-----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, QgxnPsLUsjCMklX+ZQhCLQ2cNgSzHXws50HiQovJsq+KBeIpwAPwFaX5i27CVxlz 4hhWB/WGkXCGWb9/DIeuYg== 0000950131-97-002434.txt : 19970409 0000950131-97-002434.hdr.sgml : 19970409 ACCESSION NUMBER: 0000950131-97-002434 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19970407 SROS: NONE SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: TERRA NITROGEN CO L P /DE CENTRAL INDEX KEY: 0000879575 STANDARD INDUSTRIAL CLASSIFICATION: AGRICULTURE CHEMICALS [2870] IRS NUMBER: 731389684 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-46987 FILM NUMBER: 97576021 BUSINESS ADDRESS: STREET 1: 5100 EAST SKELLY DRIVE STREET 2: PO BOX 6000 CITY: TULSA STATE: OK ZIP: 74135 BUSINESS PHONE: 7122771340 MAIL ADDRESS: STREET 1: 5100 EAST SKELLY DRIVE CITY: TULSA STATE: OK ZIP: 74135 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: TERRA INDUSTRIES INC CENTRAL INDEX KEY: 0000722079 STANDARD INDUSTRIAL CLASSIFICATION: WHOLESALE-MISCELLANEOUS NONDURABLE GOODS [5190] IRS NUMBER: 521145429 STATE OF INCORPORATION: MD FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: TERRA CENTRE 600 4TH ST STREET 2: P.O. BOX 6000 CITY: SIOUX CITY STATE: IA ZIP: 51102-6000 BUSINESS PHONE: 7122771340 MAIL ADDRESS: STREET 1: TERRA CENTER STREET 2: 600 4TH ST P O BOX 6000 CITY: SIOUX CITY STATE: IA ZIP: 51102-6000 FORMER COMPANY: FORMER CONFORMED NAME: INSPIRATION RESOURCES CORP DATE OF NAME CHANGE: 19920517 SC 13D/A 1 AMENDMENT #2 TO SCHEDULE 13D Page 1 of 43 Pages SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13D Under the Securities Exchange Act of 1934 (Amendment No. 2)* TERRA NITROGEN COMPANY, L.P. ---------------------------- (Name of Issuer) Senior Preference Units of Limited Partnership Interests -------------------------------------------------------- (Title of Class of Securities) 881005 102 ------------------ (CUSIP Number) N. Jordan Secretary George H. Valentine Minorco Corporate Secretary Taurus International S.A. Terra Industries Inc. Taurus Investments S.A. Terra Centre 9 Rue Sainte Zithe 600 Fourth Street Luxembourg City, Sioux City, Iowa 51102-6000 Luxembourg (712) 277-1340 (352) 404-1101 -------------------------------------------------------- (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) March 31, 1997 ------------------------------------ (Date of Event which Requires Filing of this Statement) If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(b)(3) or (4), check the following box [_]. Check the following box if a fee is being paid with the statement [_]. (A fee is not required only if the reporting person: (1) has a previous statement on file reporting beneficial ownership of more than five percent of the class of securities described in Item 1; and (2) has filed no amendment subsequent thereto reporting beneficial ownership of five percent or less of such class.) (See Rule 13d-7.) Note: Six copies of this statement, including all exhibits, should be filed with the Commission. See Rule 13d-1(a) for other parties to whom copies are to be sent. *The remainder of this cover page shall be filed 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). (Continued on following page(s)) SCHEDULE 13D - ----------------------- --------------------- CUSIP NO. 881005 102 PAGE 2 OF 43 PAGES - ----------------------- --------------------- - ------------------------------------------------------------------------------ NAME OF REPORTING PERSON 1 S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Terra Nitrogen Corporation EIN: 72-1159610 - ------------------------------------------------------------------------------ CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* 2 (a) [_] (b) [X] - ------------------------------------------------------------------------------ SEC USE ONLY 3 - ------------------------------------------------------------------------------ SOURCE OF FUNDS* 4 OO - ------------------------------------------------------------------------------ CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [_] 5 - ------------------------------------------------------------------------------ CITIZENSHIP OR PLACE OF ORGANIZATION 6 Delaware - ------------------------------------------------------------------------------ SOLE VOTING POWER 7 NUMBER OF -0- SHARES ----------------------------------------------------------- SHARED VOTING POWER BENEFICIALLY 8 OWNED BY -0- (See Item 5) ----------------------------------------------------------- EACH SOLE DISPOSITIVE POWER 9 REPORTING -0- PERSON ----------------------------------------------------------- SHARED DISPOSITIVE POWER WITH 10 -0- (See Item 