Amendment No. 21 to Schedule 13D

-----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, DzoJEmOMTPo8ncq4FbHbCaWmNtwkkVSlxycpPYYBwRCS9wFtsJUXN7tC6QHh9uRF I9sUXvEPdCsxtAAGCtOUzg== 0001193125-04-169235.txt : 20041008 0001193125-04-169235.hdr.sgml : 20041008 20041008171537 ACCESSION NUMBER: 0001193125-04-169235 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 20041008 DATE AS OF CHANGE: 20041008 GROUP MEMBERS: TAURUS INVESTMENTS S.A. SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: TERRA INDUSTRIES INC CENTRAL INDEX KEY: 0000722079 STANDARD INDUSTRIAL CLASSIFICATION: AGRICULTURE CHEMICALS [2870] IRS NUMBER: 521145429 STATE OF INCORPORATION: MD FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-34386 FILM NUMBER: 041072799 BUSINESS ADDRESS: STREET 1: 600 FOURTH ST STREET 2: PO BOX 6000 CITY: SIOUX CITY STATE: IA ZIP: 51102-6000 BUSINESS PHONE: 7122771340 MAIL ADDRESS: STREET 1: 600 FOURTH STREET STREET 2: PO BOX 6000 CITY: SIOUX CITY STATE: IA ZIP: 51102-6000 FORMER COMPANY: FORMER CONFORMED NAME: INSPIRATION RESOURCES CORP DATE OF NAME CHANGE: 19920517 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: ANGLO AMERICAN PLC CENTRAL INDEX KEY: 0001088370 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 20 CARLTON HOUSE TERRACE CITY: LONDON U K STATE: X0 ZIP: SW1Y 5AN BUSINESS PHONE: 011441716988888 MAIL ADDRESS: STREET 1: 20 CARLTON HOUSE TERRACE CITY: LONDON U K STATE: X0 SC 13D/A 1 dsc13da.htm AMENDMENT NO. 21 TO SCHEDULE 13D Amendment No. 21 to Schedule 13D

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 21)

TERRA INDUSTRIES INC.

(Name of Issuer)

Common Stock, no par value

(Title of Class of Securities)

457729101

(CUSIP Number)

N. Jordan

Secretary

Anglo American plc

20 Carlton House Terrace

London SW1Y 5AN, United Kingdom

011-44-207-698-8888

(Name, Address and Telephone Number of Person

Authorized to Receive Notices and Communications)

October 6, 2004

(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. ¨

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.

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 (“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. 457729101		SCHEDULE 13D		Page 2 of 8 Pages


1	NAME OF REPORTING PERSONS. I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY). ANGLO AMERICAN plc
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) Not applicable
5	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)	¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION United Kingdom

NUMBER OF

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

7 SOLE VOTING POWER

By subsidiary: 25,060,725 Common Shares

8 SHARED VOTING POWER

9 SOLE DISPOSITIVE POWER

By subsidiary: 25,060,725 Common Shares

10 SHARED DISPOSITIVE POWER


11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 25,060,725 Common Shares
12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)	¨
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 32.1%
14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) CO


CUSIP No. 457729101		SCHEDULE 13D		Page 3 of 8 Pages


1	NAME OF REPORTING PERSONS. I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY). 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) Not applicable
5	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)	¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION Luxembourg

NUMBER OF

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

7 SOLE VOTING POWER

25,060,725 Common Shares

8 SHARED VOTING POWER

9 SOLE DISPOSITIVE POWER

25,060,725 Common Shares

10 SHARED DISPOSITIVE POWER


11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 25,060,725 Common Shares
12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)	¨
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 32.1%
14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) CO


CUSIP No. 457729101		SCHEDULE 13D		Page 4 of 8 Pages

Item 1.

Security and Issuer.

This Amendment No. 21 to the Schedule 13D, dated August 3, 1983, of Minerals and Resources Corporation (as amended by Amendments Nos. 1 through 20, the “Schedule 13D”), is filed to reflect information required pursuant to Rule 13d-2 of the Securities Exchange Act of 1934, as amended (the “Act”), relating to common shares, no par value (the “Common Shares”), of Terra Industries Inc. (“Terra”), a Maryland corporation, with its principal executive offices located at Terra Centre, 600 4th Street, Sioux City, Iowa 51101.

Item 2.

Identity and Background.

Item 2 is hereby amended by deleting the last paragraph in its entirety and replacing it with the following:

“During the last five years, neither Anglo American or Taurus, nor, to the best knowledge of Anglo American or Taurus, any of the directors or executive officers of Anglo American or Taurus, has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or has been 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, United States federal or state securities laws or finding any violation with respect to such laws.”

Item 2 of the Schedule 13D is hereby further amended by deleting Annex A in its entirety and replacing it with Annex A to this Amendment No. 21.

