Group Accountant) Citizenship: South African Business Address: 44 Main Street, Johannesburg, 2001, Republic of South Africa Principal Occupation: Group Accountant, AAC Name: T. N. Chapman (Director) Citizenship: South African Business Address: Great Westerford, Rondebosch, 7700, Republic of South Africa Principal Occupation: Director, Chief Executive and Chairman of The Southern Life Association Limited (Life insurance company) Name: R. M. Crawford (Alternate Director and Manager) Citizenship: South African Business Address: 44 Main Street, Johannesburg, 2001, Republic of South Africa Principal Occupation: Alternate Director and Manager, Diamond Services Division, AAC and Director of De Beers Consolidated Mines Limited ("De Beers") and De Beers Centenary AG ("Centenary") Name: A. D. Deuchar (Executive Director and Deputy Technical Director - Metallurgy) Citizenship: Australian Business Address: 44 Main Street, Johannesburg, 2001, Republic of South Africa Principal Occupation: Executive Director and Deputy Technical Director - Metallurgy, AAC Name: J. F. Drysdale (Alternate Director and Manager) Citizenship: British Business Address: 44 Main Street, Johannesburg, 2001, Republic of South Africa Principal Occupation: Alternate Director and Manager Manpower Resources Division, AAC Name: D. M. L. Farry (Assistant Secretary) Citizenship: South African 44 Main Street, Johannesburg, 2001, Republic of South African Principal Occupation: Assistant Secretary, AAC Name: R. M. Godsell (Executive Director, Industrial Relations and Public Affairs) Citizenship: South African Business Address: 44 Main Street, Johannesburg, 2001, Republic of South Africa Principal Occupation: Executive Director, AAC and Director, Anglo American Gold Investment Company Limited ("Amgold") Amgold Name: R. A. A. Gower (Alternate Director) Citizenship: South African Business Address: CDM Centre, 10 Bulow Street Windhoek, 9000 Namibia Principal Occupation: Alternate Director, AAC Name: R. A. Hambro (Alternate Director) Citizenship: British Business Address: J O Hambro & Company, Ltd. 30 Queen Anne's Gate London SW1H 9AL, England Principal Occupation: Investment Bankers Director, J O Hambro & Company, Limited (Investment banking firm) Name: R. N. Hambro (Director) Citizenship: British Business Address: J O Hambro & Company, Ltd. 30 Queen Anne's Gate London SW1H 9AL, England Principal Occupation: Investment Bankers Director, J O Hambro & Company, Limited (Investment banking firm) Name: J. B. Hawthorne (Alternate Director and Deputy Technical Director, Geology) Citizenship: South African Business Address: 44 Main Street, Johannesburg, 2001, Republic of South Africa Principal Occupation: Deputy Technical Director - Geology, AAC Name: M. J. Henrey (Alternate Director) Citizenship: South African Business Address: 44 Main Street, Johannesburg, 2001, Republic of South Africa Principal Occupation: Secretary and 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: Finance Manager, Financial Management and Consulting Services, AAC Name: J. A. Holmes (Executive Director) Citizenship: British Business Address: 44 Main Street, Johannesburg, 2001, Republic of South Africa Principal Occupation: Executive Director, AAC Name: K. M. Hosking (Alternate Director) Citizenship: South African Business Address: 44 Main Street, Johannesburg, 2001, Republic of South Africa Principal Occupation: Managing Director, Anglo American Farms Limited (Farming company) and Director, Amgold Name: N. J. Keys (Alternate Director) Citizenship: Australian Business Address: 44 Main Street, Johannesburg, 2001, Republic of South Africa Principal Occupation: Projects Director, New Mining Business Division, AAC Name: R. P. Lander (Executive Director) Citizenship: Zimbabwean Business Address: 70 Samora Machel Avenue Harare C.4, Zimbabwe Principal Occupation: Chief Executive, Anglo American Corporation Service Limited (Finance, investment and administration company) 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: Managing Director, Anglo American Property Services (Proprietary) Limited (Property development and administration company); Chairman of Anglo American Properties Limited (Property investment company) Name: C. L. Maltby (Secretary) Citizenship: South African Business Address: 44 Main Street, Johannesburg, 2001, Republic