Schedule 13G

-----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, H6Uh3P3qvj1bw2lXG8N8ONLQIEDi4OsxJ/5HvJ9dA0pCzox9BIIgUKi+xNn5X1S9 ULvzJhYS3Kr7GVUZ658f6w== 0001193125-04-221463.txt : 20041230 0001193125-04-221463.hdr.sgml : 20041230 20041230135226 ACCESSION NUMBER: 0001193125-04-221463 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20041230 DATE AS OF CHANGE: 20041230 GROUP MEMBERS: DOUGLAS A. HIRSCH GROUP MEMBERS: SENECA CAPITAL INTERNATIONAL, LTD. GROUP MEMBERS: SENECA CAPITAL INVESTMENTS, LLC GROUP MEMBERS: SENECA CAPITAL, LP SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: TERRA INDUSTRIES INC CENTRAL INDEX KEY: 0000722079 STANDARD INDUSTRIAL CLASSIFICATION: AGRICULTURE CHEMICALS [2870] IRS NUMBER: 521145429 STATE OF INCORPORATION: MD FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G SEC ACT: 1934 Act SEC FILE NUMBER: 005-34386 FILM NUMBER: 041233493 BUSINESS ADDRESS: STREET 1: 600 FOURTH ST STREET 2: PO BOX 6000 CITY: SIOUX CITY STATE: IA ZIP: 51102-6000 BUSINESS PHONE: 7122771340 MAIL ADDRESS: STREET 1: 600 FOURTH STREET STREET 2: PO 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: SENECA CAPITAL ADVISORS LLC CENTRAL INDEX KEY: 0001041078 STANDARD INDUSTRIAL CLASSIFICATION: UNKNOWN SIC - 0000 [0000] IRS NUMBER: 043024178 STATE OF INCORPORATION: DE FISCAL YEAR END: 0630 FILING VALUES: FORM TYPE: SC 13G BUSINESS ADDRESS: STREET 1: 830 THIRD AVE STREET 2: 14TH FL CITY: NEW YORK STATE: NY ZIP: 10022 BUSINESS PHONE: 2123711300 MAIL ADDRESS: STREET 1: 830 THIRD AVE STREET 2: 14TH FL CITY: NEW YORK STATE: NY ZIP: 10022 SC 13G 1 dsc13g.htm SCHEDULE 13G Schedule 13G

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13G

(Rule 13d-102)

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO

RULES 13d-1(b)(c), AND (d) AND AMENDMENTS THERETO FILED

PURSUANT TO RULE 13d-2(b)

(Amendment No. )^1/

TERRA INDUSTRIES INC.

(Name of Issuer)

Common Stock, without par value

(Title or Class of Securities)

880915103

(CUSIP Number)

December 20, 2004

(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

¨ Rule 13d-1(b)

x Rule 13d-1(c)

¨ Rule 13d-1(d)

^1/	The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.

The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).


CUSIP No. 880915103		13G		Page 2 of 11


1		NAMES OF REPORTING PERSONS S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS Seneca Capital, L.P.
2		*CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions*) (a) x (b)** ¨
3		SEC USE ONLY
4		CITIZENSHIP OR PLACE OF ORGANIZATION Delaware

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

5 SOLE VOTING POWER

6 SHARED VOTING POWER

1,600,000

7 SOLE DISPOSITIVE POWER

8 SHARED DISPOSITIVE POWER

1,600,000


9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,600,000
10	*CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See Instructions***) N/A	¨
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 1.7%*
12	*TYPE OF REPORTING PERSON (See Instructions***) PN

*	All percentage ownerships reported in this Schedule 13G are based on 92,983,685 shares of Common Stock issued and outstanding as of December 23, 2004, as reported by the Issuer (as defined below) in its Rule 424(b)(3) filing made with the Securities and Exchange Commission on December 23, 2004.


