Amendment No. 24 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, PuVF+y+tk1qFOc3FLE/FtFeDGErnCRaIRJbMYehZqn5wfrdw6u4vRuYT2efnXWnN 2Uvn9W5qD3fTBJAY2bqMmA== 0001193125-04-220258.txt : 20041228 0001193125-04-220258.hdr.sgml : 20041228 20041228165825 ACCESSION NUMBER: 0001193125-04-220258 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20041228 DATE AS OF CHANGE: 20041228 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: 041229004 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 IRS NUMBER: 000000000 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. 24 TO SCHEDULE 13D Amendment No. 24 to Schedule 13D

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 24)

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)

December 20, 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 9 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 England and Wales

NUMBER OF

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

7 SOLE VOTING POWER

0 Common Shares

8 SHARED VOTING POWER

9 SOLE DISPOSITIVE POWER

0 Common Shares

10 SHARED DISPOSITIVE POWER


11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 0 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) 0%
14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) CO


CUSIP No. 457729101		SCHEDULE 13D		Page 3 of 9 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

0 Common Shares

8 SHARED VOTING POWER

9 SOLE DISPOSITIVE POWER

0 Common Shares

10 SHARED DISPOSITIVE POWER


11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 0 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) 0%
14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) CO


CUSIP No. 457729101		SCHEDULE 13D		Page 4 of 9 Pages

Item 1. Security and Issuer.

This Amendment No. 24 to the Schedule 13D, dated August 3, 1983, of Minerals and Resources Corporation (as amended by Amendments Nos. 1 through 23, 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 nor 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. 24.

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) Neither Anglo American nor 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 own no Common Shares of Terra.

(b) Neither Anglo American nor Taurus has voting or dispositive power with respect to any Common Shares of Terra.

(c) Since the most recent filing by Anglo American and Taurus on Schedule 13D with respect to the Common Shares of Terra, Taurus has consummated the Sale to the Purchasers on December 20, 2004 pursuant to the terms and conditions of the Stock Purchase Agreement. Taurus expects the Sale to result in net proceeds of approximately US$175,900,000, after deduction of fees and expenses payable to Lazard. Following consummation of the Sale, Anglo American and Taurus own no Common Shares of Terra.

(d) Not applicable.

(e) On December 20, 2004, Anglo American and Taurus ceased to be the beneficial owner of more than five percent of the Common Shares of Terra.”

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 Lazard Certificate, dated December 20, 2004, which is attached as an exhibit to this Schedule 13D, is incorporated by reference herein.”


CUSIP No. 457729101		SCHEDULE 13D		Page 5 of 9 Pages

Item 7. Material to be filed as Exhibits.


Exhibit		Document
Exhibit 99.1		Lazard Certificate, dated December 20, 2004.


CUSIP No. 457729101		SCHEDULE 13D		Page 6 of 9 Pages

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: December 28, 2004


ANGLO AMERICAN plc

By:		/s/ B. Keisler
Name:		B. Keisler
Title:		Executive Vice President, General Counsel

TAURUS INVESTMENTS S.A.

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


CUSIP No. 457729101		SCHEDULE 13D		Page 7 of 9 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 8 of 9 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 9 of 9 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 Luxembourg
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 LAZARD CERTIFICATE, DATED DECEMBER 20, 2004 Lazard Certificate, dated December 20, 2004

Exhibit 99.1

LAZARD FRÈRES & CO. LLC

CERTIFICATE

December 20, 2004

The undersigned, a Managing Director of Lazard Frères & Co. LLC (“Lazard”), does hereby certify, in his capacity as such, on behalf of Lazard as follows:

With respect to the shares of common stock of Terra Industries Inc. (“Terra”) that Taurus Investments S.A. (“Taurus”) will sell to each of the persons set forth on Annex A hereto (each such person, a “Purchaser” and such shares that will be sold to them, the “Shares”), Lazard has offered the Shares only to persons reasonably believed by Lazard to be qualified institutional buyers within the meaning of Rule 144A under the United States Securities Act of 1933, as amended (the “Securities Act”), that (a) had customer accounts at, or another relationship with, Lazard prior to the filing of registration statement number 333-119756 (the “Registration Statement”) by Terra on October 14, 2004; (b) were holders of common stock of Terra prior to the filing of the Registration Statement; (c) purchased common stock of Terra pursuant to the various Stock Purchase Agreements, each dated as of August 6, 2004 (collectively the “Taurus Stock Purchase Agreements”), between Taurus, on the one hand, and Perry Partners, L.P., Perry Partners International, Inc., Värde Investment Partners, L.P., Seneca Capital LP, Seneca Capital International Ltd., Delta Onshore, LP, Delta Institutional, LP, Delta Offshore, Ltd. or Delta Pleiades, LP, on the other hand; (d) purchased 4.25% Series A Cumulative Convertible Perpetual Preferred Shares of Terra (the “Convertible Preferred Shares”) from Lazard or Citigroup Global Markets Inc. (“Citigroup”) pursuant to and in accordance with the terms and conditions of the Purchase Agreement, dated October 7, 2004 (the “Convertible Preferred Shares Agreement”), between Terra and Citigroup; (e) will receive shares of common stock of Terra pursuant to and in accordance with the terms and conditions of the Stock Purchase Agreement, dated as of August 6, 2004 (the “MissChem Agreement”), by and among Mississippi Chemical Corporation, MissChem Acquisition Inc. and Terra; or (f) had an affiliate that meets the criteria set forth in one of subclauses (a) through (e) above (each such person described in the foregoing to whom Lazard has offered the Shares, an “Offeree”). For purposes of establishing whether a qualified institutional buyer or an affiliate thereof meets the criteria set forth in subclause (b) or (e) of the foregoing, Lazard shall be entitled to rely on a stockholder list or other representation provided by Terra as to persons who meet such criteria.

