-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, SkgBGvqhH2OpziJWMbOq5fiPMcrqjPGfZSugP5NCoEf4e7qrRok8kfOsjVkg4LYL u+z0AjRDKTRF5M4ni3F/TQ== 0000950123-96-005301.txt : 19961002 0000950123-96-005301.hdr.sgml : 19961002 ACCESSION NUMBER: 0000950123-96-005301 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 4 FILED AS OF DATE: 19961001 SROS: NONE GROUP MEMBERS: MINORCO GROUP MEMBERS: MINORCO USA INC GROUP MEMBERS: TAURUS INTERNATIONAL S.A. GROUP MEMBERS: TAURUS INVESTMENTS S.A. SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: TERRA INDUSTRIES INC CENTRAL INDEX KEY: 0000722079 STANDARD INDUSTRIAL CLASSIFICATION: WHOLESALE-MISCELLANEOUS NONDURABLE GOODS [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: 96637678 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: UNKNOWN SIC - 0000 [0000] IRS NUMBER: 841137980 STATE OF INCORPORATION: CO FISCAL YEAR END: 0630 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 30 ROCKEFELLER PLZ STREET 2: STE 4212 CITY: NEW YORK STATE: NY ZIP: 10112 MAIL ADDRESS: STREET 1: 30 ROCKEFELLER PLZ STREET 2: STE 4212 CITY: NEW YORK STATE: NY ZIP: 10112 SC 13D/A 1 AMEND. #13: SUB.=TERRA IND./FILER=MINORCO(USA)INC. 1 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ------------------ Amendment No. 13 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) - -------------------------------------------------------------------------------- B. Keisler N. Jordan Vice President, General Secretary Counsel and Secretary Minorco 30 Rockefeller Plaza Taurus International S.A. Suite 4212 Taurus Investments S.A. New York, NY 10112 9 Rue Sainte Zithe Luxembourg City, Telephone: (212) 332-3633 Luxembourg Telephone: (352) 404-1101 - -------------------------------------------------------------------------------- (Name, Address and Telephone Number of Persons Authorized to Receive Notices and Communications on Behalf of Bidder) September 23, 1996 (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: / / 2 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 0 Common Shares ----------------------------------------------------- - -------------------------------------------------------------------------------- (8) Shared Voting Power --------------------------------------------------- - -------------------------------------------------------------------------------- (9) Sole Dispositive Power 0 Common Shares ------------------------------------------------ - -------------------------------------------------------------------------------- (10) Shared Dispositive Power ---------------------------------------------- - -------------------------------------------------------------------------------- (11) Aggregate Amount Beneficially Owned by Each Reporting Person 0 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) 0% -------------------- - -------------------------------------------------------------------------------- (14) Type of Reporting Person (See Instructions) CO --------------------------- - -------------------------------------------------------------------------------- 3 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) BK ------------------------------------- - -------------------------------------------------------------------------------- (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 subsidiaries - 42,560,725 Common ----------------------------------------------------- Shares ------ (8) Shared Voting Power --------------------------------------------------- - -------------------------------------------------------------------------------- (9) Sole Dispositive Power By subsidiaries - 42,560,725 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) 56.45% -------------------- - -------------------------------------------------------------------------------- (14) Type of Reporting Person (See Instructions) CO --------------------------- - -------------------------------------------------------------------------------- 4 CUSIP No. 457729-10-1 (Common) ------------------- (1) Names of Reporting Persons, S.S. or I.R.S. Identification Nos. of Above Person Taurus International 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) OO ------------------------------------ - -------------------------------------------------------------------------------- (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 37,160,725 Common Shares directly; 5,400,000 ----------------------------------------------------- shares by subsidiary - ----------------------------------------- - -------------------------------------------------------------------------------- (8) Shared Voting Power --------------------------------------------------- - -------------------------------------------------------------------------------- (9) Sole Dispositive Power 37,160,725 Common Shares directly; ------------------------------------------------ 5,400,000 shares by subsidiary - ---------------------------------------------------------------------- (10) Shared Dispositive Power ---------------------------------------------- - -------------------------------------------------------------------------------- (11) Aggregate Amount Beneficially Owned by Each Reporting Person 37,160,725 Common Shares directly - -------------------------------------------------------------------------------- 5,400,000 Common Shares by subsidiary - -------------------------------------------------------------------------------- - ----------------------------------------------- (12) / / Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) ---------------------------- - -------------------------------------------------------------------------------- (13) Percent of Class Represented by Amount in Row (11) 56.45% -------------------- - -------------------------------------------------------------------------------- (14) Type of Reporting Person (See Instructions) CO --------------------------- - -------------------------------------------------------------------------------- 