-----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, OqSdmPc1ppidE8Kx76jzFhZr4hGO2dAOl27OKBCxdGeN+cqyv4FqT2Mg2Drakr+6 BxjHEmD7n4VdscnAezArgQ== 0000947871-98-000332.txt : 19981019 0000947871-98-000332.hdr.sgml : 19981019 ACCESSION NUMBER: 0000947871-98-000332 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19981016 SROS: NYSE SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: TERRA NITROGEN CO L P /DE CENTRAL INDEX KEY: 0000879575 STANDARD INDUSTRIAL CLASSIFICATION: AGRICULTURE CHEMICALS [2870] IRS NUMBER: 731389684 STATE OF INCORPORATION: MD FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: SEC FILE NUMBER: 005-46987 FILM NUMBER: 98727062 BUSINESS ADDRESS: STREET 1: TERRA CENTRE 600 FOURTH STREET STREET 2: PO BOX 6000 CITY: SIOUX CITY STATE: IA ZIP: 51102-6000 BUSINESS PHONE: 7122771340 MAIL ADDRESS: STREET 1: TERRA CENTER 600 FOURTH STREET STREET 2: PO BOX 6000 CITY: SIOUX CITY STATE: IA ZIP: 51102-6000 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: MINORCO /FI CENTRAL INDEX KEY: 0000801693 STANDARD INDUSTRIAL CLASSIFICATION: [] FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: BOITE POSTALE 185 CITY: L 2011 LUXEMBOURG STATE: N4 MAIL ADDRESS: STREET 1: BOITE POSTALE 185 CITY: L 2011 LUXEMBOURG STATE: N4 FORMER COMPANY: FORMER CONFORMED NAME: MINORCO /FI DATE OF NAME CHANGE: 19981014 SC 13D/A 1 AMENDMENT NO. 4 TO SCHEDULE 13D SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 4) Terra Nitrogen Company, L.P. (Name of Issuer) Common Units of Limited Partnership Interests (Title of Class of Securities) 881005 20 1 (CUSIP Number) George H. Valentine N. Jordan Corporate Secretary Secretary Terra Industries Inc. Minorco Terra Centre Taurus International S.A. 600 Fourth Street Taurus Investments S.A. Sioux City, IA 51102-6000 Boite Postale 185 Telephone: (712) 277 1340 L-2011 Luxembourg City Luxembourg Telephone: 011-352-404-1101 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) October 15, 1998 (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 Schedule 13D, and is filing this schedule because of ss.ss. 240.13d- 1(e), 240.13d-1(f) or 240.13d-1(g), check the following box |_|. Page 1 of 33 CUSIP No. 881005 20 1 (1) Name of Reporting Person S.S. or I.R.S. Identification No. of Above Person TERRA NITROGEN CORPORATION (2) Check the Appropriate Box if a Member of a Group (See Instructions) |_| (a) |_| (b) (3) SEC Use Only (4) Source of Funds (5) Check if Disclosure of Legal Proceedings is Required Pursuant to Item 2(d) or 2(e). (6) Citizenship or Place of Organization Delaware Number of (7) Sole Voting Power 0 Shares Beneficially (8) Shared Voting Power 11,172,414 (See Item 5) Owned by Each (9) Sole Dispositive Power 0 Reporting Person With (10) Shared Dispositive Power 11,172,414 (See Item 5) (11) Aggregate Amount Beneficially Owned by Each Reporting Person 11,172,414 (See Item 5) (12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares (13) Percent of Class Represented by Amount in Row (11) 60.4% (14) Type of Reporting Person (See Instructions) CO Page 2 of 33 CUSIP No. 881005 20 1 (1) Name of Reporting Person S.S. or I.R.S. Identification No. of Above Person TERRA CAPITAL, INC. (Due to direct ownership of 1,607,400 Common Units and solely due to indirect ownership of 11,172,414 Common Units through its wholly owned subsidiary, Terra Nitrogen Corporation.) (2) Check the Appropriate Box if a Member of a Group (See Instructions) |_| (a) |_| (b) (3) SEC Use Only (4) Source of Funds (5) Check if Disclosure of Legal Proceedings is Required Pursuant to Item 2(d) or 2(e). (6) Citizenship or Place of Organization Delaware Number of (7) Sole Voting Power 0 Shares Beneficially (8) Shared Voting Power 12,779,814 Common Units Owned by (See Item 5) Each (9) Sole Dispositive Power 0 Reporting Person With (10) Shared Dispositive Power 12,779,814 Common Units (See Item 5) (11) Aggregate Amount Beneficially Owned by Each Reporting Person 12,779,814 Common Units (12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares (13) Percent of Class Represented by Amount in Row (11) 69.1% (14) Type of Reporting Person (See Instructions) CO Page 3 of 33 CUSIP No. 881005 20 1 (1) Name of Reporting Person S.S. or I.R.S. Identification No. of Above Person TERRA CAPITAL HOLDINGS, INC. (Solely due to indirect ownership through its wholly owned subsidiary, Terra Capital, Inc.) (2) Check the Appropriate Box if a Member of a Group (See Instructions) |_| (a) |_| (b) (3) SEC Use Only (4) Source of Funds (5) Check if Disclosure of Legal Proceedings is Required Pursuant to Item 2(d) or 2(e). (6) Citizenship or Place of Organization Delaware Number of (7) Sole