of South Africa Principal Occupation: Secretary, AAC Name: N. Mayer (Alternate Director) Citizenship: South African 44 Main Street, Johannesburg, 2001 Republic of South Africa Principal Occupation: Managing Director, Gold and Uranium Division, AAC Name: A. B. McKerron (Executive Director) Citizenship: South African Business Address: 44 Main Street, Johannesburg, 2001, Republic of South Africa Principal Occupation: Chairman, New Mining Business Division, AAC Name: D. M. J. Ncube (Alternate Director) Citizenship: South African Business Address: 44 Main Street, Johannesburg, 2001, Republic of South Africa Principal Occupation: Alternate Director and Group Industrial Relations Consultant, AAC Name: M. C. O'Dowd (Executive Director) Citizenship: South African Business Address: 44 Main Street, Johannesburg, 2001, Republic of South Africa Principal Occupation: Executive Director, AAC and Chairman of the Chairman's Fund, (Community development and education organization) Name: A. E. Oppenheimer (Director) Citizenship: British Business Address: 17 Charterhouse Street London EC1N 6RA, England Principal Occupation: Director and Deputy Chairman, The Diamond Trading Company (Pty) Limited (Diamond trading company), Director, De Beers and Centenary Name: G. M. Ralfe (Director) Citizenship: South African Business Address: 17 Charterhouse Street London EC1N 6RA, England Principal Occupation: Director, The Diamond Trading Co. (Pty) Limited (Diamond trading company); Director, De Beers Centenary Name: M. A. Ramphele (Director) Citizenship: South African Business Address: University of Cape Town Rondebosch, 7700 Republic of South Africa Principal Occupation: Deputy Vice-Chancellor, University of Cape Town (Academic) Name: D. Rankin (Executive Director) Citizenship: South African Business Address: 44 Main Street, Johannesburg, 2001, Republic of South Africa Principal Occupation: Chairman, Amcoal Name: P. F. Retief (Director) Citizenship: South African Business Address: Consolidated Building, Cor. Fox and Harrison Streets, Johannesburg, 2001, Republic of South Africa rincipal Occupation: Chairman and Director, Johannesburg Consolidated Investment Company Limited (Investment company) and Chairman and Director Rustenburg Platinum Holdings Limited (Platinum mining) Name: R. S. Robertson (Alternate Director) Citizenship: British Business Address: 19 Charterhouse Street London, England EC1N 6QP Principal Occupation: Finance Manager, London Office AAC 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, Standard Bank Investment Corporation Limited (Bank holding company), Director, Amic Name: J. H. Steyn (Director) Citizenship: South African Business Address: 14 Keerom Street, Cape Town, 8001, Republic of South Africa Principal Occupation: Director, Barlow Limited (Industrial holding company); Director, First National Bank Holdings Limited (Bank holding company) Name: C. L. Sunter (Executive Director) Citizenship: British Business Address: 44 Main Street, Johannesburg, 2001, Republic of South Africa Principal Occupation: Chairman and Chief Executive, Gold and Uranium Division, AAC and Director, Amgold Name: D. L. Titlestad (Alternate Director) Citizenship: South African Business Address: 44 Main Street, Johannesburg, 2001, Republic of South Africa Principal Occupation: Manager, Legal services, AAC Name: A. J. Trahar (Executive Director) Citizenship: South African Business Address: 44 Main Street, Johannesburg, 2001, Republic of South Africa Principal Occupation: Director and Deputy Chairman, Amic; Executive Chairman, Mondi Paper Company Limited (Paper manufacturer) Name: K. J. Trueman (Alternate Director) Citizenship: British Business Address: 44 Main Street, Johannesburg, 2001 Republic of South Africa Principal Occupation: Managing Director, Coal Division, AAC and Managing Director, Amcoal Name: D. J. van Jaarsveld (Alternate Director) Citizenship: South African Business Address: 44 Main Street, Johannesburg, 2001, Republic of South Africa Principal Occupation: Consulting Engineer, Diamond Services 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-Marketing, Gold and Uranium Division, AAC and Director, Amgold Name: C. W. P. Yates (Alternate Director) Citizenship: British Business Address: 44 Main Street, Johannesburg, 2001, Republic of South Africa Principal