-----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, dMlngI2QT7YHDzc5KE4CfKCqtgYEjMLqdOcjbgiFvQKVVbNx89jiJnTjqapQs2bU XEn2zz4eCVjK24pvKHGwgw== 0000950123-94-001259.txt : 19940808 0000950123-94-001259.hdr.sgml : 19940808 ACCESSION NUMBER: 0000950123-94-001259 CONFORMED SUBMISSION TYPE: 10-Q PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 19940630 FILED AS OF DATE: 19940801 FILER: 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: 10-Q SEC ACT: 1934 Act SEC FILE NUMBER: 001-08520 FILM NUMBER: 94541085 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 10-Q 1 TERRA INDUSTRIES 1 ================================================================================ SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q /X/ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 1994 OR / / TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from _______ to _______ Commission file number: 1-8520 TERRA INDUSTRIES INC. (Exact name of registrant as specified in its charter) MARYLAND 52-1145429 (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) TERRA CENTRE P.O. BOX 6000 600 FOURTH STREET 51102-6000 SIOUX CITY, IOWA (Zip Code) (Address of principal executive offices) REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE: (712) 277-1340 ----------------- Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes /X/ No / / As of June 30, 1994, the following shares of the registrant's stock were outstanding: Common Shares, without par value 70,553,045 shares ================================================================================ 2 PART I. FINANCIAL INFORMATION TERRA INDUSTRIES INC. CONSOLIDATED STATEMENTS OF FINANCIAL POSITION (in thousands)
June 30, December 31, June 30, 1994 1993 1993 ----------- ------------ ----------- (unaudited) (unaudited) ASSETS Cash and short-term investments $ 40,520 $ 65,102 $101,013 Accounts receivable, less allowance for doubtful accounts of $7,348, $5,788 and $8,226 352,464 122,774 305,151 Inventories 268,357 244,995 204,104 Deferred tax asset -- current 27,338 26,011 21,381 Other current assets 25,459 10,586 5,600 - - ------------------------------------------------------------------------------------------ TOTAL CURRENT ASSETS 714,138 469,468 637,249 - - ------------------------------------------------------------------------------------------ Property, plant and equipment, net 124,786 110,670 97,643 Deferred tax asset -- non-current 5,772 24,742 19,384 Net assets of discontinued operations 3,522 3,488 34,892 Other assets 28,677 26,114 6,419 - - ------------------------------------------------------------------------------------------ TOTAL ASSETS $876,895 $634,482 $795,587 ========================================================================================== LIABILITIES Debt due within one year $109,671 $ 9,636 $ 49,896 Accounts payable 293,361 99,886 235,245 Accrued and other liabilities 105,270 128,659 108,661 - - ------------------------------------------------------------------------------------------ TOTAL CURRENT LIABILITIES 508,302 238,181 393,802 - - ------------------------------------------------------------------------------------------ Long-term debt 45,782 119,061 119,943 Deferred tax liability -- non-current 2,383 451 --- Other liabilities 32,472 33,809 29,530 - - ------------------------------------------------------------------------------------------ TOTAL LIABILITIES 588,939 391,502 543,275 - - ------------------------------------------------------------------------------------------ STOCKHOLDERS' EQUITY Capital stock Common Shares, authorized 114,375 shares; outstanding 70,553, 69,455 and 65,466 shares 123,550 122,257 85,096 Trust Shares, authorized 16,500 shares; outstanding none, none and 3,890 shares --- --- 21,644 Paid-in capital 523,915 516,128 531,177 Cumulative translation adjustment (795) (488) (66) Accumulated deficit (358,714) (394,917) (385,539) - - ------------------------------------------------------------------------------------------ TOTAL STOCKHOLDERS' EQUITY 287,956 242,980 252,312 - - ------------------------------------------------------------------------------------------ TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $876,895 $634,482 $795,587 ==========================================================================================
See accompanying Notes to the Consolidated Financial Statements. 2 3 TERRA INDUSTRIES INC. CONSOLIDATED STATEMENTS OF OPERATIONS (in thousands, except per-share amounts) (unaudited)
