-----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, GyUYXaovC6Cq71y/f8GvCKWC7D+OUfGa24D8DbojKDBvqWQuM2r3Yvd13lVSPrWT +yiDhy7YGMI2GdePo7D2rg== 0000947871-98-000330.txt : 19981016 0000947871-98-000330.hdr.sgml : 19981016 ACCESSION NUMBER: 0000947871-98-000330 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19981015 SROS: NYSE SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: TERRA INDUSTRIES INC CENTRAL INDEX KEY: 0000722079 STANDARD INDUSTRIAL CLASSIFICATION: WHOLESALE-MISCELLANEOUS NONDURABLE GOODS [5190] IRS NUMBER: 521145429 STATE OF INCORPORATION: MD FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: SEC FILE NUMBER: 005-34386 FILM NUMBER: 98726277 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 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. 14 TO SCHEDULE 13D SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ----------------------------- SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 14) Terra Industries Inc. (Name of Issuer) Common Stock, no par value (Title of Class of Securities) 457729101 (CUSIP Number) N. Jordan Secretary Minorco Boite Postale 185 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. |_| CUSIP No. 457729101 (1) Name of Reporting Person S.S. or I.R.S. Identification No. of Above Person MINORCO (2) Check the Appropriate Box if a Member of a Group (See Instructions) |_| (a) |_| (b) (3) SEC Use Only (4) Source of Funds (See Instructions) (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 By Subsidiaries: 42,560,725 Shares Beneficially (8) Shared Voting Power Owned by Each (9) Sole Dispositive Power By Subsidiaries: 42,560,725 Reporting Person With (10) Shared Dispositive Power (11) Aggregate Amount Beneficially Owned by Each Reporting Person 42,560,725 (12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) (13) Percent of Class Represented by Amount in Row (11) 56.8% (14) Type of Reporting Person (See Instructions) CO Page 2 of 25 CUSIP No. 457729101 (1) Name of Reporting Person S.S. or I.R.S. Identification No. of Above Person TAURUS INTERNATIONAL 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 (See Instructions) (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 Directly: 37,160,725; Shares By Subsidiary: 5,400,000 Beneficially (8) Shared Voting Power Owned by Each (9) Sole Dispositive Power Directly: 37,160,725; Reporting By Subsidiary: 5,400,000 Person With (10) Shared Dispositive Power (11) Aggregate Amount Beneficially Owned by Each Reporting Person 42,560,725 as follows: Directly: 37,160,725; By Subsidiary: 5,400,000 (12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) (13) Percent of Class Represented by Amount in Row (11) 56.8% (14) Type of Reporting Person (See Instructions) CO Page 3 of 25 CUSIP No. 457729101 (1) Name of Reporting Person S.S. or I.R.S. Identification No. of Above Person 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 (See Instructions) (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 5,400,000 Shares Beneficially (8) Shared Voting Power Owned by Each (9) Sole Dispositive Power 5,400,000 Reporting Person With (10) Shared Dispositive Power (11) Aggregate Amount Beneficially Owned by Each Reporting Person 42,560,725 as follows: Directly: 5,400,000; By Parent: 37,160,725 (12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) (13) Percent of Class Represented by Amount in Row (11) 56.8% (14) Type of Reporting Person (See Instructions) CO Page 4 of 25 Item 1. Security and Issuer. This Amendment No. 14 to the Schedule 13D dated August 3, 1983 of Minorco (as amended, the "Schedule 13D") is filed to reflect information required pursuant to Rule 13d-2 of the Securities and Exchange Commission under the Securities Exchange Act of 1934, relating to the common shares, no par value, of Terra Industries Inc. ("Terra"), a Maryland corporation, with its principal executive offices located at Terra Center, 600 4th Street, Sioux City, Iowa 51101. Item 2. Identity and Background. Item 2 of the Schedule 13D is hereby amended by the deletion of Paragraph 1 and the insertion of the following paragraph: "This statement is being filed on behalf of Minorco, a company incorporated under the laws of Luxembourg ("Minorco"), Taurus International S.A. ("Taurus International"), a company organized under the laws of Luxembourg, and Taurus Investments S.A. ("Taurus"), a company organized under the laws of Luxembourg, the latter two of which are subsidiaries of Minorco, with respect to the common shares, no par value, of Terra which are beneficially owned by Minorco, Taurus International and Taurus. Minorco's, Taurus International's and Taurus' principal office address is Boite Postale 185, L-2011 Luxembourg City, Luxembourg." Item 2 of the Schedule 13D is further amended by the deletion of Paragraphs 9, 11, 12 and 13 and the insertion of the following paragraphs in the place thereof, respectively: "The names of the directors and executive officers of Minorco, Taurus International, Taurus, AAC, De Beers and Centenary are set forth in Annex A." "The citizenship, business address, present principal occupation or employment, and the name, principal business and address of any corporation or other organization in which such employment is conducted, of each of the directors and executive officers of each of Minorco, Taurus International, Taurus, AAC, De Beers and Centenary are set forth in