Item 3.

Source and Amount of Funds or Other Consideration.

Not applicable.

Item 4.

Purpose of Transaction.

Not applicable

Item 5.

Interest in Securities of the Issuer.

Item 5 is hereby amended by deleting the text under Item 5 in its entirety and replacing it with the following:

“(a) Except as referred to in Item 2 hereof and as set forth below, neither Anglo American or Taurus, nor, to the best knowledge of Anglo American or Taurus, any of the executive officers or directors of Anglo American or Taurus, owns beneficially, or has any right to acquire, directly or indirectly, any of the Common Shares of Terra.

As of the date hereof, Anglo American and Taurus are deemed to beneficially own 25,060,725 Common Shares of Terra, or 32.1% of the total number of outstanding Common Shares of Terra, as reported to Anglo American and Taurus by Terra.

(b) Taurus has sole voting and dispositive power with respect to 25,060,725 Common Shares of Terra, or 32.1% of the outstanding Common Shares of Terra. Anglo American, through its subsidiary Taurus, has sole voting and dispositive power with respect to 25,060,725 Common Shares of Terra, or 32.1% of the outstanding Common Shares of Terra.

(c) Neither Anglo American or Taurus, nor, to the best knowledge of Anglo American or Taurus, the executive officers or directors of Anglo American or Taurus, has effected, during the 60 days preceding the date hereof, any transaction in the Common Shares of Terra.

(d) Not applicable.

(e) Not applicable.”

Item 6.

Contract, Arrangements, Undertakings or Relationships with Respect to Securities of the Issuer.

Item 6 is hereby amended by the addition of the following sentences:

“The content of the letter, dated October 6, 2004, between Taurus and Citigroup Global Markets Inc., which is attached as an exhibit to this Schedule 13D, is incorporated by reference herein.

The content of the letter agreement, dated October 6, 2004, between Taurus and Terra, which is attached as an exhibit to this Schedule 13D, is incorporated by reference herein.”


CUSIP No. 457729101		SCHEDULE 13D		Page 5 of 8 Pages

Item 7.

Material to be filed as Exhibits.

The following documents are hereby added as exhibits:


Exhibit		Document
99.1		Letter, dated October 6, 2004, between Taurus Investments S.A. and Citigroup Global Markets Inc.

99.2		Letter Agreement, dated October 6, 2004, between Taurus Investments S.A. and Terra Industries Inc.

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.

Date: October 8, 2004


ANGLO AMERICAN plc

By:		/s/ N. Jordan
Name:		N. Jordan
Title:		Secretary

TAURUS INVESTMENTS S.A.

By:		/s/ J.A. Thompson
Name:		J.A. Thompson
Title:		Secretary


CUSIP No. 457729101		SCHEDULE 13D		Page 6 of 8 Pages

ANNEX A

I. The following list sets forth certain information concerning each of the Directors and Executive Officers of Anglo American plc.


Name:		Sir Mark Moody-Stuart (Chairman)
Citizenship:		British
Business Address:		20 Carlton House Terrace, London SW1Y 5AN, United Kingdom
Principal Occupation:		Chairman, Anglo American

Name:		Mr A.J. Trahar (Chief Executive)
Citizenship:		South African
Business Address:		20 Carlton House Terrace, London SW1Y 5AN, United Kingdom
Principal Occupation:		Chief Executive, Anglo American

Name:		Mr D.J. Challen (Non-Executive Director)
Citizenship:		British
Business Address:		20 Carlton House Terrace, London SW1Y 5AN, United Kingdom
Principal Occupation:		Company Director

Name:		Mr B.E. Davison (Executive Director)
Citizenship:		South African
Business Address:		20 Carlton House Terrace, London SW1Y 5AN, United Kingdom
Principal Occupation:		Executive Director, Anglo American

Name:		Dr. C.E. Fay (Non-Executive Director)
Citizenship:		British
Business Address:		Merrifield, Links Road, Bramley, Guildford, GU5 OAL, United Kingdom
Principal Occupation:		Director of Companies

Name:		Mr R.M. Godsell (Non-Executive Director)
Citizenship:		South African
Business Address:		11 Diagonal Street, Johannesburg 2001, South Africa
Principal Occupation:		Executive Director and Chief Executive, AngloGold Ashanti Limited

Name:		Mr D.A. Hathorn (Member of Executive Committee
Citizenship:		South African
Business Address:		44 Main Street, Johannesburg, South Africa
Principal Occupation:		Chief Executive, Mondi (Europe)

Name:		Mr. R.J. King (Member of Executive Committee)
Citizenship:		British
Business Address:		20 Carlton House Terrace, London SW1Y 5AN, United Kingdom
Principal Occupation:		Executive Vice President, Group Human Resources and Business Strategy, Anglo American

