-----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, EAd5KsFvH3+I3pQ4xpje3q3lUZF1BEXUZlXkqEe+VyZGystOSyghjR9qBS/RP0hm YFbzTcKf7dzzBw5RV/ljcA== 0000921530-05-000609.txt : 20051021 0000921530-05-000609.hdr.sgml : 20051021 20051021171204 ACCESSION NUMBER: 0000921530-05-000609 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20051021 DATE AS OF CHANGE: 20051021 GROUP MEMBERS: ANCHORAGE ADVISORS MANAGEMENT, LLC; GROUP MEMBERS: ANCHORAGE ADVISORS, LLC; GROUP MEMBERS: ANTHONY L. DAVIS; GROUP MEMBERS: KEVIN M. ULRICH 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: 051150407 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: Anchorage Capital Master Offshore, Ltd CENTRAL INDEX KEY: 0001300713 IRS NUMBER: 980418059 STATE OF INCORPORATION: E9 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G BUSINESS ADDRESS: STREET 1: 650 MADISON AVENUE STREET 2: 26TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 BUSINESS PHONE: 212-610-9077 MAIL ADDRESS: STREET 1: 650 MADISON AVENUE STREET 2: 26TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 SC 13G 1 anchoragecapital_13g-101705.txt UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* TERRA INDUSTRIES INC. --------------------- (Name of Issuer) Common Shares, without par value -------------------------------- (Title of Class of Securities) 880915103 --------- (CUSIP Number) October 11, 2005 ---------------- (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) *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 on 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). Continued on following pages Page 1 of 12 Pages SCHEDULE 13G CUSIP No. 880915103 Page 2 of 12 Pages 1 Names of Reporting Persons I.R.S. Identification Nos. of above persons (entities only) ANCHORAGE CAPITAL MASTER OFFSHORE, LTD. 98-0418059 2 Check the Appropriate Box If a Member of a Group (See Instructions) a. [ ] b. [X] 3 SEC Use Only 4 Citizenship or Place of Organization CAYMAN ISLANDS 5 Sole Voting Power Number of 5,982,000 Shares Beneficially 6 Shared Voting Power Owned By 0 Each Reporting 7 Sole Dispositive Power Person 5,982,000 With 8 Shared Dispositive Power 0 9 Aggregate Amount Beneficially Owned by Each Reporting Person 5,982,000 10 Check Box If the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) [ ] 11 Percent of Class Represented By Amount in Row (9) 6.4% 12 Type of Reporting Person (See Instructions) OO SCHEDULE 13G CUSIP No. 880915103 Page 3 of 12 Pages 1 Names of Reporting Persons I.R.S. Identification Nos. of above persons (entities only) ANCHORAGE ADVISORS, L.L.C. 20-0042271 2 Check the Appropriate Box If a Member of a Group (See Instructions) c. [ ] d. [X] 3 SEC Use Only 4 Citizenship or Place of Organization DELAWARE 5 Sole Voting Power Number of 5,982,000 Shares Beneficially 6 Shared Voting Power Owned By 0 Each Reporting 7 Sole Dispositive Power Person 5,982,000 With 8 Shared Dispositive Power 0 9 Aggregate Amount Beneficially Owned by Each Reporting Person 5,982,000 10 Check Box If the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) [ ] 11 Percent of Class Represented By Amount in Row (9) 6.4% 12 Type of Reporting Person (See Instructions) OO SCHEDULE 13G CUSIP No. 880915103 Page 4 of 12 Pages 1 Names of Reporting Persons I.R.S. Identification Nos. of above persons (entities only) ANCHORAGE ADVISORS MANAGEMENT, L.L.C. 20-0042478 2 Check the Appropriate Box If a Member of a Group (See Instructions) e. [ ] f. [X] 3 SEC Use Only 4 Citizenship or Place of Organization DELAWARE 5 Sole Voting Power Number of 5,982,000 Shares Beneficially 6 Shared Voting Power Owned By 0 Each Reporting 7 Sole Dispositive Power Person 5,982,000 With 8 Shared Dispositive Power 0 9 Aggregate Amount Beneficially Owned by Each Reporting Person 5,982,000 10 Check Box If the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) [ ] 11 Percent of Class Represented By Amount in Row (9) 6.4% 12 Type of Reporting Person (See Instructions) OO; HC SCHEDULE 13G CUSIP No. 880915103 Page 5 of 12 Pages 1 Names of Reporting Persons I.R.S. Identification Nos. of above persons (entities only) ANTHONY L. DAVIS 2 Check the Appropriate Box