5 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) ------------------------------------ - -------------------------------------------------------------------------------- (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 - -------------------------------------------------------------------------------- - ---------------------------------------------- (12) / / Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) ---------------------------- - -------------------------------------------------------------------------------- (13) Percent of Class Represented by Amount in Row (11) 7.16% -------------------- - -------------------------------------------------------------------------------- (14) Type of Reporting Person (See Instructions) CO --------------------------- - -------------------------------------------------------------------------------- 6 Item 1. Security and Issuer This Amendment No. 13 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, Taurus International S.A. ("Taurus International"), a company organized under the laws of Luxembourg, and Taurus Investments S.A. ("Taurus"), a company organized under the laws of Luxembourg, the latter three of which are subsidiaries of Minorco, with respect to the common shares, no par value, of Terra which are beneficially owned by Minorco, Taurus International and Taurus. Minorco's Taurus International's and Taurus' principal office address is 9 rue Sainte Zithe, Luxembourg City, Grand Duchy of Luxembourg. Minorco USA's principal office address is 30 Rockefeller Plaza, Suite 4212, New York, NY 10112. Item 2 is further amended by the deletion of Paragraphs 5, 6, 9, 11, 12 and 13 and the insertion of the following paragraphs: "The capital stock of Minorco is owned in part as follows: approximately 45.6%, directly or through subsidiaries, by Anglo American Corporation of South Africa Limited ("AAC" or "Anglo American") which is a publicly held mining and finance company and approximately 22.5%, directly or through subsidiaries, by De Beers Centenary AG ("Centenary"), a publicly held Swiss diamond mining and investment company. Approximately 38.4% of the capital stock of Anglo American is owned, directly or through subsidiaries, by De Beers Consolidated Mines Limited ("De Beers"), a publicly held diamond mining and investment company. Approximately 29.4% of the capital stock of Centenary and approximately 32.5% of the capital stock of De Beers is owned, directly or through subsidiaries, by Anglo American. De Beers owns approximately 9.5% of Centenary. The address of the principal business and principal office of AAC is 44 Main Street, Johannesburg, South Africa. The address of the principal business and principal office of Centenary is Langensandstrasse, CH 6000, Lucerne, Switzerland. The address of the principal business and principal office of De Beers is 36 Stockdale Street, Kimberley 8301, South Africa." "Mr. Nicholas F. Oppenheimer, Deputy Chairman and a director of Anglo American, Centenary and De Beers and a director of Minorco, and Mr. Henry R. Slack, a director of Terra and Minorco U.S.A., Chief Executive, President and a director of Minorco and a 7 director of Anglo American, have indirect partial interests in approximately 7% of the outstanding shares of Minorco and approximately 8% of the outstanding shares of Anglo American. Also, Messrs. Basil T.A. Hone and Reuben F. Richards beneficially own respectively 3,350 and 1,000 Minorco Ordinary Shares, and Mr. Hone beneficially owns 1,000 Anglo American Ordinary Shares, each constituting less than one percent of the outstanding shares of the respective issuers." "The names of the directors and executive officers of Minorco USA, Minorco, Taurus International, Taurus, AAC, De Beers and Centenary 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 International, Taurus, AAC, De Beers and Centenary are set forth in Annex A." "During the last five years, neither (1) any of Minorco USA, Minorco, Taurus International, Taurus, AAC, De Beers or Centenary nor (2) to the best knowledge of Minorco USA, Minorco, Taurus International or Taurus, any of the directors or executive officers of Minorco USA, Minorco, Taurus, Taurus International, AAC, De Beers or Centenary 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 International, Taurus, AAC, De Beers or Centenary nor (2) to the best knowledge of Minorco USA, Minorco, Taurus International or Taurus, any of the directors or executive officers of Minorco USA, Minorco, Taurus, Taurus International, AAC, De Beers or Centenary 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 Minorco for the acquisition of Terra Common Shares from Minorco (U.S.A.) was bank financing. The source of funds used by Taurus International for the acquisition of Terra shares from Minorco was a participation certificate issued to Minorco by Taurus International." Item 4. Purpose of Transaction Item 4 is amended by the addition of the following paragraphs: 8 "As part of an internal reorganization of Minorco's holdings of Terra common shares, Minorco (U.S.A.) Inc. sold 37,160,725 Terra common shares to Minorco at a price of $14.00 per share, for total consideration of $520,250,150 and Minorco transferred 37,160,725 Terra common shares to Taurus International in exchange for the issuance by Taurus International of non-interest bearing Participation Certificates having an aggregate face value in Luxembourg Francs in the equivalent of US$520,250,150 converted at the closing exchange rate quoted by Banque Generale du Luxembourg in respect of Friday, September 20, 1996." 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 International, Taurus, AAC, De Beers nor Centenary, nor, to the best of Minorco USA, Minorco's or Taurus' knowledge, any of the executive officers or directors of Minorco USA, Minorco, Taurus International, Taurus, AAC, De Beers or Centenary, 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 - -------------- -------------- ---------------- Edward G. Beimfohr Common 5,000* John J. Ellis Common 3,781* David E. Fisher Common 250* Ben L. Keisler Common 4,976* Anthony W. Lea Common 250* William R. Loomis Common 25,000* R. F. Richards Common 166,000* (1) H. R. Slack Common 250*
