-----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, TNUUZogpt5N+dX6xPbb8fYAmW5Xmhi7NYDfoX4YrMdxoeQGQJTZ1PsHtuE3jwYuj nPLtpeqby0DGY8TjdoV93A== 0000915070-94-000013.txt : 19941028 0000915070-94-000013.hdr.sgml : 19941028 ACCESSION NUMBER: 0000915070-94-000013 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 6 FILED AS OF DATE: 19941027 SROS: NYSE GROUP MEMBERS: MINORCO GROUP MEMBERS: MINORCO USA INC GROUP MEMBERS: TAURUS INVESTMENTS S.A. 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: 94555543 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. 12 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 Taurus Investments S.A. Suite 700 9 Rue Sainte Zithe Englewood, CO 80111 Luxembourg City, Telephone: (303) 889-0700 Luxembourg Telephone: (352) 404-1101 (Name, Address and Telephone Number of Persons Authorized to Receive Notices and Communications on Behalf of Bidder) October 20, 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: __ 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) 46.11% (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 By subsidiary-5,400,000 Common Shares (8) Shared Voting Power (9) Sole Dispositive Power By subsidiary-37,160,725 Common Shares By subsidiary-5,400,000 Common Shares (10) Shared Dispositive Power (11) Aggregate Amount Beneficially Owned by Each Reporting Person 42,560,725 Common Shares (12) __ Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) (13) Percent of Class Represented by Amount in Row (11) 52.81% (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 Taurus Investments S.A. (2) Check the Appropriate Box if a Member of a Group (See Instructions) __ (a) __ (b) (3) SEC Use Only (4) Source of Funds (See Instructions) AF (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 5,400,000 Common Shares (8) Shared Voting Power (9) Sole Dispositive Power 5,400,000 Common Shares (10) Shared Dispositive Power (11) Aggregate Amount Beneficially Owned by Each Reporting Person 5,400,000 Common Shares (12) __ Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) (13) Percent of Class Represented by Amount in Row (11) 6.7% (14) Type of Reporting Person (See Instructions) CO Item 1. Security and Issuer This Amendment No. 12 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 2. Identity and Background Item 2 is hereby amended by the deletion of Paragraph 1 and the insertion of the following paragraph: "This statement is being filed on behalf of Minorco, a company incorporated under the laws of Luxembourg ("Minorco"), Minorco (U.S.A.) Inc. ("Minorco USA"), a Colorado corporation, and Taurus Investments S.A. ("Taurus"), a company organized under the laws of Luxembourg, the latter two of which are subsidiaries of Minorco, with respect to the common shares, no par value, of Terra which are beneficially owned by Minorco, Minorco USA and Taurus. Minorco's and Taurus' 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. Item 2 is further amended by the deletion of Paragraphs 9, 11, 12 and 13 and the insertion of the following paragraphs: "The names of the directors and executive officers of Minorco USA, Minorco, Taurus, AAC, De Beers, Centenary and Amgold are set forth in Annex A." "The citizenship, business address, present principal occupation or employment, and the name, principal business and address of any corporation or other organization in which such employment is conducted, of each of the directors and executive officers of each of Minorco USA, Minorco, Taurus, AAC, De Beers, Centenary and Amgold are set forth in Annex A." "During the last five years, neither (1) any of Minorco USA, Minorco, Taurus, AAC, De Beers, Centenary, Amgold nor (2) to the best knowledge of Minorco USA, Minorco or Taurus, any of the directors or executive officers of Minorco USA, Minorco, Taurus, 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, Taurus, AAC, De Beers, Centenary, Amgold (2) to the best knowledge of Minorco USA, Minorco or Taurus, any of the directors or executive officers of Minorco USA, Minorco, Taurus, 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 Item 3 is hereby amended by the addition of the following paragraph: "The source of funds used by Taurus for the acquisition of Terra Common Shares was Minorco." Item 4. Purpose of Transaction Item 4 is amended by the addition of the following paragraphs: "In response to changing market conditions, on October 12, 1994, Minorco USA and S.G. Warburg & Co. Inc. entered into an amended and restated agreement under which Minorco USA agreed to purchase 5,400,000 Terra Common Shares sold pursuant to the registration statement for the public offering filed by Terra at a price equal to the offering price to the public, less the underwriting discount received by the underwriters. S.G. Warburg & Co. Inc. was the lead underwriter for the offering. Minorco USA made no commitment to purchase any portion of the underwriters' over-allotment option. The agreement was subject to the execution of an underwriting agreement between Terra and the underwriters, and Minorco USA had the right to assign its rights and obligations under the