CUSIP No. 880915103		13G		Page 3 of 11


1		NAMES OF REPORTING PERSONS S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS Seneca Capital Advisors, LLC
2		*CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions*) (a) x (b)** ¨
3		SEC USE ONLY
4		CITIZENSHIP OR PLACE OF ORGANIZATION Delaware

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

5 SOLE VOTING POWER

6 SHARED VOTING POWER

1,600,000

7 SOLE DISPOSITIVE POWER

8 SHARED DISPOSITIVE POWER

1,600,000


9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,600,000
10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (*See Instructions*) N/A	¨
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 1.7%
12	TYPE OF REPORTING PERSON (*See Instructions*) OO - Limited Liability Company


CUSIP No. 880915103		13G		Page 4 of 11


1		NAMES OF REPORTING PERSONS S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS Seneca Capital International, Ltd.
2		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (*See Instructions) (a)* x (b) ¨
3		SEC USE ONLY
4		CITIZENSHIP OR PLACE OF ORGANIZATION Cayman Islands, British West Indies

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

5 SOLE VOTING POWER

6 SHARED VOTING POWER

3,400,000

7 SOLE DISPOSITIVE POWER

8 SHARED DISPOSITIVE POWER

3,400,000


9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 3,400,000
10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (*See Instructions*) N/A	¨
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 3.7%
12	TYPE OF REPORTING PERSON (*See Instructions*) CO


CUSIP No. 880915103		13G		Page 5 of 11


1		NAMES OF REPORTING PERSONS S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS Seneca Capital Investments, LLC
2		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (*See Instructions) (a)* x (b) ¨
3		SEC USE ONLY
4		CITIZENSHIP OR PLACE OF ORGANIZATION Delaware

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

5 SOLE VOTING POWER

6 SHARED VOTING POWER

3,400,000

7 SOLE DISPOSITIVE POWER

8 SHARED DISPOSITIVE POWER

3,400,000


9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 3,400,000
10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (*See Instructions*) N/A	¨
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 3.7%
12	TYPE OF REPORTING PERSON (*See Instructions*) OO - Limited Liability Company


CUSIP No. 880915103		13G		Page 6 of 11


1		NAMES OF REPORTING PERSONS S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS Douglas A. Hirsch
2		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (*See Instructions) (a)* x (b) ¨
3		SEC USE ONLY
4		CITIZENSHIP OR PLACE OF ORGANIZATION United States

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

5 SOLE VOTING POWER

6 SHARED VOTING POWER

5,000,000

7 SOLE DISPOSITIVE POWER

8 SHARED DISPOSITIVE POWER

5,000,000


9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 5,000,000
10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (*See Instructions*) N/A	¨
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 5.4%
12	TYPE OF REPORTING PERSON (*See Instructions*) IN


CUSIP No. 880915103		13G		Page 7 of 11

ITEM 1

(a).

NAME OF ISSUER:

The name of the issuer is Terra Industries Inc. (the “Issuer”).

ITEM 1

(b).

ADDRESS OF ISSUER’S PRINCIPAL EXECUTIVE OFFICES:

The Issuer’s principal executive office is located at Terra Centre, P.O. Box 6000, 600 Fourth Street, Sioux City, Iowa 51102-6000.

ITEM 2

(a).

NAME OF PERSON FILING:

ITEM 2

(b).

ADDRESS OF PRINCIPAL BUSINESS OFFICE OR, IF NONE, RESIDENCE:

ITEM 2

(c).

CITIZENSHIP:

Seneca Capital, L.P.

950 Third Avenue, 29th Floor

New York, NY 10022

(Delaware limited partnership)

Seneca Capital Advisors, LLC

950 Third Avenue, 29th Floor

New York, NY 10022

(Delaware limited liability company)

Seneca Capital International, Ltd.

c/o Consolidated Fund Management (BVI) Limited

PO Box HM 2257

Par La Ville Place

14 Par La Ville Road

Hamilton HMJX, Bermuda

(Cayman Islands (BWI) company)

Seneca Capital Investments, LLC

950 Third Avenue, 29th Floor

New York, NY 10022

(Delaware limited liability company)

Douglas A. Hirsch

c/o Seneca Capital

950 Third Avenue, 29th Floor

New York, NY 10022

(United States citizen)

ITEM 2

(d).