Occupation: Alternate Director and Finance Manager, Corporate and International Finance Department, AAC IV. The following table sets forth certain information concerning each of the Directors and other Officers of Anglo American Gold Investment Company Limited ("Amgold"). The following list sets forth the names of the Chairman and certain Directors of Amgold 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. OPPENHEIMER (Chairman) SECTION II R. M. GODSELL (Director) SECTION III E. P. GUSH (Director) SECTION II L. HEWITT (Director) SECTION III K. M. HOSKING (Director) SECTION III M. W. KING (Director) SECTION II C. L. SUNTER (Director) SECTION III J. OGILVIE THOMPSON (Director) SECTION II K. H. WILLIAMS (Director) SECTION III Name: J. M. P. Desmidt (Director) Citizenship: South African Business Address UAL Merchant Bank Ltd., 100 Main Street, Johannesburg 2001, Republic of South Africa Principal Occupation: Director of Companies, Amgold; Director UAL Merchant Bank Ltd. (Merchant bank) Name: A. B. Dickman (Director) Citizenship: South African Business Address 4, Lystanwold Road, Saxonwold, Johannesburg 2196, Republic of South Africa Principal Occupation: Consultant in private practice V. The following table sets forth certain information concerning each of the Directors and other Officers of De Beers Centenary AG ("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: J. OGILVIE THOMPSON (Director and SECTION II Chairman N. F. OPPENHEIMER (Director and Deputy Chairman SECTION II R. M. CRAWFORD (Director) SECTION III E. P. GUSH (Director) SECTION II A. E. OPPENHEIMER (Director and President) SECTION III G. W. H. RELLY (Director) SECTION II G. M. RALFE (Director) SECTION III Name: J. A. Barbour (Director) Citizenship: British Business Address: 17 Charterhouse Street London EC1N 6RA, England Principal Occupation: Director, De Beers Consolidated Mines Limited ("De Beers") and Director, Centenary Name: G. F. H. Burne (Director) Citizenship: British Business Address: 17 Charterhouse Street London EC1N 6RA, England Principal Occupation: Member of the Executive Committee, The Central Selling Organization 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: G. C. Fletcher (Director) Citizenship: South African Business Address: 44 Main Street, Johannesburg, 2001 Republic of South Africa Director De Beers and Centenary Name: J. C. L. Keswick (Director) Citizenship: British Business Address: 41 Tower Hill London EC3N 4HA, England Principal Occupation: Chairman of Hambro Bank Ltd. Name: L. A. Lincoln (Director) Citizenship: South African Business Address: 44 Main Street, Johannesburg, 2001, Republic of South Africa Principal Occupation: Director, De Beers and 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: H. F. Oppenheimer (Director) Citizenship: South African Business Address: 44 Main Street, Johannesburg 2001, Republic of South Africa Principal Occupation: Director of Companies Name: P. J. Oppenheimer (Director) Citizenship: British Business Address: 17 Charterhouse Street London EC1N 6RA, England Principal Occupation: Executive Chairman, The Diamond Trading Co. (Pty) Ltd. 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 Organization, Name: G. J. Stoneham (Director) Citizenship: Motswana Business Address: Private Bag 008, Gaborone, Botswana, Principal Occupation: Acting Permanent Secretary, Ministry of Finance and Development Planning (Public Service) Botswana VI. The following table sets forth certain information concerning each of the Directors and other Officers of De Beers Consolidated Mines Limited ("De Beers"). The following list sets forth the names of the Chairman and certain Directors of De Beers and the sections of this Annex which sections reference is hereby made: J. OGILVIE THOMPSON (Director and Chairman) SECTION II N. F. OPPENHEIMER (Director and Deputy SECTION II Chairman) J. A. BARBOUR (Director) SECTION V G. F. H. BURNE (Director) SECTION V T. W. H. CAPON (Director) SECTION V R. M. CRAWFORD (Director) SECTION III E. P. GUSH (Director) SECTION II G. C. FLETCHER (Director) SECTION V J. C. L. KESWICK (Director) SECTION V L. A. LINCOLN (Director) SECTION V B. MAROLE (Director) SECTION V A. E. OPPENHEIMER (Director) SECTION III H. F. OPPENHEIMER (Director) SECTION V P. J. OPPENHEIMER (Director) SECTION V J. P. PUDNEY (Director) SECTION V G. M. RALFE (Director) SECTION III G. W. H. RELLY (Director) SECTION II G. J. STONEHAM (Director) SECTION V EX-2 3 EXHIBIT D PUT OPTION AGREEMENT This Put Option Agreement (this "Agreement") is entered into this 8th day of August, 1994, by and between Minorco (U.S.A.) Inc., a Colorado corporation (the "Purchaser"), and Terra Industries Inc., a Maryland corporation (the "Company"). 