agreement with S.G. Warburg & Co. Inc. to any wholly owned subsidiary of Minorco. Minorco USA subsequently assigned its rights and obligations under this agreement to Taurus." "On October 20, 1994, Terra completed the offering and Taurus purchased 5,400,000 common shares of Terra at a price of $11.72 per share, for total consideration of $63,288,000. Subsequently, Terra completed the acquisition of Agricultural Minerals and Chemicals, Inc. using, in part, proceeds from the public offering." Item 5. Interest in Securities of the Issuer Item 5 is hereby amended in its entirety to read as follows: (a) Except as referred to in Item 2 hereof and as set forth below, neither Minorco USA, Minorco, Taurus, AAC, De Beers, Centenary, Amgold nor, to the best of Minorco USA, Minorco's or Taurus' knowledge, any of the executive officers or directors of Minorco USA, Minorco, Taurus, 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 8,826* (1) H. R. Slack Common 250* David E. Fisher Common 250* Edward G. Beimfohr Common 5,000* Ben L. Keisler Common 4,885* John J. Ellis Common 3,788* _________________ (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 the outstanding common stock. As of the date hereof, Minorco USA, Minorco and Taurus are deemed to beneficially own 42,560,725 shares of Terra Common Stock or 52.81% of the total number of outstanding shares of common stock of Terra as reported to Minorco, Minorco USA and Taurus by Terra. (b) Minorco USA has sole voting and dispositive power with respect to 37,160,725 Terra Common Shares or 46.11%. Taurus has sole voting and dispositive power with respect to 5,400,000 Terra Common Shares or 6.7%. Minorco, and the group beneficially own 42,560,725 Terra Common Shares or 52.81% of the outstanding shares. Messrs. Beimfohr, Ellis, Fisher, Keisler, Lea, Richards, 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, and 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. (c) On October 20, 1994, Taurus purchased from S.G. Warburg & Co. Inc., as the lead underwriter in a public offering by Terra, 5,400,000 Terra Common Shares at a price of $11.72 per share. Also on that date, the put option, dated August 8, 1994, given by Minorco USA to Terra, under which Terra had the right to require Minorco USA to purchase up to 13,333,333 Terra Common Shares at a price of $7.50 per share, expired unexercised. (d) Not applicable. (e) Not applicable. Item 6. Contracts, Arrangements, Undertakings or Relationships with Respect to Securities of the Issuer. Item 6 is hereby amended by the deletion of Paragraph 1 and the insertion of the following paragraph: "Except as stated below, neither Minorco USA, Minorco, Taurus, AAC, De Beers, Centenary, Amgold nor any of their officers and directors has any contract or arrangement with respect to any Terra Common Shares." Item 6 is further amended by the addition of the following paragraphs: "The Put Option Agreement dated August 8, 1994, given by Minorco USA to Terra, under which Terra had the right to require Minorco USA to purchase up to 13,333,333 Terra Common Shares at a price of $7.50 per share, expired unexercised." "With respect to the transaction described in Item 4, on October 12, 1994, Minorco USA and S. G. Warburg & Co. Inc. entered into an amended and restated agreement under which Minorco USA agreed to purchase 5,400,000 Terra Common Shares sold pursuant to the registration statement for the public offering filed by Terra at a price equal to the offering price to the public, less the underwriting discount received by the underwriters. An Assignment was executed on October 12, 1994 between Minorco USA and Taurus, assigning Minorco USA's rights and obligations to purchase 5,400,000 Terra Common Shares to Taurus. Both Minorco USA and Taurus executed agreements dated October 13, 1994 relating to Minorco USA's and Taurus' agreement not to sell their Terra Common Shares for a period of 90 days after the date of the Prospectus used in connection with the Public Offering." Item 7. Material to be Filed as Exhibits Exhibit E Amended and Restated Agreement between Minorco (U.S.A.) Inc. and S.G. Warburg & Co.Inc dated October 12, 1994 Exhibit F Agreement dated October 13, 1994 between S.G. Warburg & Co. Inc. and Taurus Investments S.A. Exhibit G Agreement dated October 13, 1994 between S.G. Warburg & Co. Inc. and Minorco (U.S.A.) Inc. Exhibit H Assignment dated October 12, 1994 between Minorco (U.S.A.) Inc. and Taurus Investments S.A. 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 October 27, 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 October 27, 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. TAURUS INVESTMENTS S.A. By: s/N. Jordan N. Jordan Secretary October 27, 1994 EX-99 2 ANNEX "A" TO SCHEDULE 13D FILED BY MINORCO (U.S.A.) INC., MINORCO AND TAURUS INVESTMENTS S.A. 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 and Chief Executive Officer, Zephyr Management Inc. 