TITLE OF CLASS OF SECURITIES:

Common Stock, without par value


CUSIP No. 880915103		13G		Page 8 of 11

ITEM 2

(e).

CUSIP NUMBER:

880915103

ITEM 3.

IF THIS STATEMENT IS FILED PURSUANT TO RULES 13d-1(b), OR 13d-2(b) OR (c), CHECK WHETHER THE PERSON FILING IS A:

(a)

Broker or dealer registered under Section 15 of the Act.

(b)

Bank as defined in Section 3(a)(6) of the Act.

(c)

Insurance company as defined in Section 3(a)(19) of the Act.

(d)

Investment company registered under Section 8 of the Investment Company Act.

(e)

Investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E).

(f)

Employee benefit plan or endowment fund in accordance with Rule 13d-1(b)(1)(ii)(F).

(g)

Parent holding company, in accordance with Rule 13d-1(b) (1)(ii)(G).

(h)

Savings association as defined in Section 3(b) of the Federal Deposit Insurance Act.

(i)

Church plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act.

(j)

Group, in accordance with Rule 13d-1(b)(1)(ii)(J).



ITEM 4.	OWNERSHIP:

	SENECA CAPITAL, L.P.

	(a)	Amount beneficially owned: 1,600,000

	(b)	Percent of class: 1.7%

	(c)	Number of shares as to which such person has:

		(i)	Sole power to vote or direct the vote: 0

		(ii)	Shared power to vote or direct the vote: 1,600,000

		(iii)	Sole power to dispose or to direct the disposition of: 0

		(iv)	Shared power to dispose or to direct the disposition of: 1,600,000


	SENECA CAPITAL ADVISORS, LLC (1)

	(a)	Amount beneficially owned: 1,600,000

	(b)	Percent of class: 1.7%

	(c)	Number of shares as to which such person has:

		(i)	Sole power to vote or direct the vote: 0

		(ii)	Shared power to vote or direct the vote: 1,600,000

		(iii)	Sole power to dispose or to direct the disposition of: 0

		(iv)	Shared power to dispose or to direct the disposition of: 1,600,000

	SENECA CAPITAL INTERNATIONAL, LTD.

	(a)	Amount beneficially owned: 3,400,000

	(b)	Percent of class: 3.7%

	(c)	Number of shares as to which such person has:

		(i)	Sole power to vote or direct the vote: 0

		(ii)	Shared power to vote or direct the vote: 3,400,000


CUSIP No. 880915103		13G		Page 9 of 11



	(iii)	Sole power to dispose or to direct the disposition of: 0

	(iv)	Shared power to dispose or to direct the disposition of: 3,400,000

SENECA CAPITAL INVESTMENTS, LLC (2)

(a)	Amount beneficially owned: 3,400,000

(b)	Percent of class: 3.7%

(c)	Number of shares as to which such person has:

	(i)	Sole power to vote or direct the vote: 0

	(ii)	Shared power to vote or direct the vote: 3,400,000

	(iii)	Sole power to dispose or to direct the disposition of: 0

	(iv)	Shared power to dispose or to direct the disposition of: 3,400,000

DOUGLAS A. HIRSCH (3)

(a)	Amount beneficially owned: 5,000,000

(b)	Percent of class: 5.4%

(c)	Number of shares as to which such person has:

	(i)	Sole power to vote or direct the vote: 0

	(ii)	Shared power to vote or direct the vote: 5,000,000

	(iii)	Sole power to dispose or to direct the disposition of: 0

	(iv)	Shared power to dispose or to direct the disposition of: 5,000,000

(1) Shares reported for Seneca Capital Advisors, LLC represent shares beneficially owned by Seneca Capital, L.P. Seneca Capital Advisors, LLC is the sole general partner of Seneca Capital, L.P.
(2) Shares reported for Seneca Capital Investments, LLC represent shares beneficially owned by Seneca Capital International, Ltd. Seneca Capital Investments, LLC is the sole investment manager of Seneca Capital International, Ltd.
(3) Shares reported for Douglas A. Hirsch represent shares beneficially owned Seneca Capital, L.P. and Seneca Capital International, Ltd., which entities may be deemed to be controlled by Mr. Hirsch because he is the managing member of each of Seneca Capital Advisors, LLC (the general partner of Seneca Capital, L.P.) and Seneca Capital Investments, LLC (the investment advisor of Seneca Capital International, Ltd.).


