SC 13D 1 a09-27934_1sc13d.htm SC 13D

 

 

SECURITIES AND EXCHANGE COMMISSION

 

 

Washington, D.C. 20549

 

 

 

 

 

SCHEDULE 13D

 

 

[Rule 13d-101]

 

 

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT

TO § 240.13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO

§ 240.13d-2(a)

 

(Amendment No.     )*

 

Terra Industries Inc.

(Name of Issuer)

 

Common Stock, without par value

(Title of Class of Securities)

 

880915103

(CUSIP Number)

 

Douglas C. Barnard

Vice President, General Counsel, and Secretary

CF Industries Holdings, Inc.

4 Parkway North, Suite 400

Deerfield, Illinois 60015

Telephone: (847) 405-2400

(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)

 

Copies to:

Brian W. Duwe

Richard C. Witzel, Jr.

Skadden, Arps, Slate, Meagher & Flom LLP

155 North Wacker Drive

Chicago, Illinois 60606

(312) 407-0700

 

September 22, 2009

(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 that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. o

Note. Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits.  See § 240.13d-7 for other parties to whom copies are to be sent.

(Continued on following pages)

(Page 1 of 14)


* 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 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 (the “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).

 



 

CUSIP No.   880915103

13D

Page 2 of 14 Pages

 

 

1

Names of Reporting Persons
CF Industries Holdings, Inc.

 

 

2

Check the Appropriate Box if a Member of a Group (See Instructions)

 

 

(a)

 o

 

 

(b)

 o

 

 

3

SEC Use Only

 

 

4

Source of Funds (See Instructions)

 

 

5

Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)     o

 

 

6

Citizenship or Place of Organization
Delaware

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

7

Sole Voting Power
0

 

8

Shared Voting Power
6,986,048

 

9

Sole Dispositive Power
0

 

10

Shared Dispositive Power
6,986,048

 

 

11

Aggregate Amount Beneficially Owned by Each Reporting Person
6,986,048

 

 

12

Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)   o

 

 

13

Percent of Class Represented by Amount in Row (11)
7.0%(1)

 

 

14

Type of Reporting Person (See Instructions)
HC, CO

 


(1) Based on 99,786,406 shares of common stock, without par value, of the Company outstanding as of July 24, 2009, as set forth in the Company’s Form 10-Q for the quarterly period ended June 30, 2009.

 



 

CUSIP No.   880915103

13D

Page 3 of 14 Pages

 

 

1

Names of Reporting Persons
CF Industries, Inc.

 

 

2

Check the Appropriate Box if a Member of a Group (See Instructions)

 

 

(a)

 o

 

 

(b)

 o

 

 

3

SEC Use Only

 

 

4

Source of Funds (See Instructions)

 

 

5

Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)     o

 

 

6

Citizenship or Place of Organization
Delaware

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

7

Sole Voting Power
0

 

8

Shared Voting Power
6,986,048

 

9

Sole Dispositive Power
0

 

10

Shared Dispositive Power
6,986,048

 

 

11

Aggregate Amount Beneficially Owned by Each Reporting Person
6,986,048

 

 

12

Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)   o

 

 

13

Percent of Class Represented by Amount in Row (11)
7.0%(2)

 

 

14

Type of Reporting Person (See Instructions)
CO

 


(2) Based on 99,786,406 shares of common stock, without par value, of the Company outstanding as of July 24, 2009, as set forth in the Company’s Form 10-Q for the quarterly period ended June 30, 2009.

 



 

CUSIP No.   880915103

13D

Page 4 of 14 Pages

 

 

1

Names of Reporting Persons
CF Composite, Inc.

 

 

2

Check the Appropriate Box if a Member of a Group (See Instructions)

 

 

(a)

 o

 

 

(b)

 o

 

 

3

SEC Use Only

 

 

4

Source of Funds (See Instructions)

 

 

5

Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)     o

 

 

6

Citizenship or Place of Organization
New York

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

7

Sole Voting Power
0

 

8

Shared Voting Power
6,986,048

 

9

Sole Dispositive Power
0

 

10

Shared Dispositive Power
6,986,048

 

 

11

Aggregate Amount Beneficially Owned by Each Reporting Person
6,986,048

 

 

12

Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)   o

 

 

13

Percent of Class Represented by Amount in Row (11)
7.0%(3)

 

 

14

Type of Reporting Person (See Instructions)
CO

 


(3) Based on 99,786,406 shares of common stock, without par value, of the Company outstanding as of July 24, 2009, as set forth in the Company’s Form 10-Q for the quarterly period ended June 30, 2009.

 



 

CUSIP No.   880915103

13D

Page 5 of 14 Pages

 

Item 1.            Security and Issuer.

 

This statement on Schedule 13D (this “Statement”) relates to the shares of common stock, without par value (the “Company Shares”), of Terra Industries Inc., a Maryland corporation (the “Company”).  The Company’s principal executive offices are located at Terra Centre, 600 Fourth Street, P.O. Box 6000, Sioux City, Iowa 51102-6000.

 

Item 2.            Identity and Background.

 

This Statement is being filed by CF Industries Holdings, Inc., a Delaware corporation (“CF Holdings”), CF Industries, Inc., a Delaware corporation and wholly-owned subsidiary of CF Holdings (“CF Industries”), and CF Composite, Inc., a New York corporation and wholly-owned subsidiary of CF Industries (“CF Composite” and, together with CF Holdings and CF Industries, the “Reporting Persons”).

 

CF Holdings is the holding company for the operations of CF Industries. CF Industries is a major producer and distributor of nitrogen and phosphate fertilizer products. CF Industries operates world-scale nitrogen fertilizer plants in Donaldsonville, Louisiana and Medicine Hat, Alberta, Canada; conducts phosphate mining and manufacturing operations in Central Florida; and distributes fertilizer products through a system of terminals, warehouses and associated transportation equipment located primarily in the midwestern United States. CF Holdings, through an indirect wholly-owned subsidiary, also owns a 50% interest in KEYTRADE AG, a global fertilizer trading organization headquartered near Zurich, Switzerland. CF Composite, an indirect wholly-owned subsidiary of CF Holdings and a direct wholly-owned subsidiary of CF Industries, has not carried on any activities other than as described in Item 4 below. The address of the principal business and the address of the principal office of each of the Reporting Persons is 4 Parkway North, Suite 400, Deerfield, Illinois 60015-2590.

 

(a)–(f) The name, business address, present principal occupation or employment and citizenship of each executive officer and director of each of the Reporting Persons is set forth on Schedule A to this Statement, which is incorporated herein by reference.

 

(d) During the last five years, neither the Reporting Persons nor, to the best of the Reporting Persons’ knowledge, any person named on Schedule A hereto, has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).

 

(e) During the last five years, neither the Reporting Persons nor, to the best of the Reporting Persons’ knowledge, any person named on Schedule A hereto, 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 activity subject to, federal or state securities laws or finding any violation with respect to such laws.

 

Item 3.            Source and Amount of Funds or Other Consideration.

 

The aggregate purchase price the Reporting Persons paid for the Company Shares reported on this Statement (the “Purchased Shares”) was $247,063,409. The source of funding

 



 

CUSIP No.   880915103

13D

Page 6 of 14 Pages

 

for the purchase of the Purchased Shares was the general working capital of CF Industries. No part of the purchase price of the Purchased Shares is or will be represented by funds or other consideration borrowed or otherwise obtained for the purpose of acquiring, holding, trading or voting the Purchased Shares.

 

Item 4.            Purpose of Transaction.

 

The Reporting Persons acquired the Purchased Shares to further CF Holdings’ proposal for a business combination with the Company.

 

CF Holdings’ Proposals and Actions Related to a Business Combination with the Company

 

On January 15, 2009, CF Holdings delivered a letter to the board of directors of the Company (the “Board”) setting forth a proposal for a business combination with the Company, whereby CF Holdings would acquire all of the outstanding Company Shares at a fixed exchange ratio of 0.4235 shares of CF Holdings common stock, par value $0.01 per share (the “CF Shares”), for each Company Share.  A copy of CF Holdings’ letter to the Board, dated January 15, 2009, is filed as Exhibit 1 hereto and incorporated herein by reference.  On January 28, 2009, the Board rejected CF Holdings’ proposal.