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: John J. Ellis (Director) Citizenship: Canadian Business Address: 5251 DTC Parkway, Suite 700 Englewood, CO 80111 Principal Occupation: Chairman and Chief Executive Officer, Independence Mining Company Inc. Name: D. E. Fisher (Director) Citizenship: British Business Address: 9 rue Sainte Zithe L-2763 Luxembourg City Luxembourg Principal Occupation: Finance Director, Minorco PAGE 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: Group Technical Director, AAC 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 PAGE Name: B. L. Keisler (Vice President, General Counsel and Secretary) Minorco USA Citizenship: United States of America Business Address: 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 PAGE 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 (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, 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: P. C. D. Burnell (Director) Citizenship: British Business Address: 40 Holborn Viaduct London, England EC1P 1AJ Principal Occupation: Executive Director, Minorco PAGE 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) Citizenship: South African 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 PAGE 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) Citizenship: British Business Address: 9 rue Sainte Zithe L-2763 Luxembourg City, Luxembourg Principal Occupation: Vice President, Financial Planning, Minorco PAGE 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 PAGE III. The following table sets forth certain information concerning each of the Executive Directors, Directors, Alternate Directors and other Officers of Taurus Investments S.A. ("Taurus"). The following list sets forth the names of certain Executive Directors, Directors, Alternate Directors and Officers of Taurus 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 I A. B. Adams (Director) SECTION II D. A. Turner (Director) SECTION II N. Jordan (Director and Secretary) SECTION II PAGE IV. 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 (Group Technical SECTION I Director) 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") PAGE 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) PAGE 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 Business Address: 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 PAGE 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 PAGE 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 Business Address: 44 Main Street, Johannesburg, 2001 Republic of South Africa Principal Occupation: Managing Director, Gold and Uranium Division, AAc PAGE 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) PAGE 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 Principal 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) PAGE 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 PAGE 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 PAGE V. 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 IV E. P. GUSH (Director) SECTION II L. HEWITT (Director) SECTION IV K. M. HOSKING (Director) SECTION IV M. W. KING (Director) SECTION II C. L. SUNTER (Director) SECTION IV J. OGILVIE THOMPSON (Director) SECTION II K. H. WILLIAMS (Director) SECTION IV 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 PAGE VI. 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 IV E. P. GUSH (Director) SECTION II A. E. OPPENHEIMER (Director and President) SECTION IV G. W. H. RELLY (Director) SECTION II G. M. RALFE (Director) SECTION IV 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, England EC1N 6RA 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 Principal Occupation: Director De Beers and Centenary PAGE Name: J. C. L. Keswick (Director) Citizenship: British Business Address: 41 Tower Hill London, England EC3N 4HA 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 PAGE VII. 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 VI G. F. H. BURNE (Director) SECTION VI T. W. H. CAPON (Director) SECTION VI R. M. CRAWFORD (Director) SECTION IV E. P. GUSH (Director) SECTION II G. C. FLETCHER (Director) SECTION VI J. C. L. KESWICK (Director) SECTION VI L. A. LINCOLN (Director) SECTION VI B. MAROLE (Director) SECTION VI A. E. OPPENHEIMER (Director) SECTION IV H. F. OPPENHEIMER (Director) SECTION VI P. J. OPPENHEIMER (Director) SECTION VI J. P. PUDNEY (Director) SECTION VI G. M. RALFE (Director) SECTION IV G. W. H. RELLY (Director) SECTION II G. J. STONEHAM (Director) SECTION VI EX-99 3 Exhibit E October 12, 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 5,400,000 Common Shares at a purchase price equal to the price to the public less any underwriting discount, on the closing date of the Offering 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. S.G. Warburg & Co. Inc. October 12, 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 Name: Ben L. Keisler Title: Vice President, General Counsel and Secretary Confirmed and agreed to as of the date first above written S.G. WARBURG & CO. INC. By: s/s Name: Title: EX-99 4 Exhibit F October 13, 1994 S.G. WARBURG & CO. INC. As Representative of the several Underwriters 787 Seventh Avenue New York, NY 10014 Dear Sirs: The undersigned understands that S.G. Warburg & Co. Inc. as the representative (the "Representative") of