-----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, GfiS5QPfV8WUaBTYqeI3oPMgL0IonAMt2c7aWCcpkEQsVGiMXbpeo2tfNIJDfYA/ nf3oYA2LvtdL0PrWiMCCzg== 0000915070-94-000011.txt : 19940929 0000915070-94-000011.hdr.sgml : 19940929 ACCESSION NUMBER: 0000915070-94-000011 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 19940928 SROS: NYSE 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: 94550546 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. 11 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) September 27, 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: ___ PAGE CUSIP 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 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 PAGE 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 PAGE Item 1. Security and Issuer This Amendment No. 11 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 Industries Inc. ("Terra"), a Maryland corporation, Terra Centre, 600 Fourth Street, Sioux City, Iowa 51101. Item 3. Source and Amount of Funds or Other Consideration Item 3 is hereby amended by the addition of the following paragraph: "Minorco USA or any related company purchasing Terra Common Shares in the proposed transaction set forth in Item 4 will obtain any necessary funds through debt or equity financing from Minorco or a subsidiary of Minorco." Item 4. Purpose of Transaction Item 4 is hereby amended by the addition of the following paragraph: "As previously disclosed, Terra and Minorco USA entered into a Put Option Agreement, dated August 8, 1994, under which Terra has the right to require Minorco USA to purchase up to 13,333,333 Terra Common Shares at a price of $7.50 per share in order to finance a portion of the acquisition price for Agricultural Minerals and Chemicals Inc. As a result of the recent increase in the price of Terra Common Shares, Terra has advised Minorco USA that it is exploring alternatives to exercising this right. In connection therewith, Terra's board of directors, with the participation of the directors who are officers or directors of Minorco USA, have approved the filing of a registration statement for the public offering of 9,000,000 Terra Common Shares, exclusive of the underwriters' over-allotment option (the "Offering")." "In order to provide greater assurance that the Offering will be completed promptly and at a price satisfactory to Terra, and to maintain Minorco's current proportionate beneficial ownership interest in Terra, Minorco USA has entered into an agreement with S.G. Warburg & Co. Inc., the lead underwriter for the Offering, under which Minorco USA has agreed to purchase from the underwriters approximately 53% of the Offering, plus a similar percentage of any portion of the over-allotment option exercised by the underwriters. The purchase will be made at a price equal to the offering price to the public, less the underwriting discount received by the underwriters. This agreement has been PAGE negotiated directly between the underwriters and representatives of Minorco USA. The agreement is subject to the execution of an underwriting agreement between Terra and the underwriters, and Minorco USA has the right to assign its rights and obligations under the agreement with S.G. Warburg & Co. Inc. to any wholly owned subsidiary of Minorco." Item 6. Contracts, Arrangements, Undertakings or Relationships with Respect to Securities of the Issuer Item 6 is hereby amended by the addition of the following paragraph: "Minorco USA executed a Put Option Agreement on August 8, 1994 with Terra wherein Minorco USA agreed to purchase up to $100,000,000 of Terra Common Shares at Terra's option at the price of $7.50 per share at any time prior to October 31, 1994 in order to finance a portion of the acquisition price for Agricultural Minerals and Chemicals Inc." "Minorco USA executed a letter agreement dated September 27, 1994 with S.G. Warburg & Co. Inc., which is described in more detail in Item 4 of this Amendment and is filed as Exhibit A hereto." Item 7. Material to be Filed as Exhibits Exhibit A Letter Agreement between S.G. Warburg & Co. Inc. and Minorco (U.S.A.) Inc. dated September 27, 1994. PAGE 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 September 27, 1994 PAGE 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 September 27, 1994 EX-99 2 Exhibit A MINORCO (U.S.A.) INC. 5251 DTC Parkway Suite 700 Englewood, CO 80111 September 27, 1994 S.G. Warburg & Co. Inc. 787 Seventh Avenue New York, NY 10019 Dear Sirs: Terra Industries Inc., a Maryland corporation ("Terra"), has filed with the Securities and Exchange Commission a registration statement Form S-3 under the Securities Act of 1933, relating to the offering (the "Offering") of 10,350,000 shares of its common shares, no par value (the "Common Shares"), for which Offering you would act as the representative for the several underwriters. You have delivered to us a copy of said registration statement and the preliminary prospectus contained therein. This letter will confirm that we agree to purchase from the underwriters that number of Common Shares equal to 53% of any Common Shares purchased by the underwriters pursuant to the Offering (including any Common Shares purchased pursuant to the underwriters' over-allotment option), at a purchase price equal to the price to the public less any underwriting discount, on the closing date of the Offering (and with respect to any Common Shares purchased pursuant to the underwriters' over-allotment option, any subsequent closing date related thereto) subject only to the closing of the Offering and the purchase of said Common Shares by the Underwriters from the Company. We may assign our right and obligation to purchase the Common Shares hereunder to any company that is a direct or indirect wholly owned subsidiary of Minorco S.A., a company incorporated under the laws of Luxembourg; provided that such assignment shall not relieve us of our obligation to purchase such Common Shares if the assignee fails to perform such obligation. PAGE S.G. Warburg & Co. Inc. September 27, 1994 Page 2 If the foregoing correctly reflects your understanding and agreement, please execute a copy of this letter in the space provided below and telecopy it to Minorco (U.S.A.) Inc. at the address indicated above, telecopy number (303) 889-0707, Attention: Ben L. Keisler. Very truly yours, MINORCO (U.S.A.) INC. s/Ben L. Keisler Ben L. Keisler Vice President, General Counsel and Secretary Confirmed and agreed to as of the date first above written. S.G. WARBURG & CO. INC. By: s/Ralph Eads Managing Director -----END PRIVACY-ENHANCED MESSAGE-----