 

On February 23, 2009, CF Holdings and a wholly-owned subsidiary commenced an exchange offer for all of the outstanding Company Shares at an exchange ratio of 0.4235 CF Shares for each Company Share (the “Exchange Offer”).

 

On March 9, 2009, CF Holdings delivered a letter to the Board stating that CF Holdings would be prepared to enter into a negotiated merger agreement with the Company that provides for an exchange ratio based on $27.50 for each Company Share, with an exchange ratio of not less than 0.4129 and not more than 0.4539 CF Shares for each Company Share. In addition, CF Holdings stated in such letter that CF Holdings would be prepared to enter into a negotiated merger agreement with the Company that restructured the consideration in the proposed transaction to include shares of a newly issued CF Holdings participating preferred stock. A copy of CF Holdings’ letter to the Board, dated March 9, 2009, is filed as Exhibit 2 hereto and incorporated herein by reference. On March 11, 2009, the Board rejected CF Holdings’ proposal.

 

On March 23, 2009, CF Holdings delivered a letter to the Board stating that CF Holdings would be prepared to enter into a negotiated merger agreement with the Company, structured as outlined in CF Holdings’ letter to the Board on March 9, 2009, with an exchange ratio based on $30.50 for each Company Share, the exchange ratio to be not less than 0.4129 and not more than 0.4539 CF Shares for each Company Share.  A copy of CF Holdings’ letter to the Board, dated March 23, 2009, is filed as Exhibit 3 hereto and incorporated herein by reference.  On March 24, 2009, the Board rejected CF Holdings’ proposal.

 

On June 19, 2009, CF Holdings received a standard, unqualified “no action” letter from the Canadian Competition Bureau confirming that the Canadian Commissioner of Competition does not intend to challenge CF Holdings’ proposed business combination with the Company.

 



 

CUSIP No.   880915103

13D

Page 7 of 14 Pages

 

On August 5, 2009, CF Holdings delivered a letter to the Board stating that CF Holdings would be prepared to enter into a negotiated merger agreement with the Company that provides for a fixed exchange ratio of 0.4650 CF Shares for each Company Share, the return of a substantial amount of cash to the stockholders of the combined company and the issuance of “contingent future shares” to CF Holdings’ stockholders immediately prior to the closing of the proposed business combination that would convert into CF Shares under certain circumstances.  A copy of CF Holdings’ letter to the Board, dated August 5, 2009, is filed as Exhibit 4 hereto and incorporated herein by reference. On August 25, 2009, the Board rejected CF Holdings’ proposal.

 

On August 6, 2009, CF Holdings announced that the premerger waiting period applicable to the proposed business combination with the Company under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, expired at 11:59 p.m. on August 5, 2009.

 

On August 12, 2009, CF Holdings received a letter from the U.S. Federal Trade Commission stating that it had closed its investigation into CF Holdings’ proposed business combination with the Company.

 

On August 31, 2009, the Exchange Offer expired in accordance with its terms without CF Holdings purchasing any Company Shares thereunder.

 

As described in Item 5 below, between September 10, 2009 and September 25, 2009, CF Industries purchased 6,985,048 Company Shares, constituting approximately 7.0% of the outstanding Company Shares, in open market transactions for an aggregate purchase price of approximately $247 million.

 

On September 24, 2009, the Company announced plans for a special cash dividend of $7.50 per Company Share, an aggregate of approximately $750 million, which the Company expected to declare and pay in the fourth quarter of 2009.  The Company also announced the commencement of a tender offer and consent solicitation to purchase any and all outstanding 7.00% Senior Notes due 2017 of the Company (the “2017 Notes”) for cash at a price equal to 104.5% of par, including a consent fee. In addition, the Company announced plans to raise up to $600 million of capital through a debt financing.

 

On September 28, 2009, in addition to filing this Statement, CF Holdings delivered to the Company a proposed draft form of merger agreement setting forth the terms of the proposed business combination between CF Holdings and the Company (the “Proposed Merger Agreement”). Among other things, the Proposed Merger Agreement contains the terms of the proposed merger pursuant to which the business combination would be effected, the conditions to the consummation of the merger, and the parties’ respective representations, warranties, covenants and agreements in connection therewith.  Under the terms of the Proposed Merger Agreement, upon the closing of the transaction, each outstanding Company Share would be converted into the right to receive 0.4650 CF Shares (the “Exchange Ratio”). If the Company declares the special dividend of $7.50 per Company Share that the Company announced on September 24, 2009, the Exchange Ratio would be appropriately adjusted based on trading

 



 

CUSIP No.   880915103

13D

Page 8 of 14 Pages

 

prices of CF Shares for an agreed period prior to the closing of the transaction. Under the terms of the Proposed Merger Agreement, the Company would also have the option to cause CF Holdings to issue, in lieu of the common stock consideration, a combination of a fraction of a CF Share and a fraction of a share of a new series of CF Holdings participating preferred stock, which is intended to be equivalent in value, in the aggregate, to 0.4650 CF Shares (or the applicable adjusted Exchange Ratio if the Company declares the special dividend); however, the Company’s election of such option would only become effective if CF Holdings stockholders do not approve the issuance of the CF Shares in the transaction. The terms of the Proposed Merger Agreement include that CF Holdings would issue contingent future shares to CF Holdings’ stockholders immediately prior to the closing of the business combination that would convert into an aggregate of 5 million CF Shares if for a specified period following the business combination CF Shares trade at over $125 per share.  In addition to other customary closing conditions, the Proposed Merger Agreement is conditioned upon the Company exercising its right, pursuant to the provisions of the charter of the Company establishing the terms of the 4.25% Series A Cumulative Convertible Perpetual Preferred Shares, without par value, of the Company, to require all holders of such shares to exchange such shares for convertible subordinated debentures of the Company.  In addition to the conditions set forth in the Proposed Merger Agreement, the proposed business combination is subject to approval by the Board and CF Holdings’ satisfactory completion of confirmatory due diligence on the Company and its subsidiaries.

 

The Proposed Merger Agreement also contains provisions relating to the Board and the Company’s officers and charter and bylaws following the proposed merger. Pursuant to the Proposed Merger Agreement, at the effective time of the proposed merger, the directors and officers of CF Holdings’ wholly-owned merger subsidiary (“Merger Sub”) would become the initial directors and officers of the Company. The existing directors of Merger Sub are Stephen R. Wilson, Anthony J. Nocchiero and Douglas C. Barnard. The existing officers of Merger Sub are Stephen R. Wilson, President, Douglas C. Barnard, Vice President and Secretary, and Anthony J. Nocchiero, Vice President, Treasurer, and Assistant Secretary. Also pursuant to the Proposed Merger Agreement, at the effective time of the proposed merger, the Company’s charter would be amended and restated in its entirety as set forth in an exhibit to be attached to the Proposed Merger Agreement, and, as so amended, would be the charter of the Company until amended as provided therein or by applicable law. The amended and restated charter would amend the Company’s current charter to simplify the authorized capital stock, eliminate provisions relating to takeover defenses and otherwise contain customary provisions for a wholly-owned subsidiary of a public company. Pursuant to the Proposed Merger Agreement, at the effective time of the proposed merger, the bylaws of Merger Sub would become the bylaws of the Company until amended as provided therein or by applicable law. The new bylaws would eliminate provisions related to takeover defenses contained in the Company’s current bylaws and otherwise contain customary provisions for a wholly-owned subsidiary of a public company. In addition, upon consummation of the proposed merger, the Company Shares would be delisted from the New York Stock Exchange and would become eligible for termination of registration pursuant to Section 12(g)(4) of the Securities Act.

 

A copy of the Proposed Merger Agreement, including term sheets for the preferred stock and contingent future shares, is filed as Exhibit 5 hereto and incorporated herein by reference.  The above summary and description of the Proposed Merger Agreement is qualified in its entirety by reference to such Exhibit 5.