Three Months Ended Six Months Ended June 30, June 30, --------------------- --------------------- 1994 1993 1994 1993 -------- -------- ---------- -------- REVENUES Net sales $ 804,211 $ 643,529 $1,059,475 $ 807,153 Other income, net 14,041 9,702 18,281 13,188 - - ------------------------------------------------------------------------------------------------ 818,252 653,231 1,077,756 820,341 - - ------------------------------------------------------------------------------------------------ COSTS AND EXPENSES Cost of sales 675,711 541,428 897,685 681,611 Depreciation and amortization 4,604 3,856 9,060 7,757 Selling, general and administrative expense 59,866 50,642 100,172 84,137 Equity in (earnings) of unconsolidated affiliates (590) (940) (36) (940) Interest income (1,127) (802) (1,983) (1,868) Interest expense 2,906 3,575 5,841 6,652 - - ------------------------------------------------------------------------------------------------ 741,370 597,759 1,010,739 777,349 - - ------------------------------------------------------------------------------------------------ Income before income taxes and extraordinary item 76,882 55,472 67,017 42,992 Income tax provision 28,980 15,899 25,400 12,155 - - ------------------------------------------------------------------------------------------------ Income before extraordinary item 47,902 39,573 41,617 30,837 Extraordinary loss on early retirement of debt --- --- 2,614 --- - - ------------------------------------------------------------------------------------------------ NET INCOME $ 47,902 $ 39,573 $ 39,003 $ 30,837 ================================================================================================ EARNINGS PER SHARE: Income before extraordinary item $ 0.68 $ 0.57 $ 0.59 $ 0.45 Extraordinary loss on early retirement of debt --- --- (0.04) --- - - ------------------------------------------------------------------------------------------------ NET INCOME $ 0.68 $ 0.57 $ 0.55 $ 0.45 ================================================================================================ WEIGHTED AVERAGE NUMBER OF SHARES OUTSTANDING 70,712 69,022 70,336 69,033 ================================================================================================ CASH DIVIDENDS DECLARED PER SHARE $ 0.02 $ --- $ 0.04 $ --- ================================================================================================
See accompanying Notes to the Consolidated Financial Statements. 3 4 TERRA INDUSTRIES INC. CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY SIX MONTHS ENDED JUNE 30, 1994 AND 1993 (in thousands) (unaudited)
Cumulative Common Trust Paid-In Translation Accumulated Shares Shares Capital Adjustment Deficit Total - - ----------------------------------------------------------------------------------------------------------- Balance at December 31, 1992 $83,931 $22,312 $531,609 $ --- $(416,376) $221,476 Exchange of HBMS Special Shares 1,145 (668) (477) --- --- --- Exercise of stock options 16 --- 38 --- --- 54 Translation adjustment --- --- --- (66) --- (66) Stock Incentive Plan 4 --- 7 --- --- 11 Net income --- --- --- --- 30,837 30,837 - - ----------------------------------------------------------------------------------------------------------- Balance at June 30, 1993 $85,096 $21,644 $531,177 $ (66) $(385,539) $252,312 ===========================================================================================================
Cumulative Common Trust Paid-In Translation Accumulated Shares Shares Capital Adjustment Deficit Total - - ----------------------------------------------------------------------------------------------------------- Balance at December 31, 1993 $122,257 $ --- $516,128 $ (488) $(394,917) $242,980 Stock Incentive Plan 120 --- 847 --- --- 967 Exercise of stock options 442 --- 1,764 --- --- 2,206 Conversion of Convertible Debentures 731 --- 5,176 --- --- 5,907 Translation Adjustment --- --- --- (307) --- (307) Dividends --- --- --- --- (2,800) (2,800) Net income --- --- --- --- 39,003 39,003 - - ----------------------------------------------------------------------------------------------------------- Balance at June 30, 1994 $123,550 $ --- $523,915 $ (795) $(358,714) $287,956 ===========================================================================================================
See accompanying Notes to the Consolidated Financial Statements. 4 5 TERRA INDUSTRIES INC. CONSOLIDATED STATEMENTS OF CASH FLOWS (in thousands) (unaudited)