Voting Power 0 Shares Beneficially (8) Shared Voting Power 12,779,814 Common Units Owned by Each (9) Sole Dispositive Power 0 Reporting Person With (10) Shared Dispositive Power 12,779,814 Common Units (11) Aggregate Amount Beneficially Owned by Each Reporting Person 12,779,814 Common Units (12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares (13) Percent of Class Represented by Amount in Row (11) 69.1% (14) Type of Reporting Person (See Instructions) CO Page 4 of 33 CUSIP No. 881005 20 1 (1) Name of Reporting Person S.S. or I.R.S. Identification No. of Above Person TERRA INDUSTRIES INC. (Solely due to indirect ownership through its wholly owned subsidiary, Terra Capital Holdings, Inc.) (2) Check the Appropriate Box if a Member of a Group (See Instructions) |_| (a) |_| (b) (3) SEC Use Only (4) Source of Funds (5) Check if Disclosure of Legal Proceedings is Required Pursuant to Item 2(d) or 2(e). (6) Citizenship or Place of Organization Maryland Number of (7) Sole Voting Power 0 Shares Beneficially (8) Shared Voting Power 12,779,814 Common Units Owned by Each (9) Sole Dispositive Power 0 Reporting Person With (10) Shared Dispositive Power 12,779,814 Common Units (11) Aggregate Amount Beneficially Owned by Each Reporting Person 12,779,814 Common Units (12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares (13) Percent of Class Represented by Amount in Row (11) 69.1% (14) Type of Reporting Person (See Instructions) CO Page 5 of 33 CUSIP No. 881005 20 1 (1) Name of Reporting Person S.S. or I.R.S. Identification No. of Above Person TAURUS INVESTMENTS S.A. (Solely due to indirect ownership through its ownership of the common stock of Terra Industries Inc.) (2) Check the Appropriate Box if a Member of a Group (See Instructions) |_| (a) |_| (b) (3) SEC Use Only (4) Source of Funds (5) Check if Disclosure of Legal Proceedings is Required Pursuant to Item 2(d) or 2(e). (6) Citizenship or Place of Organization Luxembourg Number of (7) Sole Voting Power 0 Shares Beneficially (8) Shared Voting Power 12,779,814 Common Units Owned by Each (9) Sole Dispositive Power 0 Reporting Person With (10) Shared Dispositive Power 12,779,814 Common Units (11) Aggregate Amount Beneficially Owned by Each Reporting Person 12,779,814 Common Units (12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares (13) Percent of Class Represented by Amount in Row (11) 69.1% (14) Type of Reporting Person (See Instructions) CO Page 6 of 33 CUSIP No. 881005 20 1 (1) Name of Reporting Person S.S. or I.R.S. Identification No. of Above Person TAURUS INTERNATIONAL S.A. (Solely due to indirect ownership through its ownership of the common stock of Terra Industries Inc.) (2) Check the Appropriate Box if a Member of a Group (See Instructions) |_| (a) |_| (b) (3) SEC Use Only (4) Source of Funds (5) Check if Disclosure of Legal Proceedings is Required Pursuant to Item 2(d) or 2(e). (6) Citizenship or Place of Organization Luxembourg Number of (7) Sole Voting Power 0 Shares Beneficially (8) Shared Voting Power 12,779,814 Common Units Owned by Each (9) Sole Dispositive Power 0 Reporting Person With (10) Shared Dispositive Power 12,779,814 Common Units (11) Aggregate Amount Beneficially Owned by Each Reporting Person 12,779,814 Common Units (12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares (13) Percent of Class Represented by Amount in Row (11) 69.1% (14) Type of Reporting Person (See Instructions) CO Page 7 of 33 CUSIP No. 881005 20 1 (1) Name of Reporting Person S.S. or I.R.S. Identification No. of Above Person MINORCO (Solely due to indirect ownership through its wholly owned subsidiaries, Taurus International S.A. and 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 (5) Check if Disclosure of Legal Proceedings is Required Pursuant to Item 2(d) or 2(e). (6) Citizenship or Place of Organization Luxembourg Number of (7) Sole Voting Power 0 Shares Beneficially (8) Shared Voting Power 12,779,814 Common Units Owned by Each (9) Sole Dispositive Power 0 Reporting Person With (10) Shared Dispositive Power 12,779,814 Common Units (11) Aggregate Amount Beneficially Owned by Each Reporting Person 12,779,814 Common Units (12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares (13) Percent of Class Represented by Amount in Row (11) 69.1% (14) Type of Reporting Person (See Instructions) CO Page 8 of 33 Item 1. Security and Issuer. This Amendment No.4 amends the Schedule 13D dated March 31, 1997 of the Reporting Persons (as amended by Amendments Nos. 1, 2 and 3, the "Schedule 13D") relating to Common Units of limited partnership interests (the "Common Units" ) of Terra Nitrogen Company, L.P., a