 



 

CUSIP No.   880915103

13D

Page 9 of 14 Pages

 

Election of Directors at the Company’s 2009 Annual Meeting of Stockholders

 

To further CF Holdings’ proposal for a business combination with the Company, CF Composite, the record owner of 1,000 Company Shares, nominated three individuals for election as directors of the Company at the Company’s 2009 Annual Meeting of Stockholders of the Company (the “2009 Annual Meeting”).  CF Composite nominated the three nominees, John N. Lilly, David A. Wilson and Irving B. Yoskowitz (the “Nominees”), by delivering a notice to the Company on February 3, 2009, in accordance with the Amended and Restated Bylaws of the Company (the “Bylaws”).

 

On April 14, 2009, the Company announced that on and effective April 13, 2009, the Board had amended the Bylaws in order to eliminate the requirement that the Company’s annual meeting of stockholders be held during the period from April 15 to May 15 of each calendar year and to instead provide that the Company’s annual meeting of stockholders be held on such day of each calendar year as shall be designated by the Board.

 

On August 31, 2009, as the Company had not yet announced a date for the 2009 Annual Meeting, CF Composite filed a complaint in the Circuit Court for Baltimore City, captioned CF Composite, Inc. v. Terra Industries Inc., requesting that the court compel the Company to schedule the 2009 Annual Meeting immediately and hold the 2009 Annual Meeting as soon as reasonably possible.

 

Later on August 31, 2009, the Company announced that it planned to hold the 2009 Annual Meeting on Thursday, November 19, 2009.

 

On September 8, 2009, the Company announced that it planned to hold the 2009 Annual Meeting on Friday, November 20, 2009.

 

On September 9, 2009, because the Company scheduled the 2009 Annual Meeting for a date that is more than 60 days after the anniversary date of the 2008 Annual Meeting of Stockholders of the Company, CF Composite resubmitted to the Company its nomination of the Nominees for election as directors of the Company at the 2009 Annual Meeting, notwithstanding CF Composite’s earlier nomination of the Nominees in accordance with the Bylaws.

 

CF Holdings and CF Composite intend to solicit proxies from the Company’s stockholders for the 2009 Annual Meeting with respect to the Nominees’ election to the Board to give the Company’s stockholders a means of showing their support for a business combination between CF Holdings and the Company. Because the proposed business combination between CF Holdings and the Company may only proceed with the approval of the Board, the election of the Nominees is an important step toward a possible transaction between CF Holdings and the Company. The Board currently consists of eight directors, divided into three separate classes which are elected to staggered three year terms. Only one class of directors is elected per year. As a result, if the Nominees are elected to the Board, they will not constitute a majority of the Board. If necessary, CF Holdings presently intends to nominate additional persons to be considered for election to the Board at the Company’s 2010 Annual Meeting of Stockholders and to ultimately replace a majority of the members of the Board with nominees selected by CF Holdings.

 



 

CUSIP No.   880915103

13D

Page 10 of 14 Pages

 

The Reporting Persons intend to vote all of the Company Shares that they beneficially own for the election of the Nominees at the 2009 Annual Meeting.

 

Potential Changes to the Company’s Business Following Consummation of the Proposed Business Combination

 

Following the consummation of the proposed business combination or if CF Holdings otherwise obtains access to the books and records of the Company, CF Holdings intends to conduct a detailed review of the Company’s business, operations, capitalization and management and consider and determine what, if any, changes would be desirable in light of the circumstances which then exist. It is expected that, initially following the proposed business combination, the business and operations of the Company will, except as set forth in the Proposed Merger Agreement, be continued substantially as they are currently being conducted, but CF Holdings expressly reserves the right to make any changes that it deems necessary, appropriate or convenient to optimize the Company’s potential in conjunction with CF Holdings’ businesses or in light of future developments. Such changes could include, among other things, changes in the Company’s business, corporate structure, assets, properties, marketing strategies, capitalization, management, personnel or dividend policy and additional changes to the Company’s charter and bylaws. As noted above, on September 24, 2009, the Company announced the commencement of a tender offer and consent solicitation to purchase any and all of its outstanding 2017 Notes and announced plans to raise up to $600 million of capital through a debt financing.

 

Other

 

CF Holdings may in the future modify its objectives and proposals regarding the Company. CF Holdings and its representatives and advisors intend to continue to pursue negotiations with the Company and its advisors regarding a business combination with the Company. CF Holdings and its representatives and advisors also intend to communicate formally and informally with other stockholders of the Company, industry participants and other interested parties concerning a business combination with the Company.

 

The Reporting Persons may exercise any and all of their rights as stockholders of the Company in a manner consistent with their equity interests and investment objectives. The Reporting Persons may from time-to-time (i) acquire additional Company Shares (subject to availability at prices deemed favorable) in the open market, in privately negotiated transactions or otherwise, or (ii) dispose of Company Shares at prices deemed favorable in the open market, in privately negotiated transactions or otherwise. The Reporting Persons reserve the right to formulate other plans and/or make other proposals, and take such actions with respect to Company Shares beneficially owned by the Reporting Persons, including any or all of the actions set forth in paragraphs (a) through (j) of Item 4 of Schedule 13D and any other actions as the Reporting Persons may determine.

 

Except as described herein or as would occur upon completion of any of the actions described herein, the Reporting Persons do not and, to the best of the Reporting Persons’ knowledge, the persons named on Schedule A hereto do not, as of the date of this Statement, have any specific

 



 

CUSIP No.   880915103

13D

Page 11 of 14 Pages

 

plans or proposals that relate to or would result in any of the transactions described in paragraphs (a) through (j) of Item 4 of Schedule 13D.

 

Item 5.                                   Interest in Securities of the Issuer.

 

(a) According to the Company’s Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2009, there were 99,786,406 Company Shares outstanding as of July 24, 2009.

 

The Reporting Persons beneficially own, in the aggregate, 6,986,048 Company Shares, or approximately 7.0% of the outstanding Company Shares. Of such shares: (i) 6,985,048 Company Shares, or approximately 7.0% of the outstanding Company Shares, are (a) owned directly by CF Industries and (b) beneficially owned by CF Holdings, as the owner of 100% of the capital stock of CF Industries, and CF Composite, as a direct wholly-owned subsidiary of CF Industries; and (ii) 1,000 Company Shares, or approximately .001% of the outstanding Company Shares, are (a) owned directly by CF Composite and (b) beneficially owned by CF Holdings and CF Industries.

 

To the best of the Reporting Persons’ knowledge, none of the persons named on Schedule A hereto is the beneficial owner of any Company Shares.

 

(b) The Reporting Persons have the shared power to vote or direct the vote, and the shared power to dispose or direct the disposition, of the Purchased Shares.

 

(c) Except as set forth on Schedule B hereto, neither the Reporting Persons nor, to the best of the Reporting Persons’ knowledge, any person named on Schedule A hereto, has effected any transaction in the Company Shares during the past 60 days.

 

(d) Not applicable.

 

(e) Not applicable.

 

Item 6.                                   Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.

 

CF Industries is party to a Credit Agreement, dated as of August 16, 2005, as amended, with CF Holdings, CF Composite, the other loan guarantors party thereto, the lenders party thereto and JPMorgan Chase Bank, N.A., as Administrative Agent (the “Credit Agreement”). Under the terms of the Credit Agreement and related documents, obligations under the Credit Agreement are secured by, among other things, substantially all of the personal property and assets, both tangible and intangible, of CF Industries, including the Purchased Shares. No borrowings under the Credit Agreement were used by the Reporting Persons to finance the Reporting Persons’ acquisition of beneficial ownership of the Purchased Shares. Copies of the Credit Agreement and the amendments thereto are filed as Exhibits 6, 7, and 8 to this Statement.