- ----------------- (1) Excludes 280,000 Terra Common Shares issuable upon the exercise of stock options. * Represents less than 1% of the outstanding common stock. As of the date hereof, Minorco, Taurus International and Taurus are deemed to beneficially own 42,560,725 shares of Terra Common Stock or 56.45% of the total number of outstanding shares of common stock of Terra as reported to Minorco, Taurus International and Taurus by Terra. (b) Taurus has sole voting and dispositive power with respect to 5,400,000 Terra Common Shares or 7.16%. Taurus International by itself and through its subsidiary Taurus, has sole voting and dispositive power with respect to 42,560,725 Terra Common Shares or 56.45%. Minorco, through its subsidiaries Taurus International and Taurus has sole voting and dispositive power with respect to 42,560,725 Terra Common Shares or 56.45% of the outstanding shares. Messrs. Beimfohr, Ellis, Fisher, Keisler, Lea, Richards, and Slack each have sole voting and dispositive power 9 with respect to the shares held by them, except with respect to 280,000 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. (c) Not applicable (d) Not applicable. (e) On September 23, 1996, Minorco (U.S.A.) Inc. ceased to be the owner of more than 5% of the Terra common shares. 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 or Centenary nor any of their officers and directors has any contract or arrangement with respect to any Terra Common Shares." "Minorco (U.S.A.) entered into a Stock Purchase Agreement, dated September 23, 1996, with Minorco, providing for the sale of 37,160,725 Terra Common Shares at a price equal to $14.00 per share. As of September 20, 1996, Minorco entered into an Agreement with Taurus International providing for the transfer of 37,160,725 Terra common shares to Taurus International in exchange for the issuance by Taurus International of non-interest bearing Participation Certificates having an aggregate face value in Luxembourg Francs in the equivalent of US$520,250,150 converted at the closing exchange rate quoted by Banque Generale du Luxembourg in respect of Friday, September 20, 1996." Item 7. Material to be Filed as Exhibits Exhibit I Stock Purchase Agreement dated September 23, 1996 between Minorco (U.S.A.) Inc. and Minorco S.A. Exhibit J Agreement dated September 20, 1996 between Minorco and Taurus International S.A. Exhibit K Agreement Re Joint Filing of Schedule 13D 10 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 26, 1996 11 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 26, 1996 12 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 September 26, 1996 13 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 INTERNATIONAL S.A. By: s/N. Jordan --------------------- N. Jordan Secretary September 26, 1996 14 Annex A I. The following table sets forth certain information concerning each of the Directors and other Officers of Minorco USA. The following list sets forth the names of certain Directors and Executive Officers of Minorco USA and the sections of this Annex "A" in which other information concerning them is set out, to which sections reference is hereby made: Name: Edward G. Beimfohr (Director) Citizenship: United States of America Business Address: 320 Park Avenue New York, New York 10022-6815 Principal Occupation: Partner, Lane & Mittendorf (Law firm) Name: David E. Fisher (Director) Citizenship: British Business Address: 9 rue Sainte Zithe L-2763 Luxembourg City Luxembourg Principal Occupation: Finance Director, Minorco Name: J. J. Ellis (Director and Vice President) Citizenship: Canada Business Address: 1053 Idaho Street Elko, Nevada 89801 Principal Occupation: Chairman and Chief Executive Officer, Independence Mining Company Inc. (Gold mining) Name: B. L. Keisler (Director, Vice President, General Counsel and Secretary) Citizenship: United States of America Business Address: 30 Rockefeller Plaza, Suite 4212 New York, New York 10112 Principal Occupation: Director, Vice President, General Counsel and Secretary, Minorco USA Name: Anthony W. Lea (Director) Citizenship: South African Business Address: 40 Holborn Viaduct London, England EC1N 2PQ Principal Occupation: Executive Director, Minorco Name: William R. Loomis (Chairman, President and Chief Executive Officer) Citizenship: United States of America Business Address: 30 Rockefeller Plaza New York, New York 10020 Principal Occupation: Managing Director, Lazard Freres & Co. LLC Name: Henry R. Slack (Director) Citizenship: United States of America Business Address: 40 Holborn Viaduct London, England EC1N 2PQ 15 Principal Occupation: President and Chief Executive, Minorco Name: M. B. Smith (Treasurer and Group Controller) Citizenship: United States of America Business Address: 30 Rockefeller Plaza, Suite 4212 New York, New York 10112 Principal Occupation: Treasurer and Group Controller, 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 Principal Occupation: Director and President, Minorco (U.S.A.) Marketing Corporation (Metal sales), Vice President, Marketing, Minorco USA 16 II. The following table sets forth certain information concerning each of the Directors and other Officers of Minorco. The following list sets forth the names of certain Directors and Executive Officers of Minorco and the sections of this Annex "A" in which other information concerning them is set out, to which sections reference is hereby made: E. G. BEIMFOHR (Director) SECTION I D. E. FISHER (Finance Director) SECTION I A. W. LEA (Executive Director) SECTION I W. R. LOOMIS (Executive Director) SECTION I H. R SLACK (Director, President and Chief Executive Officer) 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") , Director, Anglo American Gold Investment Company Limited ("Amgold") (gold investment company) 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 EC1N 2PQ Principal Occupation: Executive Director, Minorco Name: C. A. Crocker (Director) Citizenship: United States of America Business Address: Georgetown University School of Foreign Service Intercultural Centre Room 813 Washington D.C. 20057 Principal Occupation: Research Professor of Diplomacy Name: Viscount Etienne Davignon (Director)