Delaware limited partnership ("TNCLP"). The principal executive offices of TNCLP are at 600 Fourth Street, Sioux City, Iowa 51101. Item 4. Purpose of Transaction. Item 4 of the Schedule 13D is hereby amended by the insertion of the following additional paragraph at the end thereof: "The boards of directors of Anglo American Corporation of South Africa Limited and Minorco have announced that they have agreed in principle to combine their businesses. It is a condition of the proposed transaction that Minorco divest itself of all of the shares of common stock of Terra Industries Inc., which has an indirect beneficial ownership of Common Units, prior to the completion of the transaction, which is currently expected to take place by the end of the first quarter of 1999. Minorco intends to effect a disposition to comply with this condition. Minorco will determine the method of this disposal based on market and other conditions." Page 9 of 33 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. TERRA NITROGEN CORPORATION By: /s/ George H. Valentine ------------------------------------- Name: George H. Valentine Title: Vice President TERRA CAPITAL, INC. By: /s/ George H. Valentine ------------------------------------- Name: George H. Valentine Title: Corporate Secretary TERRA CAPITAL HOLDINGS, INC. By: /s/ George H. Valentine ------------------------------------- Name: George H. Valentine Title: Corporate Secretary TERRA INDUSTRIES INC. By: /s/ George H. Valentine ------------------------------------- Name: George H. Valentine Title: Corporate Secretary Dated: October 16, 1998 Page 10 of 33 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. TAURUS INVESTMENTS S.A. By: /s/ N. Jordan ------------------------------------- Name: N. Jordan Title: Secretary TAURUS INTERNATIONAL S.A. By: /s/ N. Jordan ------------------------------------- Name: N. Jordan Title: Secretary MINORCO By: /s/ N. Jordan ------------------------------------- Name: N. Jordan Title: Secretary Dated: October 16, 1998 Page 11 of 33 ANNEX A I. The following table sets forth certain information concerning each of the Directors and Officers of Terra Nitrogen Corporation ("TNC").
Name: Michael L. Bennett (Director, President and CEO) Citizenship: United States of America Business Address: Terra Centre, 600 Fourth Street P.O. Box 6000 Sioux City, IA 51102-6000 Principal Occupation: Chief Operating Officer, Terra; President and CEO, TNC Name: Burton M. Joyce (Chairman and Director) Citizenship: United States of America Business Address: Terra Centre 600 Fourth Street, P.O. Box 6000 Sioux City, Iowa 51102-6000 Principal Occupation: President and Chief Executive Officer, Terra Name: Francis G. Meyer (Director, Vice President) Citizenship: United States of America Business Address: Terra Centre, 600 Fourth Street, P.O. Box 6000 Sioux City, Iowa 51102-6000 Principal Occupation: Senior Vice President and Chief Financial Officer, Terra Name: George H. Valentine (Vice President and General Counsel) Citizenship: United States of America Business Address: Terra Centre, 600 Fourth Street, P.O. Box 6000 Sioux City, Iowa 51102-6000 Principal Occupation: Senior Vice President, General Counsel and Corporate Secretary, Terra Name: W. Mark Rosenbury Citizenship: United States of America Business Address: Terra Centre, 600 Fourth Street, P.O. Box 6000 Sioux City, Iowa 51102-6000 Principal Occupation: Vice President, European Operations and Managing Director, Terra Nitrogen (U.K.) Limited, Terra Name: S. Wesley Haun (Vice President) Citizenship: United States of America Business Address: Terra Centre, 600 Fourth Street, P.O. Box 6000
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Sioux City, Iowa 51102-6000 Principal Occupation: Vice President, Energy Name: Charles J. Pero (Vice President) Citizenship: United States of America Business Address: Terra Centre, 600 Fourth Street, P.O. Box 6000 Sioux City, Iowa 51102-6000 Principal Occupation: Vice President, Human Resources Name: Robert W. Todd (Director) Citizenship: United States of America Business Address: 1013 A Buckingham Drive Lakehurst, New Jersey 08733 Principal Occupation: Vice President, Chemical Industry Services (retired) Citibank N.A. Name: Steven A. Savage (Senior Vice President, Manufacturing) Beneficially owns 4,000 Common Units Citizenship: United States of America Business Address: 5100 E. Skelly Drive, Suite 800 Tulsa, Oklahoma 74135-6565 Principal Occupation: Senior Vice President, Manufacturing, TNC Name: Dennis B. Longmire (Director) Citizenship: United States of America Business Address: 251 O'Connor Ridge Blvd., Suite 300 Irving, Texas 75038 Principal Occupation: Chairman of the Board and Chief Executive Officer of Darling International Inc. Name: Paula C. Norton Citizenship: United States of America Business Address: Terra Centre 600 Fourth Street, P.O. Box 6000 Sioux City, Iowa 51102-6000 Principal Occupation: Vice President, Corporate and Investor Relations, Terra