5) - ------------------------------------------------------------------------------ AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 11 -0- (See Item 5) - ------------------------------------------------------------------------------ CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* 12 [_] - ------------------------------------------------------------------------------ PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 13 0.0% (See Item 5) - ------------------------------------------------------------------------------ TYPE OF REPORTING PERSON* 14 CO - ------------------------------------------------------------------------------ SCHEDULE 13D - ----------------------- --------------------- CUSIP NO. 881005 102 PAGE 3 OF 43 PAGES - ----------------------- --------------------- - ------------------------------------------------------------------------------ NAME OF REPORTING PERSON 1 S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Terra Captial, Inc. EIN: 42-1431650 - ------------------------------------------------------------------------------ CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* 2 (a) [_] (b) [X] - ------------------------------------------------------------------------------ SEC USE ONLY 3 - ------------------------------------------------------------------------------ SOURCE OF FUNDS* 4 OO - ------------------------------------------------------------------------------ CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT 5 TO ITEMS 2(d) or 2(e) [_] - ------------------------------------------------------------------------------ CITIZENSHIP OR PLACE OF ORGANIZATION 6 Delaware - ------------------------------------------------------------------------------ SOLE VOTING POWER 7 NUMBER OF -0- SHARES ----------------------------------------------------------- SHARED VOTING POWER BENEFICIALLY 8 OWNED BY -0- (See Item 5) ----------------------------------------------------------- EACH SOLE DISPOSITIVE POWER 9 REPORTING -0- PERSON ----------------------------------------------------------- SHARED DISPOSITIVE POWER WITH 10 -0- (See Item 5) - ------------------------------------------------------------------------------ AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 11 -0- (See Item 5) - ------------------------------------------------------------------------------ CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* 12 [_] - ------------------------------------------------------------------------------ PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 13 0.0% (See Item 5) - ------------------------------------------------------------------------------ TYPE OF REPORTING PERSON* 14 CO - ------------------------------------------------------------------------------ SCHEDULE 13D - ----------------------- --------------------- CUSIP NO. 881005 102 PAGE 4 OF 43 PAGES - ----------------------- --------------------- - ------------------------------------------------------------------------------ NAME OF REPORTING PERSON 1 S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Terra Capital Holdings, Inc. EIN: 42-1431905 - ------------------------------------------------------------------------------ CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* 2 (a) [_] (b) [X] - ------------------------------------------------------------------------------ SEC USE ONLY 3 - ------------------------------------------------------------------------------ SOURCE OF FUNDS* 4 OO - ------------------------------------------------------------------------------ CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [_] 5 - ------------------------------------------------------------------------------ CITIZENSHIP OR PLACE OF ORGANIZATION 6 Delaware - ------------------------------------------------------------------------------ SOLE VOTING POWER 7 NUMBER OF -0- SHARES ----------------------------------------------------------- SHARED VOTING POWER BENEFICIALLY 8 OWNED BY -0- (See Item 5) ----------------------------------------------------------- EACH SOLE DISPOSITIVE POWER 9 REPORTING -0- PERSON ----------------------------------------------------------- SHARED DISPOSITIVE POWER WITH 10 -0- (See Item 5) - ------------------------------------------------------------------------------ AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 11 -0- (See Item 5) - ------------------------------------------------------------------------------ CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* 12 [_] - ------------------------------------------------------------------------------ PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 13 0.0% (See Item 