Name:		Mr A.W. Lea (Finance Director)
Citizenship:		British
Business Address:		20 Carlton House Terrace, London SW1Y 5AN, United Kingdom
Principal Occupation:		Finance Director, Anglo American

Name:		Mr G. Lindahl (Non-Executive Director)
Citizenship:		Swedish
Business Address:		20 Carlton House Terrace, London SW1Y 5AN, United Kingdom
Principal Occupation:		Company Director


CUSIP No. 457729101		SCHEDULE 13D		Page 7 of 8 Pages


Name:		Mr R.J. Margetts CBE (Senior Independent Non-Executive Director)
Citizenship:		British
Business Address:		20 Carlton House Terrace, London SW1Y 5AN, United Kingdom
Principal Occupation:		Chairman, Legal and General Group plc

Name:		Dr Maria Silvia Bastos Marques (Non-Executive Director)
Citizenship:		Brazilian
Business Address:		Rua do Mercado, 11/1711/17° andar, 20010-120, Centro, Rio de Janeiro
Principal Occupation:		Director of Companies

Name:		Mr W.A. Nairn (Executive Director)
Citizenship:		South African
Business Address:		20 Carlton House Terrace, London SW1Y 5AN, United Kingdom
Principal Occupation:		Technical Director, Anglo American

Name:		Mr N.F. Oppenheimer (Non-Executive Director)
Citizenship:		South African
Business Address:		De Beers House, Corner Diamond Drive and Crownwood Road, Theta, Johannesburg, 2013, South Africa
Principal Occupation:		Director and Chairman, De Beers S.A.

Name:		Mr F.T.M. Phaswana (Non-Executive Director)
Citizenship:		South African
Business Address:		BP Town Square, 61 St George’s Mall, Cape Town 8001, South Africa
Principal Occupation:		Regional President, BP Africa

Name:		Sir David Scholey (Non-Executive Director)
Citizenship:		British
Business Address:		1 Finsbury Avenue, London EC2M 2PP, United Kingdom
Principal Occupation:		Director of Companies

Name:		Mr S.R. Thompson (Member of Executive Committee)
Citizenship:		British
Business Address:		20 Carlton House Terrace, London SW1Y 5AN, United Kingdom
Principal Occupation:		Chief Executive, Anglo American Base Metals Division

Name:		Professor K.A.L.M. Van Miert (Non-Executive Director)
Citizenship:		Belgian
Business Address:		Puttestraat 10, B-1650 Beersel, Belgium
Principal Occupation:		Director of Companies


CUSIP No. 457729101		SCHEDULE 13D		Page 8 of 8 Pages

II. The following list sets forth certain information concerning each of the Directors and Executive Officers of Taurus Investments S.A.


Name:		Mrs G.F. Adams (Director)
Citizenship:		British
Business Address:		48 rue de Bragance, L-1255 Luxembourg
Principal Occupation:		Manager, Human Resources and Administration, Anglo American Luxembourg S.A.

Name:		Mr T.A.M. Bosman (Director)
Citizenship:		Dutch
Business Address:		48 rue de Bragance, L-1255 Luxembourg
Principal Occupation:		Group Tax & Finance Manager, Anglo American Luxembourg S.A.

Name:		Mr N. Jordan (Director)
Citizenship:		British
Business Address:		20 Carlton House Terrace, London SW1Y 5AN, United Kingdom
Principal Occupation:		Company Secretary, Anglo American

Name:		Mr A.F. Pace-Bonello (Director)
Citizenship:		British
Business Address:		48 rue de Bragance, L-1255 Luxemburg
Principal Occupation:		General Manager, Anglo American Luxembourg S.A.

Name:		Miss J.A. Thompson (Director)
Citizenship:		British
Business Address:		48 rue de Bragance, L-1255 Luxembourg
Principal Occupation:		Company Secretary, Anglo American Luxembourg S.A.

EX-99.1 2 dex991.htm LETTER, DATED OCTOBER 6, 2004 Letter, dated October 6, 2004

Exhibit 99.1

[ANGLO AMERICAN LOGO]

6 October 2004

Citigroup Global Markets Inc.,

Representative of the Initial Purchasers

c/o Citigroup Global Markets Inc.

388 Greenwich Street

New York, New York 10013

Ladies and Gentlemen:

This letter is being delivered to you in connection with a proposed Purchase Agreement (the “Purchase Agreement”) between Terra Industries Inc., a Maryland corporation (the “Company”), and you, as representative of a group of Initial Purchasers named therein, relating to an offering of % Series A Cumulative Convertible Perpetual Preferred Shares, which will be convertible into common stock, with no par value (the “Common Stock”), of the Company.