 

Other than as described in Items 4, 5 and 6 hereof and the documents attached as exhibits hereto, neither the Reporting Persons nor, to the best of the Reporting Persons’ knowledge, any person named on Schedule A hereto, has any contracts, arrangements, understandings or relationships (legal or otherwise) among the persons named in Item 2 and between such persons and any person with respect to any securities of the Company, including but not limited to

 



 

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13D

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transfer or voting of any of the securities, finder’s fees, joint ventures, loan or option arrangements, puts or calls, guarantees of profits, division of profits or loss, or the giving or withholding of proxies.

 

Item 7.                                   Material to be Filed as Exhibits.

 

The following documents are filed as exhibits:

 

Exhibit
Number

 

Exhibit Name

 

 

 

Exhibit 1

 

Letter Proposal, dated January 15, 2009, from CF Industries Holdings, Inc. to Terra Industries Inc.

 

 

 

Exhibit 2

 

Letter Proposal, dated March 9, 2009, from CF Industries Holdings, Inc. to Terra Industries Inc.

 

 

 

Exhibit 3

 

Letter Proposal, dated March 23, 2009, from CF Industries Holdings, Inc. to Terra Industries Inc.

 

 

 

Exhibit 4

 

Letter Proposal, dated August 5, 2009, from CF Industries Holdings, Inc. to Terra Industries Inc.

 

 

 

Exhibit 5

 

Form of Agreement and Plan of Merger, to be entered into among CF Industries Holdings, Inc., Composite Merger Corporation and Terra Industries Inc.

 

 

 

Exhibit 6

 

Credit Agreement, dated as of August 16, 2005, by and among CF Industries Holdings, Inc., as Loan Guarantor, CF Industries, Inc., as Borrower, the Subsidiary Guarantors party thereto, as Loan Guarantors, the Lenders party thereto and JPMorgan Chase Bank, N.A., as Administrative Agent (incorporated by reference to Exhibit 10.1 to CF Industries Holdings, Inc.’s Current Report on Form 8-K, filed with the SEC on August 19, 2005, File No. 001-32597)

 

 

 

Exhibit 7

 

First Amendment to Credit Agreement, dated as of September 5, 2005, by and among CF Industries Holdings, Inc., as Loan Guarantor, CF Industries, Inc., as Borrower, the Subsidiary Guarantors party thereto, as Loan Guarantors, the Lenders party thereto and JPMorgan Chase Bank, N.A., as Administrative Agent (incorporated by reference to Exhibit 10.24 to CF Industries Holdings, Inc.’s Annual Report on Form 10-K, filed with the SEC on February 27, 2008, File No. 001-32597)

 

 

 

Exhibit 8

 

Second Amendment to Credit Agreement, dated as of July 31, 2007, by and among CF Industries Holdings, Inc., as Loan Guarantor, CF Industries, Inc., as Borrower, the Subsidiary Guarantors party thereto, as Loan Guarantors, the Lenders party thereto and JPMorgan Chase Bank, N.A., as Administrative Agent (incorporated by reference to Exhibit 10.25 to CF Industries Holdings, Inc.’s Annual Report on Form 10-K, filed with the SEC on February 27, 2008, File No. 001-32597)

 

 

 

Exhibit 9

 

Joint Filing Agreement, dated as of September 28, 2009, by and among CF Industries Holdings, Inc., CF Industries, Inc. and CF Composite, Inc.

 



 

CUSIP No.   880915103

13D

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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.

 

Date:  September 28, 2009

 

 

 

CF INDUSTRIES HOLDINGS, INC.

 

 

 

 

 

by

/s/ Douglas C. Barnard

 

 

Name: Douglas C. Barnard

 

 

Title:   Vice President, General Counsel, and Secretary

 

 

 

 

 

 

 

CF INDUSTRIES, INC.

 

 

 

 

 

by

/s/ Douglas C. Barnard

 

 

Name: Douglas C. Barnard

 

 

Title:   Vice President, General Counsel, and Secretary

 

 

 

 

 

 

 

CF COMPOSITE, INC.

 

 

 

 

 

by

/s/ Douglas C. Barnard

 

 

Name: Douglas C. Barnard

 

 

Title:   Director, Vice President, and Secretary

 



 

CUSIP No.   880915103

13D

Page 14 of 14 Pages

 

EXHIBIT INDEX

 

Exhibit
Number

 

Exhibit Name

 

 

 

Exhibit 1

 

Letter Proposal, dated January 15, 2009, from CF Industries Holdings, Inc. to Terra Industries Inc.

 

 

 

Exhibit 2

 

Letter Proposal, dated March 9, 2009, from CF Industries Holdings, Inc. to Terra Industries Inc.

 

 

 

Exhibit 3

 

Letter Proposal, dated March 23, 2009, from CF Industries Holdings, Inc. to Terra Industries Inc.

 

 

 

Exhibit 4

 

Letter Proposal, dated August 5, 2009, from CF Industries Holdings, Inc. to Terra Industries Inc.

 

 

 

Exhibit 5

 

Form of Agreement and Plan of Merger, to be entered into among CF Industries Holdings, Inc., Composite Merger Corporation and Terra Industries Inc.

 

 

 

Exhibit 6

 

Credit Agreement, dated as of August 16, 2005, by and among CF Industries Holdings, Inc., as Loan Guarantor, CF Industries, Inc., as Borrower, the Subsidiary Guarantors party thereto, as Loan Guarantors, the Lenders party thereto and JPMorgan Chase Bank, N.A., as Administrative Agent (incorporated by reference to Exhibit 10.1 to CF Industries Holdings, Inc.’s Current Report on Form 8-K, filed with the SEC on August 19, 2005, File No. 001-32597)

 

 

 

Exhibit 7

 

First Amendment to Credit Agreement, dated as of September 5, 2005, by and among CF Industries Holdings, Inc., as Loan Guarantor, CF Industries, Inc., as Borrower, the Subsidiary Guarantors party thereto, as Loan Guarantors, the Lenders party thereto and JPMorgan Chase Bank, N.A., as Administrative Agent (incorporated by reference to Exhibit 10.24 to CF Industries Holdings, Inc.’s Annual Report on Form 10-K, filed with the SEC on February 27, 2008, File No. 001-32597)

 

 

 

Exhibit 8

 

Second Amendment to Credit Agreement, dated as of July 31, 2007, by and among CF Industries Holdings, Inc., as Loan Guarantor, CF Industries, Inc., as Borrower, the Subsidiary Guarantors party thereto, as Loan Guarantors, the Lenders party thereto and JPMorgan Chase Bank, N.A., as Administrative Agent (incorporated by reference to Exhibit 10.25 to CF Industries Holdings, Inc.’s Annual Report on Form 10-K, filed with the SEC on February 27, 2008, File No. 001-32597)

 

 

 

Exhibit 9

 

Joint Filing Agreement, dated as of September 28, 2009, by and among CF Industries Holdings, Inc., CF Industries, Inc. and CF Composite, Inc.

 



 

SCHEDULE A

 

EXECUTIVE OFFICERS AND DIRECTORS OF REPORTING PERSONS

 

The following is a list of the executive officers and directors of the Reporting Persons, setting forth the present principal occupation or employment and the name, principal business and address of any corporation or other organization in which such employment is conducted for each such person.  Unless otherwise indicated, the current business address of each person is 4 Parkway North, Suite 400, Deerfield, Illinois 60015-2590. All executive officers and directors listed below are citizens of the United States. Capitalized terms used but not otherwise defined in this Schedule A have the meaning ascribed to them in the Schedule 13D to which this Schedule A is attached.