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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, 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 Name: J. E. Oppenheimer (Director) Citizenship: German & Brazilian Business Address: Av Pedro de Valdivia 295 Santiago, Chile Principal Occupation: Director and Executive Vice President and Director of Empresa Minera de Mantos Blancos S.A. (Producer of copper & silver) Name: N. F. Oppenheimer (Director) Citizenship: South African Business Address: 44 Main Street, Johannesburg, 2001 Republic of South Africa Principal Occupation: Director and Deputy Chairman, De Beers, Centenary, Deputy Chairman and Executive Director, AAC, Chairman, Amgold Name: G. W. H. Rellv (Director) Citizenship: South African Business Address: 44 Main Street, Johannesburg, 2001, Republic of South Africa Principal Occupation: Executive Director, AAC; Director, De Beers & Centenary Name: R. F. Richards (Director) Citizenship: United States of America Business Address: 250 Park Avenue New York, NY 10177 U.S.A. Principal Occupation: Retired Name: C. E. Ritchie (Director) Citizenship: Canadian Business Address: 44 King Street West Toronto, Ontario M5H 1E2 Principal Occupation: Corporate Director, Bank of Nova Scotia (Commercial bank)
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Name: H-J. Schreiber (Director) Citizenship: German Business Address: Bestor Investers Ltd. 10, Collyer Quay 11-01, Ocean Bldg. Singapore 0104 Principal Occupation: Chairman, Bestor Investers Pte. Ltd. (Consulting firm) Name: O. R. Smith (Director) Citizenship: United States of America Business Address: 101 Wood Avenue Iselin, New Jersey 08830-0770, U.S.A. Principal Occupation: Chairman and Chief Executive Officer of Engelhard Corporation Name: T C. A. Wadeson (Director) Citizenship: British Business Address: 44 Main Street, Johannesburg, 2001, Republic of South Africa Principal Occupation: Group Technical Director, AAC Name: P. S. Wilmot-Sitwell (Director) Citizenship: British Business Address: 40 Holborn Viaduct London, England EC 1C1N 2PQ Principal Occupation: Chairman, Mercury World Mining Trust Name: G. S. Young (Executive Director) Citizenship: South African Business Address: Praca de Republica, 497-8 andar, 01045 - San Paulo - SP, Brazil Principal Occupation: Executive Director, Minorco Name: N. Jordan (Secretary) Citizenship: British Business Address: 9 rue Sainte Zithe L-2763 Luxembourg City, Luxembourg Principal Occupation: Secretary, Minorco Name: R.A. Aston (Controller) Citizenship: British Business Address: 9 rue Sainte Zithe L-2763 Luxembourg City, Luxembourg Principal Occupation: Controller, Minorco Name: A. R. Attwood (Treasurer) Citizenship: British Business Address: 9 rue Sainte Zithe L-2763 Luxembourg City, Luxembourg
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Principal Occupation: Treasurer, Minorco Name: D. A. Turner (Vice President, Financial Planning) Citizenship: British Business Address: 9 Rue Sainte Zithe L-2763 Luxembourg City, Luxembourg Principal Occupation: Vice President, Financial Planning, Minorco Name: M. J. Gordon (Senior Vice President, Corporate Finance) Citizenship: British Business Address: 40 Holborn Viaduct London, England EC1N 2PQ Principal Occupation: Senior Vice President, Corporate Finance, Minorco Name: R. S. Robertson (Senior Vice President) Citizenship: British Business Address: 40 Holborn Viaduct London, England EC1N 2PQ Principal Occupation: Senior Vice President, Minorco and Alternate Director AAC
20 III. The following table sets forth certain information concerning each of the Directors and Officers of Taurus. The following list sets forth the names of certain 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 N. JORDAN (Director and Secretary) SECTION II D.A. TURNER (Director) SECTION II 21 IV. The following table sets forth certain information concerning each of the Directors and Officers of Taurus International. The following list sets forth the names of certain Directors and Officers of International 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. W. LEA (Director) SECTION I N. JORDAN (Director and Secretary) SECTION II D. A. TURNER (Director) SECTION II 22 V. The following table sets forth certain information concerning each of the Executive Directors, Directors, Alternate Directors and other Officers of AAC. The following list sets forth the names of certain Executive Directors, Directors, Alternate Directors and Officers of AAC and the sections of this Annex "A" in which other information concerning them is set out, to which sections reference is hereby made: P. C. D. BURNELL (Director) SECTION 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 R S. ROBERTSON (Alternate Director) SECTION II H. R. SLACK (Director) SECTION I J. OGILVIE THOMPSON (Chairman and Executive Director) SECTION II T. C. A. WADESON (Group Technical Director) SECTION II G. S. YOUNG (Executive Director) SECTION II
Name: B. Ainsley (Alternate Director) Citizenship: British Business Address 44 Main Street, Johannesburg, 2001, Republic of South Africa Principal Occupation: Alternate Director and Manager - Operations, Diamond Services Division, AAC 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,