CUSIP No. 880915103		13G		Page 10 of 11


ITEM 5.		OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS:

If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following ¨.

ITEM 6.		OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON:

N/A

ITEM 7.		IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH ACQUIRED THE SECURITY BEING REPORTED ON BY THE PARENT HOLDING COMPANY:

N/A

ITEM 8.		IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP:

N/A

ITEM 9.		NOTICE OF DISSOLUTION OF GROUP:

N/A

ITEM 10.		CERTIFICATION:

By signing below, I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Date: December 30, 2004


SENECA CAPITAL, L.P.

By:		Seneca Capital Advisors, LLC, its General Partner

By:		/s/ Douglas A. Hirsch
		Douglas A. Hirsch
		Managing Member

SENECA CAPITAL ADVISORS, LLC

By:		/s/ Douglas A. Hirsch
		Douglas A. Hirsch
		Managing Member

SENECA CAPITAL INTERNATIONAL, LTD.

By:		Seneca Capital Investments, LLC, its Investment Advisor

By:		/s/ Douglas A. Hirsch
		Douglas A. Hirsch
		Managing Member


CUSIP No. 880915103		13G		Page 11 of 11



SENECA CAPITAL INVESTMENTS, LLC

By:		/s/ Douglas A. Hirsch
		Douglas A. Hirsch
		Managing Member

DOUGLAS A. HIRSCH

		/s/ Douglas A. Hirsch
		Douglas A. Hirsch, individually

EX-1 2 dex1.htm JOINT FILING AGREEMENT Joint Filing Agreement

Exhibit 1

JOINT FILING AGREEMENT

This Joint Filing Agreement, dated as of December 30, 2004, is by and among Seneca Capital, L.P., Seneca Capital Advisors, LLC, Seneca Capital International, Ltd., Seneca Capital Investments, LLC and Douglas A. Hirsch, an individual (all of the foregoing are collectively referred to herein as the “Seneca Entities”).

Each of the Seneca Entities may be required to file with the United States Securities and Exchange Commission a statement on Schedule 13G with respect to shares of common stock, without par value, of Terra Industries Inc. beneficially owned by them from time to time.

Pursuant to and in accordance with Rule 13(d)(1)(k) promulgated under the Securities Exchange Act of 1934, as amended, the parties hereby agree to file a single statement on Schedule 13G (and any amendments thereto) on behalf of each of the parties, and hereby further agree to file this Agreement as an exhibit to such statement, as required by such rule.

This Agreement may be terminated by any of the Seneca Entities upon one week’s prior written notice or such lesser period of notice as the Seneca Entities may mutually agree.

Executed and delivered as of the date first above written.


SENECA CAPITAL, L.P.

By:		Seneca Capital Advisors, LLC, its General Partner

By:		/s/ Douglas A. Hirsch
		Douglas A. Hirsch
		Managing Member

SENECA CAPITAL ADVISORS, LLC

By:		/s/ Douglas A. Hirsch
		Douglas A. Hirsch
		Managing Member

SENECA CAPITAL INTERNATIONAL, LTD.

By:		Seneca Capital Investments, LLC, its Investment Advisor

By:		/s/ Douglas A. Hirsch
		Douglas A. Hirsch
		Managing Member


SENECA CAPITAL INVESTMENTS, LLC

By:		/s/ Douglas A. Hirsch
		Douglas A. Hirsch
		Managing Member

DOUGLAS A. HIRSCH

		/s/ Douglas A. Hirsch
		Douglas A. Hirsch, individually

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