II. The following table sets forth certain information concerning each of the Directors and Officers of Terra Capital, Inc. Page 13 of 33 The following list sets forth the names of certain Directors and Officers of Terra Capital, Inc. and the sections of this Annex A in which other information concerning them is set out, to which sections reference is hereby made:
Francis G. Meyer (Director, Vice President and Treasurer) SECTION I George H. Valentine (Director, Vice President and Corporate SECTION I Secretary) Michael L. Bennett (Director, Vice President) SECTION I Burton M. Joyce (Director, President) SECTION I
III. The following table sets forth certain information concerning each of the Directors and Officers of Terra Capital Holdings, Inc. The following list sets forth the names of certain Directors and Officers of Terra Capital Holdings, Inc. and the sections of this Annex A in which other information concerning them is set out, to which sections reference is hereby made:
Burton M. Joyce (Director, President) SECTION I Francis G. Meyer (Director, Vice President and Treasurer) SECTION I George H. Valentine (Director, Vice President and Corporate SECTION I Secretary)
IV. The following table sets forth certain information concerning each of the Directors and Officers of Terra Industries Inc. The following list sets forth the names of certain Directors and Officers of Terra Industries, Inc. and the sections of this Annex A in which other information concerning them is set out, to which sections reference is hereby made:
Michael L. Bennett (Executive Vice President and SECTION I Chief Operating Officer) Burton M. Joyce (Director, President and SECTION I Chief Executive Officer) Francis G. Meyer (Senior Vice President and SECTION I Chief Financial Officer) Paula C. Norton (Vice President, Corporate and SECTION I Investor Relations) Charles J. Pero (Vice President, Human Resources) SECTION I
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W. Mark Rosenbury (Vice President, European Operations SECTION I and Managing Director, Terra Nitrogen (U.K.)) George H. Valentine (Senior Vice President, General SECTION I Counsel and Corporate Secretary) Name: William R. Loomis, Jr. (Chairman and Director) Citizenship: United States of America Business Address: 30 Rockefeller Plaza, 62nd Floor New York, NY 10020 Principal Occupation: Managing Director, Lazard Freres & Co. LLC 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) Director, Minorco Name: Carole L. Brookins (Director) Citizenship: United States of America Business Address: 1150 18th Street, N.W., Suite 275 Washington, D.C. 20036 Principal Occupation: Founder, Chairman and Chief Executive Officer, World Perspectives, Incorporated Name: Edward M. Carson (Director) Citizenship: United States of America Business Address: 707 Wilshire Boulevard, 7th Floor, MAC 2818-078 Los Angeles, CA 90071 Principal Occupation: Retired Chairman and Chief Executive Officer, First Interstate Bancorp Name: David E. Fisher (Director) Citizenship: British Business Address: Boite Postale 185 L-2011 Luxembourg City, Luxembourg Principal Occupation: Finance Director, Minorco Name: Anthony W. Lea (Director) Citizenship: South African Business Address: 40 Holborn Viaduct London, England EC1N 2PQ
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Principal Occupation: Executive Director, Minorco Name: Henry R. Slack (Director) Citizenship: United States of America Business Address: 40 Holborn Viaduct London, England EC1N 2PQ Principal Occupation: President and Chief Executive, Minorco Name: John R. Norton III (Director) Citizenship: United States of America Business Address: 3200 East Camelback Road, Suite 389 Phoenix, Arizona 85018-2328 Principal Occupation: Chairman and Chief Executive Officer, J. R. Norton Company Name: Wynn S. Stevenson (Vice President) Citizenship: United States of America Business Address: Terra Centre, 600 Fourth Street, P.O. Box 6000 Sioux City, Iowa 51102-6000 Principal Occupation: Vice President, Taxes and Corporate Development
V. 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:
D.E. Fisher (Finance Director) SECTION IV A.W. Lea (Executive Director) SECTION IV Name: J. Ogilvie Thompson (Director and Chairman) Citizenship: South African Business Address: 44 Main Street, Johannesburg, 2001 Republic of South Africa Principal Occupation: Chairman of Minorco, Deputy Chairman of De Beers & Centenary, Executive Director & Chairman of AAC, Director of Anglo American Gold Investment Company Limited ("Amgold") (gold investment company) Name: J.R. de Aragao Bozano (Director) Citizenship: Brazilian
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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: A.R. Attwood (Treasurer) Citizenship: British Business Address: 9 rue Sainte Zithe L-2763 Luxembourg City, Luxembourg Principal Occupation: Treasurer, Minorco Name: O.A. Bavinton (Senior Vice President, Exploration) Citizenship: British Business Address: 40 Holborn Viaduct London, England ECIN 2PQ Principal Occupation: Senior Vice President, Exploration, Minorco 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: P.C.D. Burnell (Executive Director) Citizenship: British Business Address: 40 Holborn Viaduct London, England EC1N 2PQ Principal Occupation: Executive Director, Minorco Name: T.H. Claiborne (Vice President) Citizenship: United States Business Address: 40 Holborn Viaduct London, England EC1N 2PQ Principal Occupation: Vice President, Minorco Name: C.B. Corrin (Senior Vice President) Citizenship: British Business Address: 40 Holborn Viaduct London, England EC1N 2PQ Principal Occupation: Senior Vice President, Minorco
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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) Citizenship: Belgian Business Address: 30 Rue Royale, B-1000 Brussels, Belgium Principal Occupation: Chairman, Societe Generale de Belgique (Bank) Name: J.M.N. Evans (Executive Vice President) Citizenship: British Business Address: 40 Holborn Viaduct London, England EC1N 2PQ Principal Occupation: Executive Vice President - Technical, Minorco Name: K.R. Farrell (Controller) Citizenship: British Business Address: 9 rue Sainte Zithe L-2763 Luxembourg City, Luxembourg Principal Occupation: Controller, Minorco Name: M.J. Gordon (Executive Vice President) Citizenship: British Business Address: 40 Holborn Viaduct London, England EC1N 2PQ Principal Occupation: Executive Vice President - Head of Strategic Planning and Special Projects, Minorco Name: F.K.J. Jackson (Senior Vice President) Citizenship: British Business Address: 40 Holborn Viaduct London, England EC1N 2PQ Principal Occupation: Senior Vice President, Minorco Name: N. Jordan (Secretary) Citizenship: British Business Address: 9 rue Sainte Zithe L-2763 Luxembourg City, Luxembourg
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Principal Occupation: Secretary, Minorco Name: B.L. Keisler (Senior Vice President) Citizenship: United States Business Address: 40 Holborn Viaduct London, England EC1N 2PQ Principal Occupation: Senior Vice President, General Counsel and Head of Legal Services, Minorco Name: M.W. King (Director) Citizenship: South African Business Address: 44 Main Street, Johannesburg, 2001 Republic of South Africa Principal Occupation: Executive Director and Deputy Chairman, Director and Finance Division Head, AAC Name: William R. Loomis, Jr. (Director) Citizenship: United States of America Business Address: 30 Rockefeller Plaza, 62nd Floor New York, NY 10020 Principal Occupation: Managing Director, Lazard Freres & Co. LLC; Director and Chairman of the Board, Terra Industries Inc.; Director, Engelhard Corporation Name: J.E. Oppenheimer (Director) Citizenship: German & Brazilian Business Address: Av Pedro de Valdivia 295 Santiago, Chile Principal Occupation: President, Minorco Argentina 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 Chairman, De Beers, Centenary, Deputy Chairman and Director, AAC, Chairman, Amgold Name: C.E. Ritchie (Director) Citizenship: Canadian Business Address: 44 King Street West Toronto, Ontario M5H 1E2
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Principal Occupation: Former Chairman & CEO, Bank of Nova Scotia (Commercial bank) Name: R.S. Robertson (Senior Vice President) Citizenship: British Business Address: 40 Holborn Viaduct London, England EC1N 2PQ Principal Occupation: Senior Vice President and Managing Director, Industrial Minerals Division, Minorco 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: H.F. Torkington (Vice President) Citizenship: British Business Address: 40 Holborn Viaduct London, England EC1N 2PQ Principal Occupation: Vice President & Deputy Head of Corporate Finance, Minorco Name: A.J. Trahar (Director) Citizenship: South African Business Address: 44 Main Street, Johannesburg, 2001 Republic of South Africa Principal Occupation: Executive Director, AAC; Director and Deputy Chairman, Anglo American Industrial Corporation ("Amic"); Executive Chairman, Mondi Limited (Paper manufacturer) Name: D.A. Turner (Senior Vice President) Citizenship: British Business Address: 9, rue Sainte Zithe L-2763 Luxembourg Principal Occupation: Senior Vice President - Finance, Minorco