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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: 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 (Executive 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), Director and Deputy Chairman, Amcoal 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,
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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 Name: R. Edwards (Alternate Director) Citizenship: British Business Address: 44 Main Street, Johannesburg, 2001, Republic of South Africa Principal Occupation: Alternate Director and Manager - Geology, Diamond Services Division, AAC Name: C. T. Elphick (Director) Citizenship: South African Business Address: 44 Main Street, Johannesburg, 2001, Republic of South Africa Principal Occupation: Director, AAC and Director, E. Oppenheimer & Son (Pty) Ltd (Investment holding company) Name: D. M. L. Farrv (Assistant Secretary) Citizenship: South African Business Address: 44 Main Street, Johannesburg, 2001, Republic of South Africa Principal Occupation: Assistant Secretary, AAC Name: R. M. Godsell (Executive Director) Citizenship: South African Business Address: 44 Main Street, Johannesburg, 2001, Republic of South Africa Principal Occupation: Executive Director, AAC, Chairman and Chief Executive, Gold and Uranium Division AAC and Director, 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,
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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: 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 (Director) Citizenship: British Business Address: 44 Main Street, Johannesburg, 2001, Republic of South Africa Principal Occupation: Director, AAC Name: K. M. Hosking (Alternate Director) Citizenship: South African Business Address: 44 Main Street, Johannesburg, 2001, Republic of South Africa Principal Occupation: Managing Director, Anglo American Farms Limited (Farming company). Name: J. C. L. Keswick (Director) Citizenship: United Kingdom Business Address: 41 Tower Hill London EC3N 4HA, England Principal Occupation: Director and Chairman Hambros Bank Limited, Director De Beers Consolidated, Director, De Beers and Centenary
26
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 Services 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); Director and 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 Name: R.G. Mills (Alternate Director) Citizenship: South African Business Address: 44 Main Street, Johannesburg, 2001, Republic of South Africa Principal Occupation: Alternate Director and Deputy Technical Director - Mining, 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
27
Business Address: 17 Charterhouse Street London EC 1N 6RA, England Principal Occupation: Director and Deputy Chairman, The Diamond Trading Company (Pty) Limited (Diamond trading company), Director, De Beers and Centenary Name: G. R Pardoe (Alternate Director) Citizenship: South African Business Address: 44 Main Street, Johannesburg, 2001, Republic of South Africa Principal Occupation: Alternate Director and Financial Director, Anglo American Industrial Corporation Limited ("AMIC") (industrial holding company) Name: G. M. Ralfe (Director) Citizenship: South African Business Address: 17 Charterhouse Street London EC 1N 6RA England Principal Occupation: Director, The Diamond Trading Co. (Pty) Limited (Diamond trading company); Director, De Beers and Centenary Name: D. Rankin (Executive Director) Citizenship: South African Business Address: 44 Main Street, Johannesburg, 2001, Republic of South Africa Principal Occupation: Chairman, Amcoal Name: C. J. Saunders (Director) Citizenship: South African Business Address: The Tongaat-Hulett Group Ltd., Main Avenue, Maidstone, 4380, Republic of South Africa Principal Occupation: Executive Chairman, The Tongaat-Hulett Group Limited (Industrial processing company), Director, Amic Name: M. W. Spicer (Alternate Director) Citizenship: South African Business Address: 44 Main Street, Johannesburg, 2001, Republic of South Africa Principal Occupation: Public Affairs Consultant, AAC Name: C. L. Sunter (Executive Director) Citizenship: British Business Address: 44 Main Street, Johannesburg, 2001, Republic of South Africa Principal Occupation: Chairman, Corporate Affairs, AAC and Director, Amgold Name: A. J. Trahar (Executive Director) Citizenship: South African Business Address: 44 Main Street, Johannesburg, 2001,
28
Republic of South Africa Principal Occupation: Director and Deputy Chairman, Amic; Executive Chairman, Mondi Limited (Paper manufacturer) Name: D. J. van Jaarsveld (Alternate Director) Citizenship: South African Business Address: 44 Main Street, Johannesburg, 2001, Republic of South Africa Principal Occupation: Manager - International, 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
29 VI. The following table sets forth certain information concerning each of the Directors and other Officers of Centenary. The following list sets forth the names of the Chairman and certain Directors of 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 Chairman) SECTION II N. F. OPPPENHEIMER (Director and Deputy Chairman) SECTION II J. W. CAMPBELL (Director) SECTION V R M. CRAWFORD (Director) SECTION V E. P. GUSH (Director) SECTION II A. E. OPPENHEIMER (Director and President) SECTION V G. W. H. RELLY (Director) SECTION II G. M. RALFE (Director) SECTION V
Name: J. A. Barbour (Director) Citizenship: British Business Address: 17 Charterhouse Street London EC 1N 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 EC 1N 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 EC 1N 6RA, England Principal Occupation: Member of the Executive Committee, The Central Selling Organization Name: J. C. L. Keswick (Director) Citizenship: British Business Address: 41 Tower Hill London, England EC3N 4HA Principal Occupation: Chairman of Hambros Bank Ltd. Name: L. A. Lincoln (Director) Citizenship: South African Business Address: Langensandstrasse 27 CH 6000 Lucerne 14 Switzerland Principal Occupation: Director, De Beers and Centenary