Annex A." "During the last five years, neither (1) any of Minorco, Taurus International, Taurus, AAC, De Beers or Centenary nor (2) to the best knowledge of Minorco, Taurus International or Taurus, any of the directors or executive officers of Minorco, Taurus International, Taurus, AAC, De Beers or Centenary has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors)." Page 5 of 25 "During the last five years, neither (1) any of Minorco, Taurus International, Taurus, AAC, De Beers or Centenary nor (2) to the best knowledge of Minorco, Taurus International or Taurus, any of the directors or executive officers of Minorco, Taurus International, Taurus, AAC, De Beers or Centenary was a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation of such laws." Item 2 of the Schedule 13D is further amended by deleting Annex A in its entirety and substituting in its place Annex A to this Amendment No. 14. Item 3. Source and Amount of Funds or Other Consideration. Item 3 is hereby amended by deleting "Minorco (U.S.A.)" and replacing it with "Minorco (U.S.A.) Inc. ("Minorco (U.S.A.)"), a subsidiary of Minorco". Item 4. Purpose of Transaction. Item 4 is amended in its entirety to read as follows: "The boards of directors of AAC 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 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." Item 5. Interest in Securities of the Issuer. Item 5 is hereby amended by deleting "Minorco USA" from the first paragraph of section (a) thereof and by deleting "John J. Ellis" and "R.F. Richards" and their respective shareholdings. Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer. Item 6 is hereby amended by deleting "Minorco USA" from paragraph 1. Page 6 of 25 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. MINORCO By: /s/ N. Jordan --------------------------------- Name: N. Jordan Title: Secretary TAURUS INTERNATIONAL S.A. By: /s/ N. Jordan --------------------------------- Name: N. Jordan Title: Secretary TAURUS INVESTMENTS S.A. By: /s/ N. Jordan --------------------------------- Name: N. Jordan Title: Secretary Dated: October 15, 1998 Page 7 of 25 Annex A I. 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:
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 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
Page 8 of 25
Name: Edward G. Beimfohr (Director) Citizenship: United States of America Business Address: 320 Park Avenue New York, New York 10022-6815, U.S.A. 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 of America 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 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, U.S.A. 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
Page 9 of 25
Name: K.R. Farrell (Controller) Citizenship: British Business Address: 9 rue Sainte Zithe L-2763 Luxembourg City, Luxembourg Principal Occupation: Controller, Minorco Name: David E. Fisher (Executive Director) Citizenship: British Business Address: Boite Postale 185 L-2011 Luxembourg City, Luxembourg Principal Occupation: Finance Director, Minorco; Director, Terra Industries Inc. 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 Principal Occupation: Secretary, Minorco Name: B.L. Keisler (Senior Vice President) Citizenship: United States of America Business Address: 40 Holborn Viaduct London, England EC1N 2PQ Principal Occupation: Senior Vice President, General Counsel and Head of Legal Services, Minorco
Page 10 of 25
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: Anthony W. Lea (Executive Director) Citizenship: South African Business Address: 40 Holborn Viaduct London, England EC1N 2PQ Principal Occupation: Executive Director, Minorco; Director, AAC; Director, Terra Industries Inc.; Director, Engelhard Corporation Name: William R. Loomis, Jr. (Director) Citizenship: United States of America Business Address: 30 Rockefeller Plaza, 62nd Floor New York, NY 10020, U.S.A. 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 and Centenary; Deputy Chairman and Director, AAC; Chairman, Amgold
Page 11 of 25
Name: C.E. Ritchie (Director) Citizenship: Canadian Business Address: 44 King Street West Toronto, Ontario M5H 1E2, Canada 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: Henry R. Slack (President and Chief Executive) Citizenship: United States of America Business Address: 40 Holborn Viaduct London, England EC1N 2PQ Principal Occupation: President and Chief Executive, Minorco; Director, Terra Industries Inc.; Director, Engelhard Corporation 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, 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
Page 12 of 25
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 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 and 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
Page 13 of 25
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