the several underwriters (the "Underwriters"), proposes to enter into an Underwriting Agreement with Terra Industries Inc. (the "Company"), providing for the public offering by the Underwriters, including the Representative, of the Common Shares (the "Common Shares") of the Company (the "Public Offering"). In consideration of the Underwriters' agreement to purchase and undertake the Public Offering of the Company's Common Shares, and for other good and valuable consideration the receipt of which is hereby acknowledged, the undersigned agrees that, without the prior written consent of the Representative, the undersigned will not offer, sell, contract to sell, any of the Company's Common Shares or any securities convertible into or exercisable or exchangeable for such Common Shares for a period of 90 days after the date of the Prospectus to be used in connection with the Public Offering. Notwithstanding the foregoing, during such period, Taurus Investments SA may transfer Common Shares to its affiliates. The undersigned understands that the Company, the Underwriters and the Representative will proceed with the Public Offering in reliance upon this Lock-Up Agreement. The undersigned hereby represents and warrants that the undersigned has full power and authority to enter into this letter agreement, and that, upon the reasonable request of the Representative the undersigned will execute any additional documents necessary in connection with the enforcement hereof. All authority herein conferred or agreed to be conferred shall survive the death or incapacity of the S.G. WARBURG & CO. INC. As Representative of the several Underwriters October 13, 1994 Page 2 undersigned and any obligations of the undersigned shall be binding upon the heirs, personal representatives, successors, and assigns of the undersigned. Very truly yours, TAURUS INVESTMENTS SA s/David E. Fisher Name: David E. Fisher Title: Director Total number of shares owned or subject to warrants, options or convertible securities: 5,400,000 EX-99 5 Exhibit G October 13, 1994 S.G. WARBURG & CO. INC. As Representative of the several Underwriters 787 Seventh Avenue New York, NY 10014 Dear Sirs: The undersigned understands that S.G. Warburg & Co. Inc. as the representative (the "Representative") of the several underwriters (the "Underwriters"), proposes to enter into an Underwriting Agreement with Terra Industries Inc. (the "Company"), providing for the public offering by the Underwriters, including the Representative, of the Common Shares (the "Common Shares") of the Company (the "Public Offering"). In consideration of the Underwriters' agreement to purchase and undertake the Public Offering of the Company's Common Shares, and for other good and valuable consideration the receipt of which is hereby acknowledged, the undersigned agrees that, without the prior written consent of the Representative, the undersigned will not offer, sell, contract to sell, any of the Company's Common Shares or any securities convertible into or exercisable or exchangeable for such Common Shares for a period of 90 days after the date of the Prospectus to be used in connection with the Public Offering. Notwithstanding the foregoing, during such period, Minorco (U.S.A.) Inc. may transfer Common Shares to its affiliates. The undersigned understands that the Company, the Underwriters and the Representative will proceed with the Public Offering in reliance upon this Lock-Up Agreement. The undersigned hereby represents and warrants that the undersigned has full power and authority to enter into this letter agreement, and that, upon the reasonable request of the Representative the undersigned will execute any additional documents necessary in connection with the enforcement hereof. All authority herein conferred or agreed to be conferred shall survive the death or incapacity of the undersigned and any obligations of the undersigned shall be binding upon the S.G. WARBURG & CO. INC. As Representative of the several Underwriters October 13, 1994 Page 2 heirs, personal representatives, successors, and assigns of the undersigned. Very truly yours, MINORCO (U.S.A.) INC. s/Ben L. Keisler Name: Ben L. Keisler Title: Vice President, General Counsel and Secretary Total number of shares owned or subject to warrants, options or convertible securities: 37,160,725 EX-99 6 Exhibit H October 12, 1994 S.G. WARBURG & CO. INC. As Representative of the several Underwriters 787 Seventh Avenue New York, NY 10014 Dear Sirs: You and we are parties to a letter agreement, dated October 12, 1994, under which we have agreed to purchase from and you have agreed to sell to us 5,400,000 common shares of Terra Industries Inc., a Maryland corporation. Please be advised that we have assigned to Taurus Investments SA, a company organized under the laws of Luxembourg and a wholly owned subsidiary of Minorco, our rights and obligations to purchase such shares under the letter agreement. Very truly yours, MINORCO (U.S.A.) INC. s/Ben L. Keisler Ben L. Keisler Vice President, General Counsel and Secretary -----END PRIVACY-ENHANCED MESSAGE-----