30
Name: B. Marole (Director) Citizenship: Motswana Business Address: Private Bag 0018, Gaborone, Botswana Principal Occupation: Permanent Secretary, Ministry of Mineral Resources and Water Affairs, Botswana Name: O. K. Matambo (Director) Citizenship: Motswana Business Address: Private Bag 008, Gaborone, Botswana Principal Occupation: Permanent Secretary, Ministry of Finance and Development Planning, Botswana Name: J. P. Pudnev (Director) Citizenship: British Business Address: 17 Charterhouse Street, London, England EC1N 6RA Principal Occupation: Member of Executive Committee, The Central Selling Organization
31 VII. The following table sets forth certain information concerning each of the Directors and other Officers of De Beers. The following list sets forth the names of the Chairman and certain Directors of De Beers and the sections of this Annex A, to which sections reference is hereby made: J. OGILVIE THOMPSON (Director and Chairman) SECTION II N. F. OPPENHEIMER (Director and Deputy Chairman) SECTION II J. A. BARBOUR (Director) SECTION VI G. F. H. BURNE (Director) SECTION VI J. W. CAMPBELL (Director) SECTION V T. W. H. CAPON (Director) SECTION VI R M. CRAWFORD (Director) SECTION V E. P. GUSH (Director) SECTION II J. C. L. KESWICK (Director) SECTION VI L. A. LINCOLN (Director) SECTION VI B. MAROLE (Director) SECTION VI O. K. MATAMBO (Director) SECTION VI A. E. OPPENHEIMER (Director) SECTION V J. P. PUDNEY (Director) SECTION VI G. M. RALFE (Director) SECTION V G. W. H. RELLY (Director) SECTION II
32 EXHIBIT LIST Exhibit I Stock Purchase Agreement dated September 23, 1996 between Minorco (U.S.A.) Inc. and Minorco S.A. Exhibit J Agreement dated September 20, 1996 between Minorco and Taurus International S.A. Exhibit K Agreement Re Joint Filing of Schedule 13D EX-99.I 2 STOCK PURCHASE AGREEMENT 1 EXHIBIT I STOCK PURCHASE AGREEMENT Stock Purchase Agreement, dated as of September 23, 1996, between Minorco S.A., a Luxembourg corporation ("Purchaser") and Minorco (U.S.A.) Inc., a Colorado corporation ("Seller"). W I T N E S S E T H : WHEREAS, Seller is the owner of 37,160,725 common shares (the "Shares") of Terra Industries Inc., a Maryland corporation (the "Company"); WHEREAS, Purchaser desires to acquire and Seller desires to sell the Shares on and subject to the terms and conditions set forth herein; NOW THEREFORE, in consideration of the foregoing and of the mutual covenants and agreements contained in this agreement, Seller and Purchaser agree as follows: 1. Purchase and Sale of the Shares (a) On and subject to the terms and conditions set forth in this agreement, Seller agrees to sell, assign, transfer and convey the Shares to Purchaser, free and clear of all liens, claims, charges and encumbrances, and Purchaser agrees to purchase and accept the Shares from Seller, on the closing date. (b) In exchange for each of the Shares to be delivered to Seller at the Closing, Purchaser shall pay to Seller a price equal to the closing sale price on Friday September 20, 1996 of the Company's common shares as quoted on the New York Stock Exchange. The purchase price shall be payable by wire transfer to Seller's bank account on the Closing Date in accordance with Seller's written instructions to Purchaser. (c) The closing date shall be September 23, 1996, unless otherwise agreed by Seller and Purchaser. 2. Representations and Warranties of Seller. Seller represents and warrants to Purchaser as follows: (a) Seller is a corporation duly organized, validly existing and in good standing under the laws of the State of Colorado. (b) Seller is the sole record owner of the Shares, free and clear of any liens, claims, charges or encumbrances or other rights of 2 third parties, and upon the transfer of the Shares by Seller to Purchaser and full payment therefor as provided in this agreement, Buyer will acquire all rights of the Seller in the Shares, free and clear of all liens, claims, charges or encumbrances and other rights of third parties. (c) This agreement has been duly authorized by all necessary corporate action on the part of Seller, and this Agreement constitutes a legal, valid and binding obligation of the Seller, enforceable against Seller in accordance with its terms. (d) The execution, delivery and performance of this Agreement by Seller will not (i) contravene, result in any breach of, or constitute a default, or result in the creation of any encumbrance in respect of any asset of Seller, under Seller's Articles or Incorporation or any agreement by which it or any of its assets are bound, (ii) conflict with or result in a breach of any order, judgment, decree or ruling of any court, arbitrator or governmental authority applicable to Seller or (iii) violate any statute, rule or regulation of any governmental authority applicable to Seller. (e) No consent, approval, authorization of or registration, filing or declaration with any governmental authority is required in connection with the execution, delivery or performance of this agreement by Seller. 