1. Grant of Option. For the sum of $1.00 and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, including without limitation the benefit to the Purchaser of the Acquisition (defined below), the Purchaser hereby grants to the Company the right to sell to the Purchaser and cause the Purchaser to purchase up to 13,333,333 common shares of the Company without par value ("Common Stock"), on and subject to the terms and conditions contained herein (such right being referred to herein as the "Option"). 2. Exercise of Option. (a) Exercise Price. The exercise price shall be U.S. $7.50 per share of Common Stock (the "Exercise Price"). (b) Exercise Period. The Company may exercise the Option, in whole or in part, at any time after the date hereof to and including October 31, 1994 (the "Exercise Period"). (c) Exercise Notice. (i) The Option shall be exercised by the delivery by the Company of written notice (the "Exercise Notice") of exercise specifying the number of shares of Common Stock as to which the Option is being exercised, the bank account to which the Exercise Price is to be delivered and the time and place of the Option Closing (defined below). Once given, the Exercise Notice shall be irrevocable. (ii) The Exercise Notice shall be delivered to the Purchaser at least three business days (being days, other than Saturdays, Sundays and legal holidays, on which banks are open for business in New York, New York and London, England) prior to the Option Closing. (d) Closing. (i) The closing of the exercise of the Option (the "Option Closing") shall take place at the same time and in the same place, and shall be conditioned upon, the closing (the "Acquisition Closing") of the acquisition by the Company of Agricultural Minerals and Chemicals Inc. (the "Acquisition"). (ii) If the Acquisition Closing does not occur on or before October 31, 1994 (the "Acquisition Closing Deadline"), other than by virtue of the breach of this Agreement by the Purchaser, this Agreement and all of the rights and obligations of the parties hereunder shall be terminated, regardless of whether an Exercise Notice shall have been delivered; provided, however, that the Acquisition Closing Deadline may be extended (but not beyond November 30, 1994) by the Company to the extent that, in the opinion of the Special Committee appointed July 20, 1994 (the "Special Committee") by the Board of Directors of the Company, the Acquisition Closing shall have been delayed by (1) regulatory requirements including, without limitation, review of the Acquisition by antitrust authorities under the Hart-Scott-Rodino Antitrust Improvements Act and review by the Securities and Exchange Commission of the Company's proxy statement relating to the Acquisition and the issuance of Common Stock to the Purchaser hereunder or (2) litigation relating to the Acquisition or the financing thereof. (iii) At the time of the Option Closing, the Purchaser shall deliver by wire transfer to the bank account specified by the Company in the Exercise Notice an amount in New York Clearinghouse funds equal to the number of shares of Common Stock purchased in the exercise multiplied by the Exercise Price and the Company shall deliver the certificates for such shares to the Purchaser, together with a legal opinion to the effects specified in paragraph (e) below. (e) Valid Issuance, etc. The Company hereby represents and warrants to the Purchaser that each share of Common Stock issued upon exercise of the Option will, upon payment of the Exercise Price therefor, be validly issued, fully paid and nonassessable and free from all liens and charges with respect to issuance thereof and shall be listed for trading on the New York Stock Exchange. (f) Adjustment of Exercise Price and Number of Shares. In order to prevent dilution of the rights of the parties, the Exercise Price and the number of shares of Common Stock which may be sold upon exercise of the Option shall be equitably adjusted in accordance with the joint instructions of the Special Committee and the Purchaser in the event of any stock split, stock dividend, combination of shares or other change in the equity capital of the Company which would affect such rights. 