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Name: N.K. Von Schirnding (Vice President, Investor & Corporate Affairs) Citizenship: South African Business Address: 40 Holborn Viaduct London, England EC1N 2PQ Principal Occupation: Vice President, Investor & Corporate Affairs, Minorco Name: T.C.A. Wadeson (Director) Citizenship: British Business Address: 44 Main Street, Johannesburg, 2001 Republic of South Africa Principal Occupation: Executive Director & Group Technical Director, AAC Name: P.G. Whitcutt (Senior Vice President) Citizenship: South African Business Address: 40 Holborn Viaduct London, England EC1N 2PQ Principal Occupation: Senior Vice President & Head of Corporate Finance, Minorco Name: P.S. Wilmot-Sitwell (Director) Citizenship: British Business Address: 40 Holborn Viaduct London, England EC1N 2PQ Principal Occupation: Chairman, Mercury World Mining Trust Name: J.B. Winter (Director) Citizenship: United States of America Business Address: 10 Winding Lane Orinda, CA 94563 Principal Occupation: Retired - formerly Chief Executive Officer of Magma Copper & BHP Copper. 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
VI. The following table sets forth certain information concerning each of the Directors and Officers of Taurus Investments S.A. The following list sets forth the names of certain Directors and Officers of Page 21 of 33 Taurus Investments S.A. 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 IV A.W. LEA (Director) SECTION IV N. JORDAN (Director) SECTION V D.A. TURNER (Director) SECTION V VII. The following table sets forth certain information concerning each of the Directors and Officers of Taurus International S.A. The following list sets forth the names of certain Directors and Officers of Taurus International S.A. 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 IV N. JORDAN (Director and Secretary) SECTION V D.A. TURNER (Director) SECTION V Page 22 of 33 VIII. 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 V M.W. KING (Executive Director) SECTION V A.W. LEA (Director) SECTION IV N.F. OPPENHEIMER (Deputy Chairman and Director) SECTION V R.S. ROBERTSON (Alternate Director) SECTION V H.R. SLACK (Director) SECTION IV J. OGILVIE THOMPSON (Chairman and Executive Director) SECTION V A.J. TRAHAR (Director) SECTION V T.C.A. WADESON (Group Technical Director) SECTION V G.S. YOUNG (Executive Director) SECTION V Name: P.R.N. Arthur (Alternate Director) Citizenship: South African Business Address 44 Main Street, Johannesburg, 2001 Republic of South Africa Principal Occupation: Alternate Director and General Counsel, AAC Name: P.A. Armstrong (Secretary) Citizenship: South African Business Address: 44 Main Street, Johannesburg, 200, Republic of South Africa Principal Occupation: Secretary, AAC Name: P.M. Baum (Executive Director) Citizenship: South African Business Address: 44 Main Street, Johannesburg, 2001 Republic of South Africa Principal Occupation: Executive Director, AAC and Chief Executive, Anglo American Corporation Services Limited (Services Company) Page 23 of 33
Name: L. Boyd (Executive Director) Citizenship: South African Business Address: 44 Main Street, Johannesburg, 2001 Republic of South Africa Principal Occupation: Executive Director and Deputy Chairman, AAC and Director and Chairman, Amic Name: W.F. Bragg (Alternate Director) Citizenship: British Business Address: 44 Main Street, Johannesburg 2001 Republic of South Africa Principal Occupation: Alternate Director and Finance Manager, Corporate & International Finance Department, AAC 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: C.J. Buys Citizenship: South African Business Address: 44 Main Street, Johannesburg, 2001 Republic of South Africa Principal Occupation: Alternate Director and Senior Economic Consultant, AAC Name: A. Calver (Executive Director) Citizenship: British Business Address: 44 Main Street, Johannesburg, 2001 Republic of South Africa Principal Occupation: Group Deputy Technical Director, Engineering, AAC Name: Dr. J.W. Campbell (Executive Director) Citizenship: British Business Address: 44 Main Street, Johannesburg, 2001 Republic of South Africa Principal Occupation: Executive Director, AAC; Managing Director, De Beers Industrial Diamond Division (Pty) Limited (Diamond trading company), Director and Chairman, Anglo American Coal Corporation Limited ("Amcoal"); Director, De Beers & Centenary.