If a Member of a Group (See Instructions) g. [ ] h. [X] 3 SEC Use Only 4 Citizenship or Place of Organization UNITED STATES 5 Sole Voting Power Number of 5,982,000 Shares Beneficially 6 Shared Voting Power Owned By 0 Each Reporting 7 Sole Dispositive Power Person 5,982,000 With 8 Shared Dispositive Power 5,982,000 9 Aggregate Amount Beneficially Owned by Each Reporting Person 5,982,000 10 Check Box If the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) [ ] 11 Percent of Class Represented By Amount in Row (9) 6.4% 12 Type of Reporting Person (See Instructions) IN; HC SCHEDULE 13G CUSIP No. 880915103 Page 6 of 12 Pages 1 Names of Reporting Persons I.R.S. Identification Nos. of above persons (entities only) KEVIN M. ULRICH 2 Check the Appropriate Box If a Member of a Group (See Instructions) i. [ ] j. [X] 3 SEC Use Only 4 Citizenship or Place of Organization CANADA 5 Sole Voting Power Number of 5,982,000 Shares Beneficially 6 Shared Voting Power Owned By 0 Each Reporting 7 Sole Dispositive Power Person 5,982,000 With 8 Shared Dispositive Power 0 9 Aggregate Amount Beneficially Owned by Each Reporting Person 5,982,000 10 Check Box If the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) [ ] 11 Percent of Class Represented By Amount in Row (9) 6.4% 12 Type of Reporting Person (See Instructions) IN; HC Page 7 of 12 Pages Item 1(a) Name of Issuer: Terra Industries Inc. (the "Issuer"). Item 1(b) Address of the Issuer's Principal Executive Offices: Terra Centre, P.O. Box 6000, 600 Fourth Street, Sioux City, Iowa. Item 2(a) Name of Person Filing: This statement is filed on behalf of each of the following persons (collectively, the "Reporting Persons"): i) Anchorage Capital Master Offshore, Ltd. ("Anchorage Offshore"); ii) Anchorage Advisors, L.L.C. ("Advisors"); iii) Anchorage Advisors Management, L.L.C. ("Management"); iv) Anthony L. Davis ("Mr. Davis"); and v) Kevin M. Ulrich ("Mr. Ulrich"). This statement related to Shares (as defined herein) held for the account of Anchorage Offshore. Advisors is the investment advisor to Anchorage Offshore. Management is the sole managing member of Advisors. Mr. Davis is the President and a managing member of Management, and Mr. Ulrich is the other managing member of Management. Item 2(b) Address of Principal Business Office or, if None, Residence: The address of the principal business office of Anchorage Offshore is c/o Anchorage Advisors, L.L.C., 650 Madison Avenue, 26th Floor, New York, New York 10022. The address of the principal business office of each of Advisors, Management and Messrs. Davis and Ulrich is 650 Madison Avenue, 26th Floor, New York, New York 10022. Item 2(c) Citizenship: 1) Anchorage Offshore is a Cayman Islands exempted company incorporated with limited liability; 2) Advisors is a Delaware limited liability company; 3) Management is a Delaware limited liability company; 4) Mr. Davis is a citizen of the United States; and 5) Mr. Ulrich is a citizen of Canada. Item 2(d) Title of Class of Securities: Common Shares, without par value (the "Shares"). Page 8 of 12 Pages Item 2(e) CUSIP Number: 880915103 Item 3. If this statement is filed pursuant to Rule 13d-1(b), or 13d-2(b) or (c), check whether the person filing is a: This Item 3 is not applicable. Item 4. Ownership: Item 4(a) Amount Beneficially Owned: As of the date hereof, each of the Reporting Persons may be deemed to be the beneficial owner of 5,982,000 Shares. Item 4(b) Percent of Class: According to the Issuer's most recent Quarterly Report on Form 10-Q for the quarter ended June 30, 2005, the number of Shares outstanding as of June 30, 2005 was 93,010,269. Each of the Reporting Persons may be deemed to be the beneficial owner of approximately 6.4% of the total number of Shares outstanding. Item 4(c) Number of shares as to which such person has: Anchorage Offshore (i) Sole power to vote or direct the vote 5,982,000 (ii) Shared power to vote or to direct the vote 0 (iii) Sole power to dispose or to direct the disposition of 5,982,000 (iv) Shared power to dispose or to direct the disposition of 0 Advisors (i) Sole power to vote or direct the vote 5,982,000 (ii) Shared power to vote or to direct the vote 0 (iii) Sole power to dispose or to direct the disposition of 5,982,000 (iv) Shared power to dispose or to direct the disposition of 0 Management (i) Sole power to vote or direct the vote 5,982.000 (ii) Shared power to vote or to direct the vote 0 (iii) Sole power to dispose or to direct the disposition of 5,982,000 (iv) Shared power to dispose or to direct the disposition of 0 Page 9 of 12 Pages Mr. Davis (i) Sole power to vote or direct the vote 5,982,000 (ii) Shared power to vote or to direct the vote 0 (iii) Sole power to dispose or to direct the disposition of 5,982,000 (iv) Shared power to dispose or to direct the disposition of 0 Mr. Ulrich (i) Sole power to vote or direct the vote 5,982,000 (ii) Shared power to vote or to direct the vote 0 (iii) Sole power to dispose or to direct the disposition of 5,982,000 (iv) Shared power to dispose or to direct the disposition of 0 Item 5. Ownership of Five Percent or Less of a Class: This Item 5 is not applicable. Item 6. Ownership of More than Five Percent on Behalf of Another Person: The investors in Anchorage Offshore have the right to participate in the receipt of dividends from, or proceeds from the sale of, the securities held for the account of Anchorage Offshore in accordance with their respective ownership interests in Anchorage Offshore. Item 7. Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company: This Item 7 is not applicable. Item 8. Identification and Classification of Members of the Group: This Item 8 is not applicable. Item 9. Notice of Dissolution of Group: This Item 9 is not applicable. Item 10. Certification: By signing below each of the Reporting Persons certifies that, to the best of such person's knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and 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 such securities and were not acquired and are not held in connection with or as a participant in any transaction having such purpose or effect. Page 10 of 12 Pages SIGNATURES After reasonable inquiry and to the best of my knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct. Date: October 21, 2005 ANCHORAGE CAPITAL MASTER OFFSHORE, LTD. By: /s/ Kevin M. Ulrich ---------------------- Director Date: October 21, 2005 ANCHORAGE ADVISORS, L.L.C. By: Anchorage Advisors Management, L.L.C. Its Managing Member By: /s/ Anthony L. Davis ---------------------- Name: Anthony L. Davis Title: Managing Member Date: October 21, 2005 ANCHORAGE ADVISORS MANAGEMENT, L.L.C. By: /s/ Anthony L. Davis ---------------------- Name: Anthony L. Davis Title: Managing Member Date: October 21, 2005 ANTHONY L. DAVIS /s/ Anthony L. Davis -------------------------- Date: October 21, 2005 KEVIN M. ULRICH /s/ Kevin M. Ulrich -------------------------- Page 11 of 12 Pages EXHIBIT INDEX Page No. -------- A. Joint Filing Agreement, dated as of October 21, 2005, by and among the Reporting Persons........................ 12 Page 12 of 12 Pages EXHIBIT A JOINT FILING AGREEMENT The undersigned hereby agree that the statement on Schedule 13G with respect to the common shares, without par value, of Terra Industries Inc., dated as of October 21, 2005, is, and any amendments thereto (including amendments on Schedule 13D) signed by each of the undersigned shall be, filed on behalf of each of us pursuant to and in accordance with the provisions of Rule 13d-1(k) under the Securities Exchange Act of 1934. Date: October 21, 2005 ANCHORAGE CAPITAL MASTER OFFSHORE, LTD. By: /s/ Kevin M. Ulrich ---------------------- Director Date: October 21, 2005 ANCHORAGE ADVISORS, L.L.C. By: Anchorage Advisors Management, L.L.C. Its Managing Member By: /s/ Anthony L. Davis ---------------------- Name: Anthony L. Davis Title: Managing Member Date: October 21, 2005 ANCHORAGE ADVISORS MANAGEMENT, L.L.C. By: /s/ Anthony L. Davis ---------------------- Name: Anthony L. Davis Title: Managing Member Date: October 21, 2005 ANTHONY L. DAVIS /s/ Anthony L. Davis -------------------------- Date: October 21, 2005 KEVIN M. ULRICH /s/ Kevin M. Ulrich -------------------------- -----END PRIVACY-ENHANCED MESSAGE-----