3. Representations of The Purchaser. The Purchaser hereby represents and warrants to the Company that: (a) Due Authorization, etc. This agreement has been duly authorized, executed and delivered by the Purchaser and the execution, delivery and performance of this Agreement does not and will not violate or conflict with the governing corporate documents of the Purchaser or any agreement, indenture or other instrument or law, regulation, order, decree or judgment applicable to the Purchaser or by which its properties are bound. (b) Reliance by Company for Acquisition. The Purchaser recognizes that, in reliance on this Agreement and the Option, the Company is entering into a Merger Agreement pursuant to which the Company will be obligated to consummate the Acquisition without any right to avoid its obligation to consummate the Acquisition if the Purchaser were to fail to perform its obligations hereunder. The Purchaser understands that the Company is under no obligation to exercise the Option, even if the Acquisition is consummated. (c) No Registration, etc. The Purchaser understands that (i) the Common Stock which may be issued hereunder has not been registered under the United States Securities Act of 1933 or under any other securities laws, (ii) such Common Stock may not be resold by the Purchaser in the United States or to any citizen thereof without registration or an applicable exemption therefrom, (iii) the Company is under no obligation to cause such registration to be made, (iv) the Company may require an opinion of counsel satisfactory to it as to compliance with applicable securities laws as a condition to any transfer by the Purchaser (other than to its affiliates) of such Common Stock, and (v) the certificates for such Common Stock may bear legends with respect to the foregoing. 4. Representation and Covenant of the Company. (a) The Company hereby represents and warrants to the Purchaser that this Agreement has been duly authorized, executed and delivered by the Company and the execution delivery and performance of this Agreement does not and will not violate or conflict with the governing corporate documents of the Company or any agreement, indenture or other instrument or law, regulation, order, decree or judgment applicable to the Company or by which its properties are bound. (b) If the Company does not exercise the Option, it will not sell Common Stock for purposes of financing the Acquisition to anyone other than the Purchaser at a price which would result in net proceeds to the Company of less than $7.50 per share. 5. General Provisions. (a) Governing Law. This Agreement shall be governed by and construed in accordance with the laws (excluding principles of conflicts of laws) of the State of New York, United States of America. (b) Notices. All notices given under or with respect to this Agreement shall be in writing and shall be deemed to have been effectively given when actually delivered to the addressee or, if delivered by facsimile, at 5:00 p.m. in the place of receipt on the next business day following receipt by the sender of confirmation of receipt at the addressee's premises. All notices shall be sent to the following addresses or such other addresses of which proper notice is given. The Purchaser: Minorco (U.S.A.) Inc. Ben L. Keisler, Esquire One DTC 5251 DTC Parkway, Suite 700 Englewood, Colorado 80111 303/889-0707 The Company: Terra Industries Inc. Attention: George H. Valentine, Esquire Terra Centre 600 Fourth Street Sioux City, Iowa, USA 51101 712/279-8719 (c) Amendment and Waiver. This Agreement may only be amended and the provisions thereof may only be waived by a written instrument executed by the party or parties to be bound. (d) Assignment. Neither party may assign its rights or obligations hereunder without the written consent of the other party. Notwithstanding the foregoing, Purchaser may assign its rights and responsibilities hereunder to Inkerman Investments Limited, a British Virgin Island corporation, which is the sole shareholder of