In order to induce you and the other Initial Purchasers to enter into the Purchase Agreement, the undersigned will not, without the prior written consent of Citigroup Global Markets Inc., directly or indirectly, offer, sell, contract to sell, pledge or otherwise dispose of, enter into any transaction which is designed to, or would reasonably be expected to, result in the disposition (whether by actual disposition or effective economic disposition due to cash settlement or otherwise) by the undersigned or any affiliate of the undersigned (other than the Company) or any person in privity with the undersigned or any affiliate of the undersigned (other than the Company) of, file (or participate in the filing of) a registration statement with the U.S. Securities and Exchange Commission in respect of, or establish or increase a put equivalent position or liquidate or decrease a call equivalent position within the meaning of Section 16 of the Securities Exchange Act of 1934, as amended, and the rules and regulations of the U.S. Securities and Exchange Commission promulgated thereunder with respect to, any shares of capital stock of the Company or any securities convertible into, or exercisable or exchangeable for such capital stock, or publicly announce an intention to effect any such transaction, for a period of 60 days after the date of the Purchase Agreement, other than (i) shares of Common Stock disposed of as bona fide gifts approved by Citigroup Global Markets Inc., (ii) any one or more letter agreements between the Company and the undersigned pursuant to Section 9(j)(iii) of the Registration Rights Agreement, dated as of August 6, 2004 (the “Registration Rights Agreement”), among the Company, the undersigned and the other parties thereto, increasing the number of Taurus Registrable Securities (as defined in the Registration Rights Agreement), (iii) any one or more amendments of the Registration Rights Agreement, (iv) the filing of the registration statement (but not any offerings or sales pursuant thereto) contemplated by Section 1(a) of the Registration Rights Agreement, (v) the sale by the undersigned of Common Stock back to the Company or (vi) the sale by the undersigned to one or more purchasers pursuant to an

Taurus Investments S.A.

48 rue de Bragance L-1255 Luxembourg Grand Duchy of Luxembourg

Tel +352 404 110 1 Fax +352 404 110 20

Registered office as above. RC Luxembourg B 45055

A member of the Anglo American plc group

exemption from the registration requirements of the Securities Act, provided such purchaser or purchasers agree to assume the obligations of Taurus under this letter in respect of such Common Stock.

If for any reason the Purchase Agreement shall be terminated prior to the Closing Date (as defined in the Purchase Agreement), the agreement set forth above shall likewise be terminated.

This letter is governed by and construed in accordance with the laws of the State of New York.


Very truly yours,

By:		/s/ T.A.M. Bosman
Name:		T.A.M. Bosman
Title:		Director

EX-99.2 3 dex992.htm LETTER AGREEMENT, DATED OCTOBER 6, 2004 Letter Agreement, dated October 6, 2004

Exhibit 99.2

[ANGLO AMERICAN LOGO]

6 October 2004

Terra Industries Inc.

Terra Centre

600 Fourth Street

Sioux City, Iowa 51102, U.S.A.

Ladies and Gentlemen:

Reference is made to the Registration Rights Agreement, dated as of August 6, 2004 (the “Registration Rights Agreement”), among Terra Industries Inc. (“Terra”), Taurus Investments S.A. (“Taurus”) and the other parties thereto. Capitalized terms not otherwise defined herein have the same meaning as in the Registration Rights Agreement. We and you are entering into this letter agreement for valuable consideration, the sufficiency of which is hereby acknowledged.

This is to confirm our agreement, pursuant to Section 9(j)(iii) of the Registration Rights Agreement, to add five million Shares to the number of Taurus Registrable Securities, thereby increasing the number of Taurus Registrable Securities from five million Shares to 10 million Shares, effective upon the consummation or termination of the MCC Transaction.

The Registration Rights Agreement otherwise continues in full force and effect in accordance with its terms. Other additions of Taurus Registrable Securities, if any, subsequent to the date hereof will be made pursuant to one or more separate letter agreements from time to time.

This letter shall be governed by and construed in accordance with the laws of the State of New York.

If the foregoing correctly sets forth the understanding between us, please so indicate on the enclosed signed copy of this letter in the space provided therefor and return it to us, whereupon this letter shall constitute a binding agreement between us.

Taurus Investments S.A.

48 rue de Bragance L-1255 Luxembourg Grand Duchy of Luxembourg

Tel +352 404 110 1 Fax +352 404 110 20

Registered office as above. RC Luxembourg B 45055

A member of the Anglo American plc group


TAURUS INVESTMENTS S.A.

By:		/s/ T.A.M. Bosman
Name:		T.A.M. Bosman
Title:		Director


ACCEPTED AND AGREED: TERRA INDUSTRIES INC.

By:		/s/ Michael L. Bennett
Name:		Michael L. Bennett
Title:		President and CEO

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