Six Months Ended June 30, ------------------------- 1994 1993 -------- -------- OPERATING ACTIVITIES Net income $ 39,003 $ 30,837 Adjustments to reconcile net income to net cash (used in) provided by operating activities: Depreciation and amortization 9,060 7,757 Deferred income taxes 20,902 5,494 Extraordinary loss on early retirement of debt 2,614 --- Equity in earnings of unconsolidated affiliates (36) --- Other 533 508 Changes in current assets and liabilities, excluding working capital purchased/sold: Accounts receivable (241,589) (223,463) Inventories (22,032) 20,160 Other current assets (1,214) 2,241 Accounts payable 193,442 134,573 Accrued and other liabilities (16,945) (5,887) Other (1,526) (1,001) - - ----------------------------------------------------------------------------------------- Net cash used in operating activities (17,788) (28,781) - - ----------------------------------------------------------------------------------------- INVESTING ACTIVITIES Discontinued operations (1,794) (3,337) Purchase of property, plant and equipment (20,978) (13,431) Acquisitions (13,833) (17,160) Proceeds from investments 582 --- Sale of assets --- 5,773 - - ----------------------------------------------------------------------------------------- Net cash used in investing activities (36,023) (28,155) - - ----------------------------------------------------------------------------------------- FINANCING ACTIVITIES Short-term borrowings -- net 100,007 42,628 Premium paid on retirement of convertible debentures (2,533) --- Principal payments on long-term debt (67,344) (6,468) Dividends (2,800) --- Exercise of stock options 2,206 --- - - ----------------------------------------------------------------------------------------- Net cash provided by financing activities 29,536 36,160 - - ----------------------------------------------------------------------------------------- Foreign exchange effect on cash and short-term investments (307) --- - - ----------------------------------------------------------------------------------------- Decrease in cash and short-term investments (24,582) (20,776) Cash and short-term investments at beginning of period 65,102 121,789 - - ----------------------------------------------------------------------------------------- CASH AND SHORT-TERM INVESTMENTS AT END OF PERIOD $ 40,520 $101,013 =========================================================================================
See accompanying Notes to the Consolidated Financial Statements. 5 6 TERRA INDUSTRIES INC. NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (unaudited) 1. The accompanying unaudited consolidated financial statements and notes thereto contain all adjustments necessary to summarize fairly the financial position of Terra Industries Inc. and all majority-owned subsidiaries (the Corporation) and the results of the Corporation's operations for the periods presented. All such adjustments are of a normal recurring nature. Because of the seasonal nature of the Corporation's operations and effects of weather-related conditions in several of its marketing areas, earnings of any single reporting period should not be considered as indicative of results for a full year. These statements should be read in conjunction with the Corporation's 1993 Annual Report to Stockholders. 2. Per-share data are based on the weighted average number of Common Shares that would become outstanding after allowing for the full exchange of Hudson Bay Mining and Smelting Co., Limited Special Shares held by the public and exercise of outstanding stock options. All previously unexchanged Special Shares were automatically exchanged for Common Shares of the Corporation on July 6, 1993. 3. Inventories consisted of the following:
June 30, December 31, June 30, (in thousands) 1994 1993 1993 --------------------------------------------------------------- Raw materials $ 28,751 $ 22,983 $ 20,621 Finished goods 239,606 222,012 183,483 --------------------------------------------------------------- Total $268,357 $244,995 $204,104 ===============================================================