5) - ------------------------------------------------------------------------------ TYPE OF REPORTING PERSON* 14 CO - ------------------------------------------------------------------------------ SCHEDULE 13D - ----------------------- --------------------- CUSIP NO. 881005 102 PAGE 5 OF 43 PAGES - ----------------------- --------------------- - ------------------------------------------------------------------------------ NAME OF REPORTING PERSON 1 S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Terra Industries Inc. EIN: 52-1145429 - ------------------------------------------------------------------------------ CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* 2 (a) [_] (b) [X] - ------------------------------------------------------------------------------ SEC USE ONLY 3 - ------------------------------------------------------------------------------ SOURCE OF FUNDS* 4 OO - ------------------------------------------------------------------------------ CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT 5 TO ITEMS 2(d) or 2(e) [_] - ------------------------------------------------------------------------------ CITIZENSHIP OR PLACE OF ORGANIZATION 6 Maryland - ------------------------------------------------------------------------------ SOLE VOTING POWER 7 NUMBER OF -0- SHARES ----------------------------------------------------------- SHARED VOTING POWER BENEFICIALLY 8 OWNED BY -0- (See Item 5) ----------------------------------------------------------- EACH SOLE DISPOSITIVE POWER 9 REPORTING -0- PERSON ----------------------------------------------------------- SHARED DISPOSITIVE POWER WITH 10 -0- (See Item 5) - ------------------------------------------------------------------------------ AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 11 -0- (See Item 5) - ------------------------------------------------------------------------------ CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* 12 [_] - ------------------------------------------------------------------------------ PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 13 0.0% (See Item 5) - ------------------------------------------------------------------------------ TYPE OF REPORTING PERSON* 14 CO - ------------------------------------------------------------------------------ SCHEDULE 13D - ----------------------- --------------------- CUSIP NO. 881005 102 PAGE 6 OF 43 PAGES - ----------------------- --------------------- - ------------------------------------------------------------------------------ NAME OF REPORTING PERSON 1 S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Taurus Investments S.A. - ------------------------------------------------------------------------------ CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* 2 (a) [_] (b) [X] - ------------------------------------------------------------------------------ SEC USE ONLY 3 - ------------------------------------------------------------------------------ SOURCE OF FUNDS* 4 OO - ------------------------------------------------------------------------------ CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT 5 TO ITEMS 2(d) or 2(e) [_] - ------------------------------------------------------------------------------ CITIZENSHIP OR PLACE OF ORGANIZATION 6 Luxembourg - ------------------------------------------------------------------------------ SOLE VOTING POWER 7 NUMBER OF -0- SHARES ----------------------------------------------------------- SHARED VOTING POWER BENEFICIALLY 8 OWNED BY -0- (See Item 5) ----------------------------------------------------------- EACH SOLE DISPOSITIVE POWER 9 REPORTING -0- PERSON ----------------------------------------------------------- SHARED DISPOSITIVE POWER WITH 10 -0- (See Item 5) - ------------------------------------------------------------------------------ AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 11 -0- (See Item 5) - ------------------------------------------------------------------------------ CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* 12 [_] - ------------------------------------------------------------------------------ PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 13 0.0% (See Item 5) - ------------------------------------------------------------------------------ TYPE OF REPORTING PERSON* 14 CO - ------------------------------------------------------------------------------ SCHEDULE 13D - ----------------------- --------------------- CUSIP NO. 881005 102 PAGE 7 OF 43 PAGES - ----------------------- --------------------- - ------------------------------------------------------------------------------ NAME OF REPORTING PERSON 1 