-----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, IQH5hStbuvhjMfOvq8bCmpdZJnfrf0BS+W38qtiQsBxsHZ3tIMFYksRK08CRbDWX J8VxxGVW0TAYufmIuM95Nw== 0000950131-97-002008.txt : 19970325 0000950131-97-002008.hdr.sgml : 19970325 ACCESSION NUMBER: 0000950131-97-002008 CONFORMED SUBMISSION TYPE: 8-A12B PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19970324 SROS: NONE FILER: 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: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-A12B SEC ACT: 1934 Act SEC FILE NUMBER: 001-10877 FILM NUMBER: 97561252 BUSINESS ADDRESS: STREET 1: 600 FOURTH STREET STREET 2: PO BOX 6000 CITY: SIOUX CITY STATE: IA ZIP: 51102-6000 BUSINESS PHONE: 7122771340 MAIL ADDRESS: STREET 1: PO BOX 6000 CITY: SIOUX CITY STATE: IA ZIP: 51102-6000 8-A12B 1 FORM 8-A ============================================================================== SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-A FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) OR 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 Terra Nitrogen Company, L.P. ---------------------------- (Exact name of registrant as specified in its charter) Delaware 73-1389684 - ---------------------------------------- ------------------------------------ (State of Incorporation or Organization) (I.R.S. Employer Identification No.) 5100 East Skelly Drive, Tulsa, Oklahoma 74135 - ------------------------------------------------------------------------------- (Address of Principal Executive Offices) (Zip Code) If this Form relates to the registration of a class of debt securities and is effective upon filing pursuant to General Instruction A(c)(1), please check the following box. If this Form relates to the registration of a class of debt securities and is to become effective simultaneously with the effectiveness of a concurrent registration statement under the Securities Act of 1933 pursuant to General Instruction A(c)(2), please check the following box. Securities to be registered pursuant to Section 12(b) of the Act: Title of each class Name of exchange on which to be so registered each class is to be registered -------------------- ------------------------------ Common Units Representing Limited Partner Interests Evidenced by Depositary Receipts New York Stock Exchange, Inc. Securities to be registered pursuant to Section 12(g) of the Act: NONE ============================================================================== Item 1. Description of Registrant's Securities to be Registered ------------------------------------------------------- Reference is made to the common units representing limited partner interests evidenced by depositary receipts (the "Common Units") in Terra Nitrogen Company, L.P. (the "Partnership"). A description of the Common Units to be registered hereunder is set forth under the captions "Cash Distributions", "Description of the Units" and "Description of the Partnership Agreements" in the prospectus dated November 26, 1991 filed with the Securities and Exchange Commission (the "Commission") pursuant to Rule 424(b) of the Securities Act of 1933, as amended, in connection with the Partnership's Registration Statement on Form S-1 (Commission File No. 33-43007), as amended (the "Registration Statement"), which description is incorporated herein by reference. Such description is updated as follows: The Junior Conversion Date occurred on December 31, 1995 and all Junior Preference Units were converted on such date into Senior Preference Units on a one-for-one basis in accordance with the terms of the Agreement of Limited Partnership of the Partnership. The Senior Conversion Date occurred, and the Preference Period ended, on December 31, 1996 and a mailing of notices to holders of Senior Preference Units was commenced. Until March 31, 1997 all holders of Senior Preference Units have the right to elect to convert such units into fully participating Common Units on a one-for-one basis. The Common Units have been approved for listing on the New York Stock Exchange subject to official notice of issuance and evidence of satisfactory distribution. Item 2. Exhibits -------- The following exhibits to this Registration Statement on Form 8-A are incorporated by reference to the documents specified which are filed with the Commission: 1. The Agreement of Limited Partnership of the Partnership, filed as Exhibit 3.1 to the Partnership's Form 10-K (file no. 1-10877) for the year ended December 31, 1991 and incorporated herein by reference. 2. Certificate of Limited Partnership of the Partnership, filed as Exhibit 3.2 to the Registration Statement and incorporated herein by reference. 3. The Deposit Agreement among the Partnership, First Chicago Trust Company of New York (as successor to United States Trust Company of New York), as Depositary, and Holders of Depositary Receipts, filed as Exhibit 4.1 to the Partnership's Form 10-K for the year ended December 31, 1991 and incorporated herein by reference. 2 4. The form of Depositary Receipt for the Common Units attached as Exhibit B to Exhibit 4.1 of the Partnership's Form 10-K for the year ended December 31, 1991 and incorporated herein by reference. SIGNATURE Pursuant to the requirements of Section 12 of the Securities Exchange Act of 1934, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereto duly authorized. TERRA NITROGEN COMPANY, L.P. By: TERRA NITROGEN CORPORATION As General Partner By: /s/ George H. Valentine -------------------------- George H. Valentine Vice President and General Counsel Date: March 24, 1997 3 -----END PRIVACY-ENHANCED MESSAGE-----