2.	Lazard has not offered or sold the Shares by means of any general solicitation or general advertising within the meaning of Rule 502(c) under the Securities Act.

3.	Lazard has not (a) provided copies of the Registration Statement to any Offeree or (b) offered, or solicited offers to buy, securities pursuant to the Registration Statement to any Offeree.

Lazard has not sold, offered for sale, solicited offers to buy or otherwise negotiated in respect of any common stock of Terra, or any security convertible into or exchangeable or exercisable for such common stock, within the six months preceding the date of this Certificate, and is not currently engaged in any such activity, other than in respect of (a) the Shares sold pursuant to and in accordance with the terms and conditions of any Stock Purchase Agreement, dated December 13, 2004, between Taurus and any one or more Purchasers; (b) the shares of common stock of Terra sold pursuant to and in accordance with the terms and conditions of the Taurus Stock Purchase Agreements; (c) the Convertible Preferred Shares sold pursuant to and in accordance with the terms and conditions of the Convertible Preferred Shares Agreement; (d) the securities of Terra to be sold pursuant to the MissChem Agreement; and (e) ordinary course broker-dealer or asset management operations.

5.	Taurus and its affiliate Anglo American plc may rely on this Certificate.

IN WITNESS WHEREOF, the undersigned has executed this Certificate as of the date first above written.


LAZARD FRÈRES & CO. LLC

By:		/s/ George Brokaw
Name:		George Brokaw
Title:		Managing Director

ANNEX A

AIG SOUNDSHORE / BASSO

Basso Multi-Strategy Holding Fund Ltd.

ANCHORAGE CAPITAL GROUP

Anchorage Capital Master Offshore Ltd.

ANGELO GORDON

AG Domestic Convertible LP

AG Offshore Convertible Ltd

AVENUE CAPITAL

Avenue Special Situations Fund III, L.P.

Avenue Investments, L.P.

Avenue International, Ltd.

CAMDEN ASSET MNG

GMAM Group Pension Trust I

Barnet Parners Ltd.

St. Albans Partners Ltd.

Yield Strategies Fund I LP

Yield Strategies Fund II LP

Bank of America Pension Plan

Equity Overlay Fund LLC

DUQUESNE

Windmill Masterfund LP

EQUITECT

Equitect Group LLC

FRONTPOINT

Frontpoint Convertible Arbitrage Fund, LP

JENNISON

Special Value Portfolio

Mainstay MAP Fund

Jennison Institutional Opportunistic Equity Fund for Non-Qualified Trusts

ING Equity Opportunities Portfolio

Jennison Equity Opportunity Fund

Capital Appreciation Portfolio

JMG CAPITAL

JMG Capital Partners LP

JMG Triton Offshore Fund Ltd

KINGSTREET

King Street Capital LP

King Street Capital Ltd

MARIN CAPITAL

St. Thomas Morgan Stanley

PERRY

Perry Partners International Inc

Perry Partners LP

Auda Classic Plc

QVT FINANCIAL

QVT Fund LP

SAB CAPITAL

SAB Capital Partners L.P.

SAB Overseas Fund Ltd.

SENECA

Seneca Capital L.P.

Seneca Capital International Ltd.

SHUMWAY

SCP Domestic Fund LP

SCP Overseas Fund Ltd

SCP Equity Fund Overseas Ltd

SCP Equity Fund Domestic LP

SSI FINANCIAL

SphinX Convertible Arb. Fund SPC

Institutional Benchmanks Master Fund Ltd.

SSI Hedged Conv. Market Neutral LP

TRAFELET

Delta Pleaides LP

Delta Offshore Ltd

Delta Institutional LP

Delta Onshore LP

UBS O’CONNOR

UBS O’Connor LLC f/b/o/ O’Connor Global Conv. Arbitrage Master Limited

WHIPPOORWILL ASSOC.

President and Fellows of Harvard College

ZIMMER LUCAS

ZLP Master Opportunity Fund Ltd.

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