 

Board of Directors of CF Holdings

 

Name

 

Present Position with CF Holdings
or Other Principal Occupation or
Employment

 

Business Address
(if other than CF Holdings)

 

 

 

 

 

Stephen R. Wilson

 

Chairman of the Board, President and
Chief Executive Officer, CF Holdings

 

 

 

 

 

 

 

Robert C. Arzbaecher

 

Director, CF Holdings
Chairman of the Board, President
and Chief Executive Officer, Actuant Corporation, a manufacturer and marketer of industrial products and systems

 

13000 West Silver Spring Dr.
Butler, Wisconsin, 53007

 

 

 

 

 

Wallace W. Creek

 

Director, CF Holdings
Director, Columbus McKinnon Corporation, a manufacturer of material handling products

 

 

 

 

 

 

 

William Davisson

 

Director, CF Holdings
Chief Executive Officer, GROWMARK, Inc., a regional cooperative providing agriculture-related products and services and grain marketing

 

1701 Towanda Avenue
Bloomington, Illinois 61701

 

 

 

 

 

Stephen A. Furbacher

 

Director, CF Holdings

 

 

 

 

 

 

 

David R. Harvey

 

Director, CF Holdings
Director, Sigma-Aldrich Corporation, a manufacturer and distributor of biochemical and organic chemicals

 

 

 

 

 

 

 

John D. Johnson

 

Director, CF Holdings
President and Chief Executive Officer, CHS Inc., a diversified energy, grains and foods company

 

5600 Cenex Drive
Inver Grove Heights, Minnesota, 55077

 

 

 

 

 

Edward A. Schmitt

 

Director, CF Holdings

 

 

 

1



 

Executive Officers of CF Holdings

 

Name

 

Present Position with CF Holdings

 

 

 

Stephen R. Wilson

 

Chairman of the Board, President and Chief Executive Officer

 

 

 

Anthony J. Nocchiero

 

Senior Vice President and Chief Financial Officer

 

 

 

Douglas C. Barnard

 

Vice President, General Counsel, and Secretary

 

 

 

Bert A. Frost

 

Vice President, Sales and Market Development

 

 

 

Richard A. Hoker

 

Vice President and Corporate Controller

 

 

 

Wendy S. Jablow Spertus

 

Vice President, Human Resources

 

 

 

Philipp P. Koch

 

Vice President, Supply Chain

 

 

 

Lynn F. White

 

Vice President, Corporate Development

 

 

 

W. Anthony Will

 

Vice President, Manufacturing and Distribution

 

2



 

Board of Directors of CF Industries

 

Name

 

Present Position with CF Industries or Other Principal
Occupation or Employment

 

 

 

Stephen R. Wilson

 

Chairman of the Board, President and Chief Executive Officer, CF Industries
Chairman of the Board, President and Chief Executive Officer, CF Holdings

 

 

 

Anthony J. Nocchiero

 

Director, CF Industries
Senior Vice President and Chief Financial Officer, CF Holdings

 

 

 

Douglas C. Barnard

 

Director, CF Industries
Vice President, General Counsel, and Secretary, CF Holdings

 

3



 

Executive Officers of CF Industries

 

Name

 

Present Position with CF Industries or Other Principal
Occupation or Employment

 

 

 

Stephen R. Wilson

 

Chairman of the Board, President and Chief Executive Officer, CF Industries
Chairman of the Board, President and Chief Executive Officer, CF Holdings

 

 

 

Anthony J. Nocchiero

 

Senior Vice President and Chief Financial Officer, CF Industries
Director, CF Industries
Senior Vice President and Chief Financial Officer, CF Holdings

 

 

 

Douglas C. Barnard

 

Vice President, General Counsel, and Secretary, CF Industries
Director, CF Industries
Vice President, General Counsel, and Secretary, CF Holdings

 

 

 

Bert A. Frost

 

Vice President, Sales and Market Development, CF Industries
Vice President, Sales and Market Development, CF Holdings

 

 

 

Richard A. Hoker

 

Vice President and Corporate Controller, CF Industries
Vice President and Corporate Controller, CF Holdings

 

 

 

Wendy S. Jablow Spertus

 

Vice President, Human Resources, CF Industries
Vice President, Human Resources, CF Holdings

 

 

 

Philipp P. Koch

 

Vice President, Supply Chain, CF Industries
Vice President, Supply Chain, CF Holdings

 

 

 

Lynn F. White

 

Vice President, Corporate Development, CF Industries
Vice President, Corporate Development, CF Holdings

 

 

 

W. Anthony Will

 

Vice President, Manufacturing and Distribution, CF Industries
Vice President, Manufacturing and Distribution, CF Holdings

 

4



 

Board of Directors of CF Composite

 

Name

 

Present Position with CF Composite or Other Principal
Occupation or Employment

 

 

 

Stephen R. Wilson

 

Director and President, CF Composite
Chairman of the Board, President and Chief Executive Officer, CF Holdings

 

 

 

Anthony J. Nocchiero

 

Director and Vice President, CF Composite
Senior Vice President and Chief Financial Officer, CF Holdings

 

 

 

Douglas C. Barnard

 

Director, Vice President and Secretary, CF Composite
Vice President, General Counsel, and Secretary, CF Holdings

 

5



 

Executive Officers of CF Composite

 

Name

 

Present Position with CF Composite or Other Principal
Occupation or Employment

 

 

 

Stephen R. Wilson

 

Director and President, CF Composite
Chairman of the Board, President and Chief Executive Officer, CF Holdings

 

 

 

Anthony J. Nocchiero

 

Director and Vice President, CF Composite
Senior Vice President and Chief Financial Officer, CF Holdings

 

 

 

Douglas C. Barnard

 

Director, Vice President and Secretary, CF Composite
Vice President, General Counsel, and Secretary, CF Holdings

 

6



 

SCHEDULE B

 

Certain Information Required by Item 5 of Schedule 13D

 

(c) During the past 60 days, CF Industries purchased Terra Shares in open market transactions as indicated below. The price per share excludes brokerage commissions.

 

September 10, 2009

 

No. of Shares Purchased

 

Price Per Share

 

 

 

 

 

2,100

 

$31.4200

 

400

 

$31.4800

 

800

 

$31.4900

 

100

 

$31.5000

 

1,900

 

$31.5100

 

300

 

$31.5200

 

300

 

$31.5300

 

400

 

$31.5400

 

100

 

$31.5500

 

700

 

$31.5600

 

1,000

 

$31.5800

 

200

 

$31.5900

 

900

 

$31.6000

 

700

 

$31.6100

 

1,300

 

$31.6200

 

700

 

$31.6300

 

1,800

 

$31.6400

 

1,800

 

$31.6500

 

800

 

$31.6600

 

696

 

$31.6700

 

100

 

$31.6800

 

400

 

$31.6900

 

300

 

$31.7000

 

700

 

$31.7100

 

800

 

$31.7200

 

504

 

$31.7300

 

3,700

 

$31.7400

 

2,500

 

$31.7498

 

800

 

$31.7600

 

500

 

$31.7700

 

930

 

$31.7800

 

100

 

$31.7900

 

770

 

$31.8000

 

100

 

$31.8100

 

102

 

$31.8600

 

 

1



 

279

 

$31.8700

 

200

 

$31.8800

 

1,021

 

$31.8900

 

100

 

$31.9100

 

200

 

$31.9200

 

698

 

$31.9300

 

200

 

$31.9400

 

1,579

 

$31.9500

 

900

 

$31.9600

 

1,400

 

$31.9700

 

1,221

 

$31.9800

 

1,200

 

$31.9900

 

2,500

 

$32.0000

 

800

 

$32.0100

 

400

 

$32.0200

 

1,500

 

$32.0300

 

1,500

 

$32.0400

 

2,100

 

$32.0500

 

700

 

$32.0600

 

500

 

$32.0700

 

400

 

$32.0800

 

3,000

 

$32.0902

 

12,496

 

$32.1001

 

2,509

 

$32.1100

 

6,791

 

$32.1201

 

6,214

 

$32.1301

 

6,321

 

$32.1400

 

10,009

 

$32.1500

 

5,361

 

$32.1600

 

3,699

 

$32.1700

 

2,800

 

$32.1800

 

1,400

 

$32.1900

 

8,200

 

$32.2003

 

4,193

 

$32.2100

 

7,786

 

$32.2199

 

7,041

 

$32.2299

 

7,313

 

$32.2401

 

6,901

 

$32.2500

 

4,100

 

$32.2599

 

3,862

 

$32.2699

 