4. The Corporation and certain of its subsidiaries are involved in various legal actions and claims, including environmental matters, arising during the normal course of business. Although it is not possible to predict with any certainty the outcome of such matters, it is the opinion of management that these matters will not have a material adverse effect on the Corporation. 5. On April 8, 1993, a wholly owned subsidiary of the Corporation, Terra International (Canada) Inc. (Terra Canada) purchased working capital and acquired rights to an anhydrous ammonia production and related upgrading facilities located at Courtright, Ontario (the nitrogen plant) effective as of March 31, 1993. In addition, Terra Canada purchased interests in 32 farm service centers. Thirty of the service centers are owned by corporations in which Terra Canada has a 50% interest; the remaining two centers are wholly owned by Terra Canada. The assets and liabilities as of March 31, 1993 are reflected in the Consolidated Statements of Financial Position. Operating results for the first quarter of 1993, prior to the date of acquisition, are not included in the Consolidated Statements of Operations for the six months ended June 30, 1993. On December 31, 1993, Terra International, Inc. purchased net assets of certain operations of Asgrow Florida Company, Inc. (Asgrow Florida), a distributor of fertilizer, chemicals and seed. Asgrow Florida operated 12 distribution centers and was a supplier to the vegetable and ornamental markets, mostly in Florida. 6 7 Terra Canada's and Asgrow Florida's operating results are included in the Consolidated Statements of Operations for 1994. The following table represents unaudited pro forma summary results of operations as if both acquisitions had occurred at the beginning of 1993:
Three Months Ended Six Months Ended (in thousands, except per-share data) June 30, 1993 June 30, 1993 ------------------------------------------------------------------------------ Revenues $ 674,100 $887,700 Net income $ 39,615 $ 31,847 Net income per share $ 0.57 $ 0.46 ------------------------------------------------------------------------------
The pro forma operating results were adjusted to include lease expense rather than depreciation for the nitrogen plant, increased costs of seed sales, amortization of intangibles, interest expense on the acquisition borrowings and the effect of income taxes. The pro forma information listed above does not purport to be indicative of the results that would have been obtained if the operations were combined during the above periods, and is not intended to be a projection of future operating results or trends. 6. During March 1994, the Corporation redeemed $72.1 million of 8.5% Convertible Subordinated Debentures due 2012 at the required redemption price of 103.4% of par value. During the 20-day notice period, holders of $5.9 million chose to convert their debentures into Common Stock of the Corporation at the conversion price of $8.083 per Common Share. The Corporation issued 730,768 Common Shares and paid cash for fractional shares. The Corporation funded the redemption from available cash balances and short-term credit lines. The Corporation may issue, subject to market conditions, new, long-term convertible debt in an amount which would exceed the debt redeemed. 7. During March 1994, the Corporation entered into an agreement to sell its receivables. Under this agreement, which expires March 31, 1996, the Corporation may sell an undivided interest in a designated pool of its accounts receivable and receive $50 million in proceeds. Undivided interests in new receivables may be sold as collections reduce previously sold interests. The undivided interests are sold at a discount that is included in selling, general and administrative expenses in the Consolidated Statement of Operations. As of June 30, 1994, $50 million in proceeds had been received under this agreement. 7 8 MANAGEMENT'S DISCUSSION AND ANALYSIS OF RESULTS OF OPERATIONS AND FINANCIAL CONDITION RESULTS OF OPERATIONS QUARTER ENDED JUNE 30, 1994, COMPARED WITH QUARTER ENDED JUNE 30, 1993 Second quarter 1994 net income of $47.9 million was $8.3 million favorable to the $39.6 million net income in the second quarter of 1993. The Corporation's operations are seasonal, coincident with crop plantings, which generally results in high second quarter earnings, and losses or low earnings in the other three quarters. The Corporation's operations are classified into two major categories -- Distribution and Manufactured Fertilizer. Total revenues and pretax income for the three months ended June 30, 1994, and 1993 by major operating category were as follows:
Revenues Pretax Income (Loss) - - ----------------------------------------------------------------------------------------- (in thousands) 1994 1993 1994 1993 - - ----------------------------------------------------------------------------------------- Distribution $743,160 $574,982 $63,087 $45,142 Manufactured Fertilizer 83,310 87,725 17,817 16,443 Other -- net of intercompany eliminations (8,218) (9,476) 396 (652) - - ----------------------------------------------------------------------------------------- Operating income 81,300 60,933 Non-operating expenses and net interest expense (4,418) (5,461) - - ----------------------------------------------------------------------------------------- Totals $818,252 $653,231 $76,882 $55,472 =========================================================================================