II. The following table sets forth certain information concerning each of the Directors and Officers of Taurus. The following list sets forth the names of certain Directors and Officers of Taurus 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 I A.W. LEA (Director) SECTION I N. JORDAN (Director) SECTION I D.A. TURNER (Director) SECTION I III. The following table sets forth certain information concerning each of the Directors and Officers of Taurus International. The following list sets forth the names of certain Directors and Officers of Taurus International 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 I N. JORDAN (Director and Secretary) SECTION I D.A. TURNER (Director) SECTION I IV. The following table sets forth certain information concerning each of the Executive Directors, Directors, Alternate Directors and other Officers of AAC. Page 14 of 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 I M.W. KING (Executive Director) SECTION I A.W. LEA (Director) SECTION I N.F. OPPENHEIMER (Deputy Chairman and Director) SECTION I R.S. ROBERTSON (Alternate Director) SECTION I H.R. SLACK (Director) SECTION I J. OGILVIE THOMPSON (Chairman and Executive Director) SECTION I A.J. TRAHAR (Director) SECTION I T.C.A. WADESON (Group Technical Director) SECTION I G.S. YOUNG (Executive Director) SECTION I 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, 2001 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; Chief Executive, Anglo American Corporation Services Limited (Services Company) 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; Director and Chairman, Amic
Page 15 of 25
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.H. 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 and Centenary 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
Page 16 of 25
Name: B.E. Davison (Director) Citizenship: South African Business Address: 28 Harrison Street, Johannesburg, 2001 Republic of South Africa Principal Occupation: Director, AAC; 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; 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 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
Page 17 of 25
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, 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) Name: J.C.L. Keswick (Director) Citizenship: United Kingdom Business Address: 41 Tower Hill London, England EC3N 4HA Principal Occupation: Director, AAC; Chairman, Hambros Bank Limited; Director, De Beers and Centenary
Page 18 of 25
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; Managing Director, Anglo American Property Services (Proprietary) Limited (Property development and administration company); Director and Chairman, 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 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
Page 19 of 25
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, England EC1N 6RA Principal Occupation: Managing Director, De Beers and Centenary 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 and Deputy Executive Chairman, New Africa Investments Limited (finance company); Director and Chairman, Johnnies Industrial Corporation Limited (investment company)
Page 20 of 25
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 and 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 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; 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
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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; 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
V. 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 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 I J. OGILVIE THOMPSON (Director and Deputy Chairman) SECTION I J.W. CAMPBELL (Director) SECTION IV J.C.L. KESWICK (Director) SECTION IV G.M. RALFE (Director) SECTION IV
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Name: B. Ainsley (Director) Citizenship: British Business Address: 55 Marshall Street, Johannesburg, 2001 Republic of South Africa Principal Occupation: Director and 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, England EC1N 6RA Principal Occupation: Member of the Executive Committee, The Central Selling Organisation 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 and Manager - Geology, De Beers 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
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Name: B. Marole (Director) Citizenship: Botswana 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: Botswana 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, England EC1N 6RA Principal Occupation: President, The Central Selling Organisation Name: J.P. Pudney (Director) Citizenship: British Business Address: 17 Charterhouse Street London, England EC1N 6RA Principal Occupation: Member of Executive Committee, The Central Selling Organisation 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, England EC1N 6RA Principal Occupation: Member of Executive Committee, The Central Selling Organisation
Page 24 of 25 VI. 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" in which other information concerning them is set out, to which sections reference is hereby made:
N.F. OPPENHEIMER (Director and Chairman) SECTION I J. OGILVIE THOMPSON (Director and Deputy Chairman) SECTION I B. AINSLEY (Director) SECTION V G.F.H. BURNE (Director) SECTION V J.W. CAMPBELL (Director) SECTION IV T.W.H. CAPON (Director) SECTION V R.M. CRAWFORD (Director) SECTION V R. EDWARDS (Director) SECTION V G.P.K. KELL (Director) SECTION V J.C.L. KESWICK (Director) SECTION IV L.A. LINCOLN (Director) SECTION V B. MAROLE (Director) SECTION V O.K. MATAMBO (Director) SECTION V A.E. OPPENHEIMER (Director) SECTION V J.P. PUDNEY (Director) SECTION V G.M. RALFE (Director) SECTION IV G.W.H. RELLY (Director) SECTION V N.P. WISDEN (Director) SECTION V
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