S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Taurus International S.A. - ------------------------------------------------------------------------------ CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* 2 (a) [_] (b) [X] - ------------------------------------------------------------------------------ SEC USE ONLY 3 - ------------------------------------------------------------------------------ SOURCE OF FUNDS* 4 OO - ------------------------------------------------------------------------------ CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT 5 TO ITEMS 2(d) or 2(e) [_] - ------------------------------------------------------------------------------ CITIZENSHIP OR PLACE OF ORGANIZATION 6 Luxembourg - ------------------------------------------------------------------------------ SOLE VOTING POWER 7 NUMBER OF -0- SHARES ----------------------------------------------------------- SHARED VOTING POWER BENEFICIALLY 8 OWNED BY -0- (See Item 5) ----------------------------------------------------------- EACH SOLE DISPOSITIVE POWER 9 REPORTING -0- PERSON ----------------------------------------------------------- SHARED DISPOSITIVE POWER WITH 10 -0- (See Item 5) - ------------------------------------------------------------------------------ AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 11 -0- (See Item 5) - ------------------------------------------------------------------------------ CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* 12 [_] - ------------------------------------------------------------------------------ PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 13 0.0% (See Item 5) - ------------------------------------------------------------------------------ TYPE OF REPORTING PERSON* 14 CO - ------------------------------------------------------------------------------ SCHEDULE 13D - ----------------------- --------------------- CUSIP NO. 881005 102 PAGE 8 OF 43 PAGES - ----------------------- --------------------- - ------------------------------------------------------------------------------ NAME OF REPORTING PERSON 1 S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Minorco - ------------------------------------------------------------------------------ CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* 2 (a) [_] (b) [X] - ------------------------------------------------------------------------------ SEC USE ONLY 3 - ------------------------------------------------------------------------------ SOURCE OF FUNDS* 4 OO - ------------------------------------------------------------------------------ CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT 5 TO ITEMS 2(d) or 2(e) [_] - ------------------------------------------------------------------------------ CITIZENSHIP OR PLACE OF ORGANIZATION 6 Luxembourg - ------------------------------------------------------------------------------ SOLE VOTING POWER 7 NUMBER OF -0- SHARES ----------------------------------------------------------- SHARED VOTING POWER BENEFICIALLY 8 OWNED BY -0- (See Item 5) ----------------------------------------------------------- EACH SOLE DISPOSITIVE POWER 9 REPORTING -0- PERSON ----------------------------------------------------------- SHARED DISPOSITIVE POWER WITH 10 -0- (See Item 5) - ------------------------------------------------------------------------------ AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 11 -0- (See Item 5) - ------------------------------------------------------------------------------ CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* 12 [_] - ------------------------------------------------------------------------------ PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 13 0.0% (See Item 5) - ------------------------------------------------------------------------------ TYPE OF REPORTING PERSON* 14 CO - ------------------------------------------------------------------------------ Page 9 of 43 Pages Item 1. Security and Issuer. This statement relates to Senior Preference Units of limited partnership interests (the "Senior Units") of Terra Nitrogen Company, L.P., a Delaware limited partnership ("TNCLP"), which has its principal executive offices at 5100 East Skelly Drive, Suite 800, Tulsa, Oklahoma 74135. Item 2. Identity and Background. (a) This Statement is being jointly filed by each of the following persons pursuant to Rule 13d-(1)(f) promulgated by the Securities and Exchange Commission pursuant to Section 13 of the Securities Exchange Act of 1934, as amended (the "Act"): (i) Terra Nitrogen Corporation, a Delaware corporation ("TNC"), by virtue of its direct beneficial ownership of Senior Units; (ii) Terra Capital, Inc., a