7,304

 

$32.2800

 

4,957

 

$32.2900

 

14,781

 

$32.3001

 

10,241

 

$32.3101

 

12,657

 

$32.3200

 

8,197

 

$32.3299

 

4,567

 

$32.3401

 

5,183

 

$32.3501

 

 

2



 

4,995

 

$32.3600

 

2,859

 

$32.3698

 

3,276

 

$32.3800

 

7,967

 

$32.3900

 

8,520

 

$32.3999

 

100

 

$32.4150

 

1,400

 

$32.4200

 

2,100

 

$32.4300

 

3,144

 

$32.4394

 

3,419

 

$32.4499

 

2,200

 

$32.4600

 

900

 

$32.4700

 

2,284

 

$32.4804

 

8,227

 

$32.4901

 

10,005

 

$32.5000

 

9,800

 

$32.5100

 

2,200

 

$32.5200

 

5,321

 

$32.5300

 

2,400

 

$32.5400

 

4,729

 

$32.5500

 

4,202

 

$32.5601

 

10,674

 

$32.5700

 

16,892

 

$32.5800

 

8,603

 

$32.5899

 

9,194

 

$32.6000

 

2,306

 

$32.6100

 

 

September 11, 2009

 

No. of Shares Purchased

 

Price Per Share

 

 

 

 

 

100

 

$32.7000

 

400

 

$32.7200

 

587

 

$32.7400

 

313

 

$32.7500

 

400

 

$32.7600

 

1,200

 

$32.7700

 

200

 

$32.7800

 

600

 

$32.7900

 

118

 

$32.8000

 

300

 

$32.8100

 

1,500

 

$32.8200

 

1,200

 

$32.8300

 

2,133

 

$32.8400

 

5,000

 

$32.8500

 

1,017

 

$32.8600

 

 

3



 

1,483

 

$32.8700

 

2,000

 

$32.8800

 

882

 

$32.8900

 

1,500

 

$32.9000

 

1,867

 

$32.9100

 

1,528

 

$32.9200

 

1,300

 

$32.9300

 

1,400

 

$32.9400

 

1,200

 

$32.9500

 

400

 

$32.9600

 

973

 

$32.9700

 

1,384

 

$32.9800

 

1,970

 

$32.9900

 

19,729

 

$33.0000

 

3,804

 

$33.0100

 

4,785

 

$33.0198

 

3,322

 

$33.0300

 

3,561

 

$33.0400

 

3,900

 

$33.0500

 

4,469

 

$33.0600

 

4,279

 

$33.0700

 

4,684

 

$33.0800

 

8,672

 

$33.0901

 

11,954

 

$33.1001

 

9,553

 

$33.1100

 

8,421

 

$33.1199

 

11,467

 

$33.1302

 

13,815

 

$33.1400

 

16,875

 

$33.1499

 

7,210

 

$33.1601

 

6,887

 

$33.1701

 

8,397

 

$33.1800

 

10,033

 

$33.1900

 

15,801

 

$33.2000

 

6,150

 

$33.2100

 

7,066

 

$33.2197

 

8,044

 

$33.2300

 

16,300

 

$33.2400

 

10,777

 

$33.2500

 

5,800

 

$33.2599

 

6,100

 

$33.2698

 

5,630

 

$33.2800

 

3,167

 

$33.2900

 

7,117

 

$33.2998

 

9,200

 

$33.3100

 

4,044

 

$33.3200

 

3,944

 

$33.3300

 

2,600

 

$33.3406

 

 

4



 

3,100

 

$33.3502

 

2,000

 

$33.3600

 

1,900

 

$33.3700

 

711

 

$33.3800

 

1,288

 

$33.3900

 

1,300

 

$33.4000

 

400

 

$33.4200

 

1,189

 

$33.4300

 

700

 

$33.4350

 

500

 

$33.4500

 

400

 

$33.4600

 

800

 

$33.4700

 

2,100

 

$33.4800

 

2,393

 

$33.4900

 

7,807

 

$33.5000

 

1,500

 

$33.5100

 

1,800

 

$33.5200

 

1,000

 

$33.5305

 

2,100

 

$33.5400

 

3,900

 

$33.5501

 

1,300

 

$33.5600

 

900

 

$33.5700

 

400

 

$33.5750

 

 

September 14, 2009

 

No. of Shares Purchased

 

Price Per Share

 

 

 

 

 

100

 

$32.7600

 

300

 

$32.7700

 

100

 

$32.8800

 

12,008

 

$32.8900

 

2,400

 

$32.9200

 

300

 

$32.9300

 

200

 

$32.9700

 

600

 

$32.9800

 

300

 

$32.9900

 

600

 

$33.0600

 

800

 

$33.0700

 

512

 

$33.0800

 

1,000

 

$33.0900

 

2,806

 

$33.0987

 

4,894

 

$33.1100

 

6,029

 

$33.1207

 

12,828

 

$33.1304

 

5,489

 

$33.1402

 

 

5



 

16,576

 

$33.1497

 

14,879

 

$33.1595

 

20,800

 

$33.1702

 

20,285

 

$33.1802

 

24,923

 

$33.1899

 

25,979

 

$33.2001

 

16,800

 

$33.2099

 

16,696

 

$33.2195

 

8,957

 

$33.2306

 

7,400

 

$33.2404

 

2,847

 

$33.2500

 

1,100

 

$33.2600

 

800

 

$33.2700

 

2,200

 

$33.2800

 

400

 

$33.2900

 

800

 

$33.3000

 

1,900

 

$33.3092

 

600

 

$33.3200

 

3,400

 

$33.3300

 

1,262

 

$33.3400

 

338

 

$33.3500

 

2,500

 

$33.3618

 

900

 

$33.3700

 

1,400

 

$33.3800

 

1,100

 

$33.3900

 

1,600

 

$33.4000

 

1,700

 

$33.4100

 

200

 

$33.4200

 

500

 

$33.4300

 

600

 

$33.4400

 

1,400

 

$33.4500

 

1,100

 

$33.4600

 

2,177

 

$33.4700

 

3,400

 

$33.4800

 

4,600

 

$33.4900

 

15,923

 

$33.5000

 

3,645

 

$33.5500

 

 

September 15, 2009

 

No. of Shares Purchased

 

Price Per Share

 

 

 

 

 

927

 

$33.5900

 

7,950

 

$33.6000

 

600

 

$33.6900

 

1,123

 

$33.7000

 

 

6



 

2,000

 

$33.7180

 

400

 

$33.7500

 

600

 

$33.7600

 

1,300

 

$33.8500

 

737

 

$33.8600

 

1,776

 

$33.8700

 

10,061

 

$33.8811

 

18,213

 

$33.8900

 

10,300

 

$33.8997

 

4,600

 

$33.9091

 

3,713

 

$33.9211

 

6,800

 

$33.9300

 

13,260

 

$33.9400

 

12,100

 

$33.9500

 

15,040

 

$33.9600

 

9,500

 

$33.9699

 

9,100

 

$33.9798

 

13,328

 

$33.9900

 

17,272

 

$34.0000

 

5,300

 

$34.0100

 

13,672

 

$34.0204

 

48,500

 

$34.0325

 

42,304

 

$34.0400

 

152,530

 

$34.0499

 

20,079

 

$34.0600

 

12,280

 

$34.0700

 

16,440

 

$34.0800

 

7,511

 

$34.0897

 

31,028

 

$34.1000

 

7,939

 

$34.1100

 

16,379

 

$34.1200

 

46,145

 

$34.1300

 

4,600

 

$34.1400

 

5,700

 

$34.1500

 

8,500

 

$34.1600

 

2,800

 

$34.1700

 

2,902

 

$34.1800

 

3,100

 

$34.1900

 

4,900

 

$34.2000

 

2,000

 

$34.2100

 

2,786

 

$34.2200

 

6,172

 

$34.2302

 

6,788

 

$34.2401

 

11,044

 

$34.2500

 

500

 

$34.2600

 

410

 

$34.2800

 

800

 