3. Representations and Warranties of Purchaser. Purchaser represents and warrants to Seller as follows: (a) Purchaser is a corporation duly organized and validly existing under the laws of Luxembourg. (b) This agreement has been duly authorized by all necessary corporate action on the part of Purchaser, and this Agreement constitutes a legal, valid and binding obligation of the Purchaser, enforceable against Purchaser in accordance with its terms. (c) The execution, delivery and performance of this Agreement by Purchaser will not (i) contravene, result in any breach of, or constitute a default, or result in the creation of any encumbrance in respect of any asset of Purchaser, under Purchaser's Articles or Incorporation or any agreement by which it or any of its assets are bound, (ii) conflict with or result in a breach of any order, judgment, decree or ruling of any court, arbitrator or governmental authority applicable to Purchaser or (iii) violate any statute, rule or regulation of any governmental authority applicable to Purchaser. (d) No consent, approval, authorization of or registration, filing or declaration with any governmental authority is required in connection with the execution, delivery or performance of this agreement by Purchaser. (e) Purchaser is acquiring the Shares for investment purposes and not with a view to the distribution thereof. Purchaser is aware that the sale of the Shares under this agreement has not been registered under the Securities Act of 1933 and that the Shares may be resold only if so registered or if such sale is exempt such from registration. 3 4. Purchaser's Conditions to Closing. Purchaser's obligation to purchase the Shares under this agreement is subject to fulfillment, prior to or at the closing, of the following conditions: (a) The representations and warranties of Seller in this Agreement shall be correct, in all material respects, when made and on the Closing Date. (b) Seller shall have delivered to Purchaser a certificate certifying as to the resolutions attached thereto and other corporate proceedings relating to the authorization, execution and delivery of this agreement. (c) Seller shall have delivered to Purchaser an Officer's Certificate, dated the Closing Date, certifying that the condition specified in Section 4(a) has been fulfilled. (d) Seller shall have delivered to Purchaser stock powers for the Shares, endorsed in blank or to your instructions, and with all applicable stock transfer taxes paid. 5. Seller's Conditions to Closing. Seller's obligation to sell, assign, transfer and convey the Shares under this agreement is subject to fulfillment, prior to or at the closing, of the following conditions: (a) The representations and warranties of Purchaser in this Agreement shall be correct, in all material respects, when made and on the Closing Date. (b) Purchaser shall have delivered to Seller a certificate certifying as to the resolutions attached thereto and other corporate proceedings relating to the authorization, execution and delivery of this agreement. (c) Purchaser shall have delivered to Seller an Officer's Certificate, dated the Closing Date, certifying that the condition specified in Section 5(a) has been fulfilled. 6. Survival. The representations and warranties made under this agreement shall survive the closing of the sale and purchase of the Shares hereunder for the period ending on the first anniversary of the closing. 7. Successors and Assigns. This agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns but shall not confer any rights upon any other person. This Agreement may not be assigned by any party without the other's consent. 8. Governing Law. This agreement shall be construed in accordance with the governed by the laws of the State of New York, excluding its conflicts of law rules. 9. Further Assurances. The parties agree to execute such other documents or agreements as may be necessary or desirable for the implementation of this agreement and the consummation of the transactions contemplated hereby. 4 10. Entire Agreement; Amendments. This agreement and any other documents delivered on the date hereof in connection with the transactions contemplated hereby constitute the entire agreement between the parties relating to the subject matter hereof and supersede all prior negotiations and agreements between the parties relating thereto. No supplement, modification, waiver or amendment of this agreement shall be binding unless executed in writing by the parties and no waiver shall be deemed a continuing waiver or a waiver of any subsequent breach or default, either of a similar or different nature, unless expressly so stated in writing. 11. Notices. All notices, requests, demands and other communication under this Agreement shall be in writing and shall be deemed to have been duly given (a) when served personally on the party to who notice is to be given or (b) when sent by a recognized overnight delivery service with charges prepaid and properly addressed. 12. Headings; Counterparts. The headings contained in this Agreement are for reference only and shall not in any way affect the meaning or interpretation of this agreement. This agreement may be executed simultaneously in one or more counterparts, each of which shall be deemed an original, but all of which shall constitute one and the same instrument. IN WITNESS WHEREOF, the undersigned parties have executed this agreement as of the date first written above. MINORCO (U.S.A.) INC. MINORCO S.A. By: ___________________ By: ___________________ Vice President EX-99.J 3 AGREEMENT BET. MINORCO S.A. & TAURUS INT'L S.A. 1 EXHIBIT J DATED 20 SEPTEMBER 1996 MINORCO S.A. - and - TAURUS INTERNATIONAL S.A. ---------------------------------- AGREEMENT ---------------------------------- 2 THIS AGREEMENT is made on 20 September 1996 Between 1. MINORCO S.A., a joint stock company incorporated in Luxembourg and having its registered office at 9 rue Sainte Zithe, Luxembourg ("Minorco"); and 2. TAURUS INTERNATIONAL S.A.,a joint stock company incorporated in Luxembourg and having its registered office at 9 rue Sainte Zithe, Luxembourg ("Taurus"). WHEREAS Minorco wishes to exchange, and Taurus wish to acquire, the Terra Shares on the terms and conditions set out below. IT IS HEREBY AGREED as follows:- I. INTERPRETATION I.A In this Agreement the following words and expressions have the following meanings, unless they are inconsistent with the context:- "BUSINESS DAY" means any day of the year other than (a) any Saturday or Sunday or (b) any other day on which banks located in Luxembourg are closed for business; "COMPANY" means Terra Industries Inc. ("Terra"), a limited liability