Distribution second quarter 1994 revenues of $743.2 million increased $168.2 million from 1993 levels due to increased agricultural chemicals and fertilizers sales volumes and a $17.1 million sales increase in Florida due principally to the Asgrow acquisition completed in December 1993. Sales volumes were higher than the 1993 second quarter due to increased planted acreage and favorable weather conditions in the current period in contrast to the excessive ground moisture and below normal temperatures in 1993, which delayed field work across most of the Corporation's market areas. Sales also increased because of the number of sales people and locations added during the past year. Distribution second quarter pretax income of $63.1 million was $17.9 million higher than in 1993 due to the increased sales levels, partially offset by higher selling and administrative expenses. Selling and administrative expenses increased $9.4 million due principally to new locations, normal wage increases, and sales force additions. Manufactured Fertilizer revenues of $83.3 million during the 1994 second quarter decreased $4.4 million from 1993 due to favorable weather enabling early field work during the first quarter of 1994 compared with later field work in 1993. Second quarter 1994 operating income for the Manufactured Fertilizer business was $1.4 million more than the same period in 1993 principally as the result of higher selling prices which increased an average 4% over 1993 levels. Pricing gains were partially offset by sales volumes 11% under the prior year and increased production costs. For the three months ended June 30, 1994, interest expense totaled $2.9 million compared with $3.6 million for the same period in 1993. The $0.7 million decrease in interest expense was primarily due to the redemption of the convertible subordinated debentures during the first quarter. 8 9 Second quarter 1994 income taxes were provided at an estimated annual effective rate of 37.2% versus 28.0% in the 1993 second quarter. The lower rate in 1993 resulted from the utilization of previously unrecognized capital loss carryforwards. SIX MONTHS ENDED JUNE 30, 1994, COMPARED WITH SIX MONTHS ENDED JUNE 30, 1993 The Corporation recorded income before extraordinary item of $41.6 million, $0.59 per share, on revenues of $1,077.8 million for the first half of 1994, compared with income before extraordinary item of $30.8 million, $0.45 per share, on revenues of $820.3 million for the same period in 1993. The net income after extraordinary loss on early retirement of debt was $39.0 million, or $0.55 per share for the first half of 1994, compared with net income of $30.8 million, or $0.45 per share for the same period in 1993. An extraordinary loss of $2.6 million, net of federal income taxes, was realized on the redemption of outstanding 8.5% convertible debentures and included a 3.4% redemption premium and unamortized issue costs. Total revenues and pretax income for the six months ended June 30, 1994 and 1993 by major operating category were as follows:
Pretax Income (Loss) Revenues Before Extraordinary Item - - ---------------------------------------------------------------------------------------------------- (in thousands) 1994 1993 1994 1993 - - ---------------------------------------------------------------------------------------------------- Distribution $ 949,638 $710,135 $50,188 $31,082 Manufactured Fertilizer 137,466 120,512 24,805 21,364 Other -- net of intercompany eliminations (9,348) (10,306) (130) (693) - - ---------------------------------------------------------------------------------------------------- Operating income 74,863 51,753 Non-operating expenses and net interest expense (7,846) (8,761) - - ---------------------------------------------------------------------------------------------------- Totals $1,077,756 $820,341 $67,017 $42,992 ====================================================================================================