the Purchaser, without the consent of the Company, provided, that such assignment shall not relieve Purchaser of its obligation to pay the aggregate Exercise Price pursuant to Section 2(d)(iii) hereof at the Option Closing. IN WITNESS WHEREOF, the parties have executed this instrument under their respective seals as of the date first written above. MINORCO (U.S.A.) INC. (Seal) By: s/Ben L. Keisler Its: Vice President, General Counsel and Secretary TERRA INDUSTRIES INC. (Seal) By: s/B. M. Joyce Its: President and Chief Executive Officer EX-3 4 EXHIBIT E MINORCO VOTING AGREEMENT dated as of August 8, 1994 (this "Agreement"), among AGRICULTURAL MINERALS AND CHEMICALS INC., a Delaware corporation (the "Company"),TERRA INDUSTRIES INC., a Maryland corporation ("Parent"), and MINORCO (U.S.A.) INC., a Colorado corporation (the "Stockholder"). WHEREAS, Parent and AMCI Acquisition Corporation, a Delaware corporation ("Parent Sub") and a wholly owned subsidiary of Parent, propose to enter into a Merger Agreement dated as of the date hereof (the "Merger Agreement"), with the Company, which provides, among other things, that Parent Sub will merge with and into the Company pursuant to the Merger Agreement; WHEREAS, as of the date hereof, the Stockholder owns 37,160,725 Common Shares, without par value, of Parent ("Parent Common Shares"); and WHEREAS, as a condition to the willingness of the Company to enter into the Merger Agreement, the Company has requested that the Stockholder agree, and in order to induce the Company to enter into the Merger Agreement, the Stockholder has agreed, to enter into this Agreement with respect to all the Parent Common Shares now owned and which may hereafter be acquired by the Stockholder (the "Shares") and any other securities, if any, which the Stockholder is entitled to vote at any meeting of stockholders of the Parent (the "Other Securities"). NOW, THEREFORE, in consideration of the foregoing and the mutual covenants and agreements contained herein, the parties hereto agree as follows (terms used but not defined herein shall have the meaning assigned to them in the Merger Agreement): 1. Voting Agreement. The Stockholder hereby agrees that, so long as this Agreement shall remain in effect, at any meeting of the shareholders of Parent, however called, and in any action by consent of the stockholders of Parent, the Stockholder shall vote the Shares and the Other Securities in favor of approval of the issuance of Parent Common Shares pursuant to the MNO Stock Put Agreement (as such term is defined in the Merger Agreement). 2. Representations and Warranties. The Stockholder hereby represents and warrants to the Company as follows: (a) the Stockholder has all necessary power and authority to execute and deliver this Agreement and the MNO Stock Put Agreement, to perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby; this Agreement and the MNO Stock Put Agreement have been duly executed and delivered by the Stockholder and constitute legal, valid and binding obligations of such Stockholder, enforceable against such Stockholder in accordance with their respective terms; (b) (i) the execution and delivery of this Agreement and the MNO Stock Put Agreement by the Stockholder do not, and the performance of this Agreement and the MNO Stock Put Agreement by the Stockholder will not (A) conflict with or violate any Laws applicable to the Stockholder or by which the Shares or the Other Securities owned by such Stockholder are bound or affected or (B) result in any breach of or constitute a default (or an event that with notice or lapse of time or both would become a default) under, or give to others any rights of termination, amendment, acceleration or cancelation of, or result in the creation of a lien or encumbrance on any of the Shares or the Other Securities owned by the Stockholder pursuant to, any note, bond, mortgage, indenture, contract, agreement, lease, license, permit, franchise or other instrument or obligation to which such Stockholder is a party or by which such Stockholder or the Shares or Other Securities owned by the Stockholder are bound or affected; (c) the execution and delivery of this Agreement and the MNO Stock Put Agreement by the Stockholder do not, and the performance of this Agreement and the MNO Stock Put