$34.3000

 

501

 

$34.3100

 

 

7



 

1,391

 

$34.3200

 

2,400

 

$34.3300

 

4,455

 

$34.3400

 

8,454

 

$34.3500

 

1,000

 

$34.3700

 

4,100

 

$34.3800

 

2,006

 

$34.3900

 

3,700

 

$34.4000

 

6,085

 

$34.4111

 

4,409

 

$34.4200

 

3,298

 

$34.4300

 

3,602

 

$34.4400

 

2,600

 

$34.4500

 

400

 

$34.4600

 

200

 

$34.4700

 

300

 

$34.4817

 

1,600

 

$34.4900

 

2,800

 

$34.5000

 

500

 

$34.5100

 

635

 

$34.5200

 

2,665

 

$34.5300

 

1,300

 

$34.5400

 

6,300

 

$34.5500

 

600

 

$34.5600

 

800

 

$34.5700

 

800

 

$34.5800

 

900

 

$34.5894

 

2,400

 

$34.6000

 

798

 

$34.6100

 

902

 

$34.6200

 

1,008

 

$34.6307

 

1,700

 

$34.6400

 

4,192

 

$34.6500

 

800

 

$34.6600

 

100

 

$34.6800

 

100

 

$34.6900

 

400

 

$34.7000

 

100

 

$34.7100

 

1,800

 

$34.7200

 

3,899

 

$34.7299

 

5,301

 

$34.7400

 

5,400

 

$34.7500

 

10,800

 

$34.7600

 

8,199

 

$34.7700

 

10,901

 

$34.7800

 

12,699

 

$34.7900

 

22,647

 

$34.8000

 

6,157

 

$34.8100

 

 

8



 

9,899

 

$34.8200

 

8,899

 

$34.8300

 

6,798

 

$34.8396

 

9,592

 

$34.8505

 

4,908

 

$34.8600

 

7,304

 

$34.8694

 

17,861

 

$34.8800

 

19,411

 

$34.8900

 

33,033

 

$34.9000

 

14,061

 

$34.9097

 

12,124

 

$34.9207

 

17,341

 

$34.9300

 

13,559

 

$34.9398

 

34,053

 

$34.9501

 

10,788

 

$34.9600

 

9,820

 

$34.9697

 

10,997

 

$34.9805

 

32,154

 

$34.9900

 

35,062

 

$35.0000

 

 

September 16, 2009

 

No. of Shares Purchased

 

Price Per Share

 

 

 

 

 

7,600

 

$35.0000

 

100

 

$35.0800

 

700

 

$35.1050

 

1,872

 

$35.1224

 

600

 

$35.1300

 

100

 

$35.1400

 

100

 

$35.1500

 

400

 

$35.1600

 

900

 

$35.1700

 

700

 

$35.1800

 

800

 

$35.1900

 

700

 

$35.2000

 

2,400

 

$35.2100

 

200

 

$35.2200

 

1,600

 

$35.2250

 

25,300

 

$35.2400

 

1,400

 

$35.2500

 

1,100

 

$35.2750

 

800

 

$35.2800

 

4,000

 

$35.3024

 

100

 

$35.3100

 

600

 

$35.3300

 

 

9



 

500

 

$35.3500

 

800

 

$35.3600

 

300

 

$35.3700

 

800

 

$35.3800

 

2,700

 

$35.3900

 

4,446

 

$35.3999

 

2,000

 

$35.4088

 

7,900

 

$35.4208

 

5,200

 

$35.4300

 

7,000

 

$35.4389

 

6,448

 

$35.4500

 

6,700

 

$35.4600

 

12,500

 

$35.4697

 

17,945

 

$35.4790

 

25,112

 

$35.4902

 

75,908

 

$35.5000

 

5,834

 

$35.5099

 

9,300

 

$35.5216

 

16,386

 

$35.5302

 

10,600

 

$35.5400

 

33,181

 

$35.5482

 

3,398

 

$35.5607

 

3,800

 

$35.5700

 

3,176

 

$35.5800

 

3,600

 

$35.5888

 

4,300

 

$35.6008

 

2,098

 

$35.6100

 

4,700

 

$35.6204

 

12,002

 

$35.6302

 

6,094

 

$35.6398

 

30,192

 

$35.6499

 

5,653

 

$35.6600

 

9,290

 

$35.6703

 

5,203

 

$35.6800

 

8,771

 

$35.6900

 

14,008

 

$35.7000

 

11,225

 

$35.7100

 

18,658

 

$35.7201

 

17,291

 

$35.7331

 

16,200

 

$35.7424

 

55,806

 

$35.7500

 

7,202

 

$35.7600

 

6,969

 

$35.7709

 

5,700

 

$35.7800

 

10,300

 

$35.7900

 

17,996

 

$35.7999

 

10,698

 

$35.8103

 

7,799

 

$35.8200

 

 

10



 

14,713

 

$35.8302

 

10,600

 

$35.8406

 

15,635

 

$35.8498

 

6,829

 

$35.8600

 

5,010

 

$35.8700

 

4,200

 

$35.8800

 

7,857

 

$35.8900

 

12,447

 

$35.9001

 

11,000

 

$35.9116

 

6,697

 

$35.9196

 

9,464

 

$35.9303

 

7,036

 

$35.9400

 

8,036

 

$35.9499

 

10,049

 

$35.9600

 

9,540

 

$35.9698

 

11,407

 

$35.9803

 

22,869

 

$35.9903

 

161,824

 

$36.0000

 

3,500

 

$36.0104

 

2,000

 

$36.0200

 

2,800

 

$36.0300

 

3,100

 

$36.0400

 

3,600

 

$36.0500

 

1,100

 

$36.0600

 

1,000

 

$36.0700

 

4,200

 

$36.0798

 

1,400

 

$36.0900

 

1,500

 

$36.1000

 

1,399

 

$36.1100

 

2,701

 

$36.1200

 

2,100

 

$36.1300

 

1,800

 

$36.1400

 

2,300

 

$36.1500

 

200

 

$36.1600

 

 

11



 

September 17, 2009

 

No. of Shares Purchased

 

Price Per Share

 

 

 

 

 

8,800

 

$35.7300

 

200

 

$35.7500

 

800

 

$35.7900

 

200

 

$35.8000

 

400

 

$35.8300

 

200

 

$35.8500

 

1,000

 

$35.8698

 

1,400

 

$35.8821

 

1,300

 

$35.8900

 

1,400

 

$35.9000

 

900

 

$35.9100

 

700

 

$35.9200

 

1,174

 

$35.9300

 

3,315

 

$35.9400

 

4,285

 

$35.9505

 

3,116

 

$35.9601

 

4,214

 

$35.9694

 

6,396

 

$35.9791

 

10,600

 

$35.9900

 

19,804

 

$36.0000

 

3,796

 

$36.0087

 

3,500

 

$36.0204

 

2,798

 

$36.0300

 

300

 

$36.0425

 

2,000

 

$36.0505

 

3,300

 

$36.0600

 

3,478

 

$36.0703

 

7,200

 

$36.0800

 

6,117

 

$36.0900

 

5,900

 

$36.1007

 

5,018

 

$36.1100

 

4,000

 

$36.1200

 

6,200

 

$36.1306

 

5,100

 

$36.1401

 

2,969

 

$36.1500

 

6,404

 

$36.1600

 

5,092

 

$36.1702

 

7,736

 

$36.1802

 

15,553

 

$36.1899

 

9,564

 

$36.1999

 

5,200

 

$36.2100

 

5,100

 

$36.2197

 

6,483

 

$36.2303

 

8,782

 

$36.2402

 

8,887

 

$36.2500

 

4,500

 

$36.2600

 

10,144

 

$36.2701

 

7,543

 

$36.2800

 

10,079

 

$36.2900

 

18,980

 

$36.3000

 

7,844

 

$36.3102

 

11,029

 

$36.3200

 

11,183

 

$36.3297

 

9,133

 

$36.3400

 

15,285

 

$36.3501

 

 

