-----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, LFxpA1XR4rUugREBDJz40M36mv+2L3bhD1nnuyOcBdtufbpL+WW4bVNLwraQnTt/ /hO5N7f67Og3GtXN2WrxUw== 0001104659-10-016765.txt : 20100326 0001104659-10-016765.hdr.sgml : 20100326 20100326165139 ACCESSION NUMBER: 0001104659-10-016765 CONFORMED SUBMISSION TYPE: 425 PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20100326 DATE AS OF CHANGE: 20100326 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: 425 SEC ACT: 1934 Act SEC FILE NUMBER: 001-08520 FILM NUMBER: 10708201 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: CF Industries Holdings, Inc. CENTRAL INDEX KEY: 0001324404 STANDARD INDUSTRIAL CLASSIFICATION: AGRICULTURE CHEMICALS [2870] IRS NUMBER: 202697511 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 425 BUSINESS ADDRESS: STREET 1: 4 PARKWAY NORTH STREET 2: SUITE 400 CITY: DEERFIELD STATE: IL ZIP: 60015 BUSINESS PHONE: (847) 405-2400 MAIL ADDRESS: STREET 1: 4 PARKWAY NORTH STREET 2: SUITE 400 CITY: DEERFIELD STATE: IL ZIP: 60015 425 1 a10-7212_1425.htm 425

 

Filed by CF Industries Holdings, Inc.

(Commission File No. 001-32597)

Pursuant to Rule 425 under the Securities Act of 1933

 

Subject Company:

Terra Industries Inc.

(Commission File No. 001-08520)

 

On March 26, 2010, CF Industries Holdings, Inc. sent the following notice to stockholders of Terra Industries Inc.:

 

CF Industries Offer for Terra Industries Scheduled to Expire at
12:00 Midnight, New York City Time, On April 2, 2010

 

Stockholders Urged to Check Internal Custodial Tender Deadlines
in Light of Expiration on Good Friday (April 2nd)

 

Attention Terra Stockholders:

 

The Offer by CF Industries Holdings, Inc. is scheduled to expire at 12:00 Midnight, New York City Time, on April 2, 2010 (the “Expiration Date”), unless extended.

 

The New York Stock Exchange will be closed on the Expiration Date because of its observance of Good Friday as a holiday.  As a result, brokers, dealers, commercial banks, trust companies and other nominees may also be closed for business or have limited staffing on the Expiration Date.

 

Stockholders who hold their shares of Terra common stock in Street name (i.e., through a broker, dealer, commercial bank, trust company or other nominee) may only tender shares by providing instructions to their nominees.  Stockholders are urged to contact their nominees to determine any deadlines for tendering their shares, as nominees may have internal deadlines prior to the Expiration Date.

 

Stockholders with any questions or that need assistance in tendering their shares may call the Information Agent for the Offer:

 

Innisfree M&A Incorporated

Stockholders May Call Toll Free: 877-456-3507

Banks and Brokers May Call Collect: 212-750-5833

 

Additional Information

This communication relates to the offer (the “Offer”) by Composite Merger Corporation (“Composite”), an indirect wholly-owned subsidiary of CF Industries Holdings, Inc. (“CF Industries”), to exchange each issued and outstanding share of common stock of Terra

 


 

Industries Inc. (“Terra”) for $37.15 in cash and 0.0953 shares of CF Industries’ common stock.  This communication is for informational purposes only and does not constitute an offer to exchange, or a solicitation of an offer to exchange, shares of Terra common stock, nor is it a substitute for the Tender Offer Statement on Schedule TO or the preliminary Prospectus/Offer to Exchange included in the Registration Statement on Form S-4 (collectively with a Letter of Transmittal and related documents and as amended from time to time, the “Exchange Offer Documents”) filed by CF Industries and Composite with the Securities and Exchange Commission (the “SEC”). The Registration Statement has not yet become effective.  The Offer is made only through the Exchange Offer Documents.

 

Security holders and investors may obtain any of the foregoing documents for free by visiting EDGAR on the SEC website at www.sec.gov or by calling Innisfree M&A Incorporated toll-free at (877) 456-3507.  INVESTORS AND SECURITY HOLDERS ARE URGED TO READ THESE DOCUMENTS AND OTHER RELEVANT MATERIALS AS THEY BECOME AVAILABLE, BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION.

 

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