Agreement by the Stockholder will not, require any consent, approval, authorization or permit of, or filing with or notification to, any Governmental Entity, except for applicable requirements, if any, of the Securities Exchange Act of 1934, as amended, or the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended; and (d) as of the date hereof, the Stockholder is the record and beneficial owner of not less than 37,160,725 Parent Common Shares. Such Shares owned by the Stockholder are owned free and clear of all security interests, liens, claims, pledges, options, rights of first refusal, agreements, limitations on the Stockholder's voting rights, charges and other encumbrances of any nature whatsoever. The Stockholder has not appointed or granted any proxy, which appointment or grant is still effective, with respect to the Shares or Other Securities owned by the Stockholder. 3. Disposition or Encumbrance of Shares. The Stockholder hereby covenants and agrees that, during the term of this Agreement, the Stockholder shall not sell, transfer, tender, assign, hypothecate or otherwise dispose of, grant a proxy or power of attorney with respect to, or create or permit to exist any security interest, lien, claim, pledge, option, right of first refusal, agreement, limitation on the Stockholder's voting rights, charge or other encumbrance of any nature whatsoever with respect to, the Shares, unless, in any such case, such transferee, attorney-in-fact, mortgagee or other person who shall so succeed to an interest in the Shares shall agree in writing to be bound by the terms of this Agreement. 4. Termination. This Agreement shall terminate upon the earlier to occur of the consummation of the Merger and the termination of the Merger Agreement in accordance with its terms (other than as a direct or indirect result of the failure of the Stockholder to perform its obligations hereunder). 5. Miscellaneous. (a) Parent, the Stockholder and the Company will execute and deliver all such further documents and instruments and take all such further action as may be necessary in order to accomplish the purposes of this Agreement. (b) The parties hereto agree that irreparable damage would occur in the event any provision of this Agreement was not performed in accordance with the terms hereof and that the parties shall be entitled to specific performance of the terms hereof, in addition to any other remedy at law or in equity. (c) This Agreement constitutes the entire agreement among Parent, the Stockholder and the Company with respect to the subject matter hereof and supersedes all prior agreements and understandings, both written and oral, among Parent, the Stockholder and the Company with respect to the subject matter hereof. (d) This Agreement may not be amended except by an instrument in writing signed by the parties hereto. (e) If any term or other provision of this Agreement is invalid, illegal or incapable of being enforced by any rule of law, or public policy, all other conditions and provisions of this Agreement shall nevertheless remain in full force and effect so long as the economic or legal substance of this Agreement is not affected in any manner materially adverse to any party. Upon such determination that any term or other provision is invalid, illegal or incapable of being enforced, the parties hereto shall negotiate in good faith to modify this Agreement so as to effect the original intent of the parties as closely as possible in a mutually acceptable manner in order that the terms of this Agreement remain as originally contemplated to the fullest extent possible. (f) This Agreement shall be governed by, and construed in accordance with, the laws of the State of Delaware applicable to contracts executed in and to be performed in that State. IN WITNESS WHEREOF, Parent, the Stockholder and the Company have duly executed this Agreement as of the date first above written. MINORCO (U.S.A.) INC. By: s/Ben L. Keisler Name: Ben L. Keisler Title: Vice President, General Counsel and Secretary TERRA INDUSTRIES INC. By: s/B. M. Joyce Name: Burton M. Joyce Title: President and Chief Executive Officer AGRICULTURAL MINERALS AND CHEMICALS INC. By: s/Robert B. Gwyn Name: Robert B. Gwyn Title: President and Chief Executive Officer -----END PRIVACY-ENHANCED MESSAGE-----