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Name: R.V. Danchin (Executive Director) Citizenship: Australian Business Address: 44 Main Street, Johannesburg, 2001 Republic of South Africa Principal Occupation: Executive Director, Group Deputy Technical Director, Geology and Chairman, New Mining Business Division, AAC. Name: B.E. Davison (Director) Citizenship: South African Business Address: 28 Harrison Street, Johannesburg, 2001 Republic of South Africa Principal Occupation: Director, AAC and Managing Director, Anglo American Platinum Corporation Limited (Platinum Investment Company) Name: A.D. Deuchar (Executive Director) Citizenship: Australian Business Address: 44 Main Street, Johannesburg, 2001 Republic of South Africa Principal Occupation: Executive Director and Group Deputy Technical Director Metallurgy, AAC Name: J.F. Drysdale (Alternate Director) Citizenship: British Business Address: 44 Main Street, Johannesburg, 2001 Republic of South Africa Principal Occupation: Alternate Director, 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
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Name: D.G.K. Fish (Alternate Director) Citizenship: South African Business Address: 44 Main Street, Johannesburg, 2001 Republic of South Africa Principal Occupation: Alternate Director and Finance Director, New Mining Business Division, AAC. Name: R.M. Godsell (Director) Citizenship: South African Business Address: 44 Main Street, Johannesburg, 2001 Republic of South Africa Principal Occupation: Executive Director and Chief Executive, Anglogold Name: M.J. Henrey (Alternate Director) Citizenship: South African Business Address: 44 Main Street, Johannesburg, 2001 Republic of South Africa Principal Occupation: Alternate Director & 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: Alternate Director & 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: Alternate Director, AAC & Managing Director, Anglo American Farms Limited (farming company).
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Name: J.C.L. Keswick (Director) Citizenship: United Kingdom Business Address: 41 Tower Hill London EC3N 4HA, England Principal Occupation: Director, AAC; Chairman, Hambros Bank Limited; Director, De Beers and Centenary. Name: M.G. Khumalo (Director) Citizenship: South African Business Address: Consolidated Building, Fox Street Johannesburg, 2001 Republic of South Africa Principal Occupation: Director, AAC 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: Alternate Director, AAC and 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: R.H. Lloyd (Alternate Director) Citizenship: South African Business Address: 44 Main Street, Johannesburg, 2001 Republic of South Africa Principal Occupation Alternate Director and Manager Human Resources, AAC. Name: N. Mayer (Alternate Director) Citizenship: South African Business Address: 44 Main Street, Johannesburg, 2001, Republic of South Africa Principal Occupation: Alternate Director and Group Deputy Technical Director, Projects, AAC.
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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 Group Deputy Technical Director - Mining, AAC Name: K.K. Mpinga (Alternate Director) Citizenship: Democratic Republic of Congo Business Address: 44 Main Street, Johannesburg 2001 Republic of South Africa Principal Occupation Alternate Director and Manager, New Business - New Mining Business Division, AAC Name: W.A. Nairn (Executive Director) Citizenship: South African Business Address: 44 Main Street, Johannesburg, 2001 Republic of South Africa Principal Occupation Executive Director, AAC Name: G.R. Pardoe (Executive Director) Citizenship: South African Business Address: 44 Main Street, Johannesburg, 2001 Republic of South Africa Principal Occupation: Executive Director responsible for financial control, AAC; Director, Anglo American Platinum Corporation Limited ("Amplats"); Director, The Southern Life Association Limited (life insurance). Name: G.M. Ralfe (Director) Citizenship: South African Business Address: 17 Charterhouse Street London EC 1N 6RA England Principal Occupation: Managing Director, De Beers and Centenary
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Name: M.C. Ramaphosa (Director) Citizenship: South African Business Address: Fulham House, Hampton Park, 20 Georgian Crescent, Bryanston 2194 Republic of South Africa Principal Occupation Director, AAC. Director & Deputy Executive Chairman, New Africa Investments Limited (finance company). Director & Chairman, Johnnies Industrial Corporation Limited (investment company). Name: A.E. Redman (Alternate Director) Citizenship: British Business Address: 44 Main Street, Johannesburg, 2001 Republic of South Africa Principal Occupation Alternate Director, AAC; Director & Managing Director, 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: Executive Director and Public Affairs Consultant, AAC Name: B.A. St. John Citizenship: South African Business Address: 44 Main Street, Johannesburg, 2001 Republic of South Africa Principal Occupation: Alternate Director and Finance Manager, Corporate and International Finance Department, AAC.