Distribution first half 1994 revenues of $949.6 million increased $239.5 million from the 1993 comparable period primarily due to increased selling prices for products and higher sales volumes and a $40.2 million sales increase in Florida resulting primarily from the Asgrow acquisition completed in December 1993. Gross profits increased $35.7 million reflecting higher sales volumes of distributed fertilizers and improved chemical volumes and margins. Selling expenses increased $15.9 million and were primarily attributable to normal wage increases and higher employment levels from locations added in the prior year. Manufactured Fertilizer revenues of $137.5 million for the 1994 first half increased $17.0 million from the comparable period in 1993 due principally to acquisition of the Courtright nitrogen plant at the end of March 1993 and higher selling prices and sales volumes. The Courtright nitrogen plant contributed $57.9 million to 1994 first half revenues compared with $42.7 million in the 1993 first half. Pretax income increased $3.4 million principally due to selling prices which increased an average 6% over prior years levels. Price increases were partially offset by higher manufacturing costs resulting from a 12% increase to natural gas costs. Net non-operating expenses, comprised of corporate administrative expenses and interest expense net of interest income, decreased $0.9 million to $7.8 million in 1994 due to the redemption of the 8.5% convertible subordinated debentures. The estimated annual effective tax rate increased from 28.0% during 1993 to 37.2% in 1994 due to utilization of previously unrecognized capital loss carryforwards in 1993. 9 10 CHANGES IN FINANCIAL CONDITION SINCE YEAR-END The Corporation used $17.8 million in cash to fund operations during the first half of 1994 primarily due to seasonal increases in accounts receivable. Short-term borrowings increased $100.0 million to fund seasonal working capital requirements and retirement of long-term debt. The redemption of the 8.5% Convertible Subordinated Debentures utilized $68.7 million of cash, which management may replenish through a new securities offering. Capital expenditures of $21.0 million in the first six months of 1994 compare to $13.4 million for the same period in 1993. The 1994 capital expenditures include $8.6 million for the completion of the methanol manufacturing plant at the Woodward, Oklahoma manufacturing facility. Completion of the project with the start-up of production and sales of methanol occurred during the second quarter. Cash used for acquisitions includes an $8.1 million payment on working capital acquired with the Asgrow Florida purchase and $5.7 million represents payments made on six acquisitions of additional service centers. During June 1994, the Corporation announced it had signed a letter of intent to acquire a one-third interest in Royster-Clark, Inc., which has annual sales of approximately $200 million and operates over 100 farm service centers on the east coast. The Corporation will have the right under certain circumstances to increase its ownership to a majority holder within five years. Subject to due diligence and execution of definitive agreements, the Corporation may fund the payment from available cash and unused credit lines. Proceeds of $50 million were received from the agreement to sell receivables that the Corporation entered into during March 1994. The funds were used to reduce seasonal borrowings and for general corporate purposes. The cash proceeds were reported as operating cash flows in the Consolidated Statements of Cash Flows. The $19.0 million decrease in non-current deferred tax assets represents the estimated utilization of NOL carryforwards that are available to offset a portion of current year federal income taxes. The Corporation had unused domestic credit lines of $74.0 million and unused Canadian credit lines of $14.0 million at June 30, 1994. The Corporation believes its cash balances and credit lines are sufficient to provide for its ongoing working capital requirements. The Corporation intends to continue to evaluate attractive acquisition opportunities. In the event any major acquisition is made, the Corporation may seek to obtain additional funds from future debt financings or offerings of equity securities. 10 11 PART II. OTHER INFORMATION ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS. None. ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K. (A) EXHIBITS None (B) REPORTS ON FORM 8-K None SIGNATURE Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. TERRA INDUSTRIES INC. Date: July 29, 1994 /s/ Francis G. Meyer -------------------------- Francis G. Meyer Vice President and Chief Financial Officer and a duly authorized signatory 11 -----END PRIVACY-ENHANCED MESSAGE-----