company incorporated in the United States and having its registered office at 1123 North Eutaw Street, Baltimore, Maryland 21202, USA; "TERRA SHARES" means 37,160,725 common shares at a price per share equal to the closing sales price for Terra common shares quoted on the New York Stock Exchange at close of business on Friday September 20, 1996, each in the capital of the Company; "COMPLETION" means completion of the transfer of the Terra Shares and the issue of the Participation Certificates in accordance with clause 3; "ENCUMBRANCE" means any equitable interest, encumbrance, mortgage, lien, charge, restriction, pledge, security interest, option or right of any third party including, without limitation, rights under shareholders' agreements or other arrangements relating to the management or control of a company. I.B In this Agreement unless the context otherwise requires:- 3 (1) all references to a statutory provision shall be construed as including references to:- (a) any statutory modification, consolidation, or re-enactment (whether before or after the date of this Agreement) for the time being in force; (b) all statutory instruments or orders made pursuant to a statutory provision; (c) any statutory provisions of which a statutory provision is a consolidation, re-enactment or modification; (2) words denoting the singular include the plural and vice versa and words denoting persons include firms and corporations and vice versa; and (3) a reference to a clause or sub-clause or an Annexure is a reference to a clause or a sub-clause of or an Annexure to this Agreement. I.C Clause headings in this Agreement and in the Annexures are for ease of reference only and do not affect the construction of any provision. I.D Where by this Agreement any payment or other act falls to be made or done on a day which is not a Business Day then that payment or act shall be made or done on the first Business Day thereafter. II. EXCHANGE OF ASSETS AND ISSUE OF PARTICIPATION CERTIFICATES II.A Subject to the terms and conditions of this Agreement, at Completion Minorco shall exchange or procure the exchange as beneficial owner, and Taurus shall acquire, the Terra Shares free from all Encumbrances and with all rights attaching to them. II.B As consideration for the transfer to it of the Terra Shares Taurus undertakes to issue to Minorco non-interest bearing Participation Certificates having an aggregate face value in Luxembourg Francs in the equivalent of US$520,250,150 converted at the closing exchange rate quoted by Banque Generale du Luxembourg in respect of Friday, 20 September 1996. III. COMPLETION Completion shall take place at the offices of Taurus, at 9 rue Sainte Zithe in Luxembourg on Monday September 23 when the Parties shall sign the documents required to effect the transfer of the Terra shares and Taurus shall issue the Participation Certificates. 4 IV. GENERAL IV.A No announcement of any kind shall be made in respect of the subject matter of this Agreement unless specifically agreed in writing between the parties or required by applicable law or stock exchange requirements (in which case the parties shall consult with each other prior to making any announcements). IV.B This Agreement shall be binding upon each party's successors and assigns and personal representatives (as the case may be) but, except as expressly provided above, none of the rights of the parties under this Agreement may be assigned or transferred. IV.C All expenses incurred by or on behalf of the parties, including all fees of agents, representatives, solicitors, accountants, actuaries and financial advisors employed by any of them in connection with the negotiation, preparation or execution of this Agreement shall be borne solely by the party who incurred the liability. IV.D Any notice, consent, approval or other communication given hereunder shall be made in writing and shall be deemed to have been duly given or made if delivered by hand or sent by recorded delivery mail (return receipt requested) to the address of the addressee set out on page 2 above. IV.E This Agreement shall be governed by and interpreted in accordance with the law of Luxembourg. IV.F This Agreement may be executed in any number of counterparts, each of which when so executed shall be an original, but all the counterparts shall together constitute one and the same instrument. IN WITNESS whereof this Agreement has been duly executed. SIGNED by ) for and on behalf of ) MINORCO S.A. ) SIGNED by ) for and on behalf of ) TAURUS INTERNATIONAL S.A. ) EX-99.K 4 AGREEMENT CONCERNING JOINT FILING 1 EXHIBIT K AGREEMENT CONCERNING JOINT FILING OF SCHEDULE 13D The undersigned agree as follows: (i) each of them is individually eligible to use the Schedule 13D to which this Exhibit is attached, and such Schedule 13D is filed on behalf of each of them; and (ii) each of them is responsible for the timely filing of such Schedule 13D and any amendments thereto, and for the completeness and accuracy of the information concerning such person contained therein; but none of them is responsible for the completeness or accuracy of the information concerning the other persons making the filing, unless such person knows or has reason to believe that such information is inaccurate. This Agreement may be executed in any number of counterparts, each of which shall be deemed to be an original, but all of which, taken together, shall constitute one and the same instrument. Dated: September 26, 1996 TAURUS INTERNATIONAL S.A. By __________________________________ Its _________________________________ TAURUS INVESTMENTS S.A. By __________________________________ Its _________________________________ MINORCO (U.S.A.) INC. By __________________________________ Its _________________________________ MINORCO By __________________________________ Its _________________________________ -----END PRIVACY-ENHANCED MESSAGE-----