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Name: C.L. Sunter (Executive Director) Citizenship: British Business Address: 44 Main Street, Johannesburg, 2001 Republic of South Africa Principal Occupation: Executive Director and Chairman, Corporate Affairs, AAC and Director, Amgold Name: P.M. Weinmann (Group Accountant) Citizenship: South African Business Address: 44 Main Street, Johannesburg, 2001 Republic of South Africa. Principal Occupation Group Accountant, AAC. Name: R.M. Whyte Citizenship: British Business Address: 44 Main Street, Johannesburg, 2001 Republic of South Africa Principal Occupation: Alternate Director and Consulting Engineer, AAC. Name: R.S. Wicks Citizenship: British Business Address: 44, Main Street, Johannesburg, 2001 Republic of South Africa Principal Occupation: Alternate Director and Senior Marketing Director and Marketing Director, Coal 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, AAC and Executive 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
IX. 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 Page 30 of 33 Centenary and the sections of this Annex "A" in which other information concerning them is set out, to which sections reference is hereby made: N.F. OPPPENHEIMER (Director and Chairman) SECTION V J. OGILVIE THOMPSON (Director and Deputy Chairman) SECTION V J.M. CAMPBELL (Director) SECTION VIII J.C.L. KESWICK (Director) SECTION VIII G.M. RALFE (Director) SECTION VIII
Name: B. Ainsley (Director) Citizenship: British Business Address: 55 Marshall Street, Johannesburg, 2001 Republic of South Africa Principal Occupation: Director & Manager - Operations, De Beers. Name: G.F.H. Burne (Director) Citizenship: British Business Address: 17 Charterhouse Street London, England EC1N 6RA Principal Occupation: Director, DeBeers Canada Corporation, Vancouver Name: T.W.H. Capon (Director) Citizenship: British Business Address: 17 Charterhouse Street London EC1N 6RA, England Principal Occupation: Member of the Executive Committee, The Central Selling Organization Name: R.M. Crawford (Director) Citizenship: South African Business Address: 44 Main Street, Johannesburg, 2001 Republic of South Africa Principal Occupation: Director, De Beers Name: R. Edwards (Director) Citizenship: British Business Address: 55 Marshall Street, Johannesburg, 2001 Republic of South Africa Principal Occupation: Director & Manager - Geology, De Beers.
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Name: L.A. Lincoln (Director) Citizenship: South African Business Address: Langensandstrasse 27 CH 6000 Lucerne 14 Switzerland Principal Occupation: Director, De Beers and Centenary Name: G.P.K. Kell (Director) Citizenship: South African Business Address: De Beers House, Cnr Amethyst St & Crownwood Rd, Theta, Johannesburg, 2013 Republic of South Africa Principal Occupation: Finance Director, De Beers; Director, Centenary Name: B. Marole (Director) Citizenship: Motswana Business Address: Private Bag 0018, Gaborone, Botswana Principal Occupation: Permanent Secretary, Ministry of Mineral Resources and Water Affairs, Botswana Name: 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: A.E. Oppenheimer (Director) Citizenship: British Business Address: 17 Charterhouse Street London EC1N 6RA Principal Occupation: President, The Central Selling Organisation Name: J.P. Pudney (Director) Citizenship: British Business Address: 17 Charterhouse Street, London EC1N 6RA England Principal Occupation: Member of Executive Committee, The Central Selling Organization
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Name: G.W.H. Relly (Director) Citizenship: South African Business Address: 44 Main Street, Johannesburg, 2001 Republic of South Africa Principal Occupation: Director, De Beers. Name: N.P. Wisden (Director) Citizenship: British Business Address: 17 Charterhouse Street, London EC1N 6RA England Principal Occupation: Member of the Executive Committee, The Central Selling Organization.
X. 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: N.F. OPPENHEIMER (Director and Chairman) SECTION V J. OGILVIE THOMPSON (Director and Deputy Chairman) SECTION V B. AINSLEY (Director) SECTION IX G.F.H. BURNE (Director) SECTION IX J.W. CAMPBELL (Director) SECTION VIII T.W.H. CAPON (Director) SECTION IX R.M. CRAWFORD (Director) SECTION IX R. EDWARDS (Director) SECTION IX G.P.K. KELL (Director) SECTION IX J.C.L. KESWICK (Director) SECTION VIII L.A. LINCOLN (Director) SECTION IX B. MAROLE (Director) SECTION IX O.K. MATAMBO (Director) SECTION IX A.E. OPPENHEIMER (Director) SECTION IX J.P. PUDNEY (Director) SECTION IX G.M. RALFE (Director) SECTION VIII G.W.H. RELLY (Director) SECTION IX N.P. WISDEN (Director) SECTION IX Page 33 of 33 -----END PRIVACY-ENHANCED MESSAGE-----