12



 

15,694

 

$36.3600

 

12,105

 

$36.3699

 

11,285

 

$36.3800

 

10,604

 

$36.3900

 

13,512

 

$36.4000

 

5,278

 

$36.4100

 

3,900

 

$36.4200

 

3,021

 

$36.4300

 

3,397

 

$36.4400

 

3,703

 

$36.4499

 

9,597

 

$36.4600

 

1,900

 

$36.4700

 

4,800

 

$36.4800

 

2,200

 

$36.4902

 

6,903

 

$36.5000

 

3,047

 

$36.5100

 

3,000

 

$36.5200

 

3,300

 

$36.5300

 

3,500

 

$36.5400

 

3,200

 

$36.5500

 

3,400

 

$36.5600

 

7,300

 

$36.5700

 

3,610

 

$36.5800

 

1,500

 

$36.5900

 

3,290

 

$36.6000

 

2,898

 

$36.6100

 

11,492

 

$36.6171

 

2,000

 

$36.6301

 

910

 

$36.6400

 

800

 

$36.6500

 

2,000

 

$36.6603

 

817

 

$36.6702

 

2,283

 

$36.6800

 

600

 

$36.6900

 

3,500

 

$36.7000

 

1,740

 

$36.7295

 

1,700

 

$36.7409

 

5,574

 

$36.7500

 

1,400

 

$36.7600

 

300

 

$36.7900

 

6,600

 

$36.7998

 

1,400

 

$36.8104

 

700

 

$36.8200

 

1,300

 

$36.8296

 

900

 

$36.8406

 

2,100

 

$36.8502

 

4,100

 

$36.8600

 

2,300

 

$36.8672

 

 

13



 

900

 

$36.8800

 

200

 

$36.9000

 

 

September 18, 2009

 

No. of Shares Purchased

 

Price Per Share

 

 

 

 

 

600

 

$36.1000

 

200

 

$36.1100

 

1,032

 

$36.1300

 

1,368

 

$36.1400

 

2,400

 

$36.1482

 

300

 

$36.1600

 

508

 

$36.1700

 

500

 

$36.1800

 

591

 

$36.2000

 

409

 

$36.2100

 

74

 

$36.2200

 

326

 

$36.2300

 

300

 

$36.2500

 

600

 

$36.2600

 

22,392

 

$36.2700

 

500

 

$36.2800

 

100

 

$36.2900

 

200

 

$36.3000

 

1,400

 

$36.3200

 

4,869

 

$36.3297

 

3,631

 

$36.3400

 

2,560

 

$36.3503

 

9,679

 

$36.3599

 

8,197

 

$36.3695

 

4,690

 

$36.3791

 

7,041

 

$36.3904

 

70,267

 

$36.3959

 

7,892

 

$36.4097

 

7,400

 

$36.4207

 

9,674

 

$36.4300

 

5,019

 

$36.4400

 

10,885

 

$36.4500

 

11,039

 

$36.4599

 

12,172

 

$36.4698

 

10,193

 

$36.4796

 

15,756

 

$36.4901

 

26,816

 

$36.4998

 

3,720

 

$36.5087

 

2,600

 

$36.5200

 

 

14



 

3,500

 

$36.5301

 

3,400

 

$36.5400

 

4,900

 

$36.5500

 

2,300

 

$36.5600

 

6,070

 

$36.5706

 

10,375

 

$36.5798

 

21,051

 

$36.5899

 

26,198

 

$36.6002

 

4,406

 

$36.6100

 

3,900

 

$36.6197

 

7,600

 

$36.6296

 

5,195

 

$36.6400

 

9,673

 

$36.6500

 

6,300

 

$36.6600

 

5,830

 

$36.6700

 

5,575

 

$36.6800

 

2,165

 

$36.6900

 

2,692

 

$36.7000

 

802

 

$36.7100

 

3,700

 

$36.7200

 

7,235

 

$36.7301

 

12,215

 

$36.7414

 

46,041

 

$36.7500

 

12,600

 

$36.7598

 

7,149

 

$36.7699

 

7,254

 

$36.7798

 

1,500

 

$36.7900

 

3,100

 

$36.8000

 

900

 

$36.8100

 

1,600

 

$36.8200

 

1,100

 

$36.8300

 

2,105

 

$36.8411

 

1,395

 

$36.8500

 

2,175

 

$36.8600

 

1,500

 

$36.8700

 

6,725

 

$36.8800

 

5,113

 

$36.8900

 

5,887

 

$36.9000

 

700

 

$36.9107

 

1,200

 

$36.9204

 

1,853

 

$36.9300

 

800

 

$36.9394

 

3,000

 

$36.9460

 

2,167

 

$36.9600

 

600

 

$36.9700

 

2,164

 

$36.9800

 

3,628

 

$36.9900

 

129,189

 

$37.0000

 

 

15



 

September 21, 2009

 

No. of Shares Purchased

 

Price Per Share

 

 

 

 

 

100

 

$34.7800

 

200

 

$34.7900

 

400

 

$34.8200

 

1,300

 

$34.8300

 

450

 

$34.8406

 

200

 

$34.8500

 

700

 

$34.8700

 

1,100

 

$34.8800

 

1,000

 

$34.8900

 

5,600

 

$34.8991

 

1,091

 

$34.9100

 

2,300

 

$34.9200

 

2,600

 

$34.9300

 

1,800

 

$34.9400

 

5,800

 

$34.9506

 

2,702

 

$34.9600

 

5,329

 

$34.9700

 

6,875

 

$34.9804

 

11,442

 

$34.9900

 

26,411

 

$35.0000

 

1,000

 

$35.0100

 

600

 

$35.0208

 

400

 

$35.0300

 

400

 

$35.0400

 

200

 

$35.0550

 

400

 

$35.0613

 

200

 

$35.0700

 

500

 

$35.0900

 

400

 

$35.1025

 

400

 

$35.1100

 

1,103

 

$35.1205

 

300

 

$35.1400

 

700

 

$35.1500

 

897

 

$35.1583

 

2,100

 

$35.1700

 

500

 

$35.1800

 

900

 

$35.1850

 

1,900

 

$35.2003

 

2,200

 

$35.2100

 

1,574

 

$35.2200

 

1,600

 

$35.2300

 

 

16



 

1,700

 

$35.2400

 

3,600

 

$35.2500

 

5,713

 

$35.2600

 

6,025

 

$35.2698

 

8,212

 

$35.2802

 

7,181

 

$35.2900

 

11,592

 

$35.3003

 

6,401

 

$35.3100

 

3,759

 

$35.3202

 

5,769

 

$35.3299

 

13,127

 

$35.3401

 

33,386

 

$35.3500

 

9,362

 

$35.3601

 

14,082

 

$35.3700

 

10,880

 

$35.3797

 

13,923

 

$35.3897

 

7,893

 

$35.4000

 

14,001

 

$35.4109

 

5,499

 

$35.4206

 

4,389

 

$35.4302

 

18,459

 

$35.4398

 

7,981

 

$35.4497

 

7,996

 

$35.4600

 

23,311

 

$35.4701

 

9,281

 

$35.4799

 

15,592

 

$35.4900

 

5,898

 

$35.5000

 

7,430

 

$35.5108

 

2,900

 

$35.5200

 

6,968

 

$35.5300

 

4,499

 

$35.5400

 

6,300

 

$35.5494

 

11,700

 

$35.5601

 

3,496

 

$35.5694

 

6,800

 

$35.5800

 

2,700

 

$35.5900

 

1,000

 

$35.5998

 

1,303

 

$35.6103

 

2,699

 

$35.6200

 

4,818

 

$35.6287

 

3,749

 

$35.6400

 

6,331

 

$35.6500

 

8,000

 

$35.6598

 

2,900

 

$35.6699

 

2,000

 

$35.6800

 

1,400

 

$35.6900

 

1,800

 

$35.7000

 

4,704

 

$35.7113

 

 

17



 

2,831

 

$35.7194

 

5,669

 

$35.7300

 

9,596