Delaware corporation ("Terra Capital"), by virtue of its direct beneficial ownership of Senior Units and by virtue of its ownership of all the outstanding common stock of TNC; (iii) Terra Capital Holdings, Inc., a Delaware corporation ("Terra Holdings"), by virtue of its ownership of all the outstanding common stock of Terra Capital; (iv) Terra Industries Inc., a Maryland corporation ("Terra"), by virtue of its ownership of all the outstanding common stock of Terra Holdings; (v) Taurus Investments S.A., a company incorporated under the laws of Luxembourg ("Taurus Investments"), by virtue of its ownership of 7.2% of the outstanding common stock of Terra; (vi) Taurus International S.A., a company incorporated under the laws of Luxembourg ("Taurus International"), by virtue of its direct ownership of 49.8% of the outstanding common stock of Terra; and (vii) Minorco, a company incorporated under the laws of Luxembourg ("Minorco"), by virtue of its direct or indirect ownership of all the outstanding common stock of each of Taurus International and Taurus Investments (TNC, Terra Capital, Terra Holdings, Terra, Taurus International, Taurus Investments and Minorco are collectively referred to herein as the "Reporting Persons"). Certain information required by this Item 2 concerning the directors and executive officers of the Reporting Persons, each person in control of each Reporting Person and the directors and executive officers of the person ultimately in control of the Reporting Persons is set forth on Annex A attached hereto, which is incorporated herein by reference. The Reporting Persons may be deemed to constitute a "group" for purposes of Section 13(d)(3) of the Act. The Reporting Persons expressly disclaim that they have agreed to act as a group other than as described in this Statement. (b) The address of the principal business and principal office of TNC is 5100 East Skelly Drive, Suite 800, Tulsa, Oklahoma 74135. The address of the principal business and principal office of each of Terra Capital, Terra Holdings and Terra is Terra Centre, 600 Fourth Street, P.O. Box 6000, Sioux City, Iowa 51102-6000. The address of the principal business and principal office of each of Taurus International, Taurus Investments and Minorco is 9 rue Sainte Zithe, L-2763 Luxembourg City, Grand Duchy of Luxembourg. (c) TNC is the General Partner of TNCLP. Terra Capital is primarily a holding company which holds the stock of significant operating subsidiaries of Terra. Terra Holdings is a holding company which holds the stock of Terra Capital. Terra is a holding company which holds the stock of Terra Holdings and certain other subsidiaries. Taurus International and Taurus Investments are holding companies which hold the stock of certain subsidiaries of Minorco. Minorco is an international natural resources company with operations in gold, base metals, industrial minerals, paper and packaging and agribusiness. (d) During the last five years, none of the Reporting Persons nor, to the best knowledge of the Reporting Persons, any of the persons named in Annex A to this Statement, has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors). (e) During the last five years, none of the Reporting Persons nor, to the best knowledge of the Reporting Persons, any of the persons named in Annex A to this Statement, was a party to a civil proceeding of a judicial or administrative body of competent jurisdiction as a result of which any such person Page 10 of 43 Pages was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws. (f) Except as otherwise indicated on Annex A, all persons named in Annex A to this Statement are citizens of the United States. Item 3. Source and Amount of Funds or Other Consideration. Pursuant to TNCLP's Agreement of Limited Partnership, on December 31, 1996, TNC, as general partner of TNCLP (TNC is sometimes hereinafter referred to as the "General Partner"), mailed notice to the holders of the Senior Units that on December 31, 1996 the Senior Conversion Date (as defined in the Agreement of Limited Partnership) had occurred and that such holders had the right to elect to convert their Senior Units into common units of TNCLP limited partnership interests (the "Common Units"). Prior to the March 31, 1997 conversion expiration date, TNC and Terra Capital elected to convert all Senior Units held by such entities into Common Units. Pursuant to TNCLP's Agreement of Limited Partnership, such conversion occurred on March 31, 1997. Item 4. Purpose of Transaction. TNC and Terra Capital elected to convert the Senior Units into Common Units pursuant to the Agreement of Limited Partnership (see Item 3). Depending on market conditions and other factors, including availability of funds, alternative uses of funds and general economic conditions, Terra and its subsidiaries may from time to time purchase additional securities of TNCLP pursuant to open market purchases, merger, tender offer or otherwise or dispose of all or a portion of its investment in TNCLP. Pursuant to the terms of TNCLP's Agreement of Limited Partnership, TNC, as the General Partner, has notified the holders of the Senior Units of record on April 1, 1997 that TNCLP has elected to redeem all outstanding Senior Units on May 27, 1997 on which date the Senior Units will be deemed to be no longer outstanding. Under the terms of TNCLP's Agreement of Limited Partnership, TNC, as the General Partner, has exclusive authority to manage the business and operations of TNCLP. As sole stockholder of TNC, Terra has the power to elect the TNC board of directors and therefore may be deemed to effectively control the management of TNC. Although Terra may change the directors and management of TNC in the future, it does not have any present intention or plan of doing so. Except as described in Item 3 or this Item 4, none of the Reporting Persons, nor, to the best knowledge of the Reporting Persons, any of the persons named in Annex A to this Statement, has formulated any plans or proposals which relate to or would result in: (a) the acquisition by any person of additional securities of TNCLP, or the disposition of securities of TNCLP; (b) an extraordinary corporate transaction, such as a merger, reorganization or liquidation, involving TNCLP or any of its subsidiaries; (c) a sale or transfer of a material amount of assets of TNCLP or any of its subsidiaries; (d) any change in the present Board of Directors or management of the General Partner, including any plans or proposals to change the number or term of directors or to fill any existing vacancies on the Board; (e) any material change in the present capitalization or distribution policy of TNCLP; (f) any other material change in TNCLP's business or corporate structure; (g) any changes in TNCLP's Certificate of Limited Partnership or Agreement of Limited Partnership or other actions which may impede the acquisition of control of TNCLP by any person; (h) causing a class of securities of TNCLP to be delisted from a national securities exchange or to cease to be authorized to be quoted in an interdealer quotation system of a registered national securities association; (i) causing a class of equity securities of TNCLP to become eligible for termination of registration pursuant to Section 12(g)(4) of the Act; or (j) any action similar to those enumerated above. Page 11 of 43 Pages Item 5. Interest in Securities of the Issuer. (a) None of TNC, Terra Capital, Terra Holdings, Terra, Taurus International, Taurus Investments or Minorco possess direct or may be deemed to possess indirect beneficial ownership of Senior Units. Neither the Reporting Persons nor, to the best knowledge of the Reporting Persons, any of the persons named in Annex A to this Statement owns beneficially, or has any right to acquire, directly or indirectly, any Senior Units. (b) None of TNC, Terra Capital, Terra Holdings, Terra, Taurus International, Taurus Investments or Minorco has or may be deemed to have the power to vote or direct the vote and the power to dispose of or direct the disposition of Senior Units. (c) Except as indicated below or in Item 3 above, neither the Reporting Persons nor, to the best knowledge of the Reporting Persons, any of the persons named in Annex A to this Statement, has effected a transaction in Senior Units during the past 60 days. Pursuant to TNCLP's Agreement of Limited Partnership, Steven A. Savage, Erik L. Slockers and Charles J. Pero, officers of TNC, converted 4,000, 1,800 and 750 Senior Units, respectively, into Common Units on March 31, 1997. (d) Not applicable. (e) The Reporting Persons ceased to be the beneficial owner of more than five percent of the outstanding Senior Units on March 31, 1997. (See Item 3). Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer. Except as otherwise set forth in this Statement, to the best knowledge of the Reporting Persons, no contracts, arrangements, understandings or relationships (legal or otherwise) exist among the persons named in Item 2 or between such persons and any other person with respect to any securities of TNCLP, including but not limited to 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. Exhibit A -- Agreement Re Joint Filing of Schedule 13D Page 12 of 43 Pages SIGNATURE After reasonable inquiry and to the best of our knowledge and belief, the undersigned certifies that the information set forth in this Statement is true, complete and correct. Date: April 7, 1997 TERRA NITROGEN CORPORATION By /s/ George H. Valentine Its Vice President and General Counsel Page 13 of 43 Pages SIGNATURE After reasonable inquiry and to the best of our knowledge and belief, the undersigned certifies that the information set forth in this Statement is true, complete and correct. Date: April 7, 1997 TERRA CAPITAL, INC. By /s/ George H. Valentine Its Vice President and Corporate Secretary Page 14 of 43 Pages SIGNATURE After reasonable inquiry and to the best of our knowledge and belief, the undersigned certifies that the information set forth in this Statement is true, complete and correct. Date: April 7, 1997 TERRA CAPITAL HOLDINGS, INC. By /s/ George H. Valentine Its Vice President and Corporate Secretary Page 15 of 43 Pages SIGNATURE After reasonable inquiry and to the best of our knowledge and belief, the undersigned certifies that the information set forth in this Statement is true, complete and correct. Date: April 7, 1997 TERRA INDUSTRIES INC. By /s/ George H. Valentine Its Senior Vice President, General Counsel and Corporate Secretary Page 16 of 43 Pages SIGNATURE After reasonable inquiry and to the best of our knowledge and belief, the undersigned certifies that the information set forth in this Statement is true, complete and correct. Date: April 7, 1997 TAURUS INVESTMENTS S.A. By /s/ Nick Jordan Its Secretary Page 17 of 43 Pages SIGNATURE After reasonable inquiry and to the best of our knowledge and belief, the undersigned certifies that the information set forth in this Statement is true, complete and correct. Date: April 7, 1997 TAURUS INTERNATIONAL S.A. By /s/ Nick Jordan Its Secretary Page 18 of 43 Pages SIGNATURE After reasonable inquiry and to the best of our knowledge and belief, the undersigned certifies that the information set forth in this Statement is true, complete and correct. Date: April 7, 1997 MINORCO By /s/ Nick Jordan Its Secretary Page 19 of 43 Pages ANNEX A I. The following table sets forth certain information concerning each of the Directors and Officers of TNC.
Name: Lawrence S. Hlobik (Director, President) Citizenship: United States of America Business Address: 5100 E. Skelly Drive, Suite 800 Tulsa, Oklahoma 74135-6565 Principal Occupation: Director, Chairman of the Board of Directors, President TNC Name: Francis G. Meyer (Director, Vice President) Citizenship: United States of America Business Address: Terra Centre, 600 Fourth Street, P.O. Box 6000 Sioux City, Iowa 51102-6000 Principal Occupation: Senior Vice President and Chief Financial Officer, Terra Name: George H. Valentine (Vice President and General Counsel) Citizenship: United States of America Business Address: Terra Centre, 600 Fourth Street, P.O. Box 6000 Sioux City, Iowa 51102-6000 Principal Occupation: Senior Vice President, General Counsel and Corporate Secretary, Terra Name: Robert E. Thompson (Vice President) Citizenship: United States of America Business Address: Terra Centre, 600 Fourth Street, P.O. Box 6000 Sioux City, Iowa 51102-6000 Principal Occupation: Vice President, Controller, Terra Name: W. Mark Rosenbury (Director) Citizenship: United States of America Business Address: Terra Centre, 600 Fourth Street, P.O. Box 6000 Sioux City, Iowa 51102-6000 Principal Occupation: Vice President, Business Development and Strategic Planning, Terra Name: Michael L. Bennett (Director) Citizenship: United States of America Business Address: Terra Centre, 600 Fourth Street, P.O. Box 6000 Sioux City, Iowa 51102-6000 Principal Occupation: Executive Vice President and Chief Operating Officer, Terra
Page 20 of 43 Pages Name: Thomas Buck (Director) Citizenship: United States of America Business Address: 55500 Country Club South Bend, Indiana 46619 Principal Occupation: Partner (retired) Price Waterhouse LLP Name: Robert W. Todd (Director) Citizenship: United States of America Business Address: 1013 A Buckingham Drive Lakehurst, New Jersey 08733 Principal Occupation: Vice President, Chemical Industry Services (retired) Citibank N.A. Name: Steven A. Savage (Senior Vice President, Manufacturing) Citizenship: United States of America Business Address: 5100 E. Skelly Drive, Suite 800 Tulsa, Oklahoma 74135-6565 Principal Occupation: Senior Vice President, Manufacturing, TNC Name: Bryan D. Evans (Vice President, Marketing) Citizenship: United States of America Business Address: 5100 E. Skelly Drive, Suite 800 Tulsa, Oklahoma 74135-6565 Principal Occupation: Vice President, Marketing, TNC Name: Erik L. Slockers (Vice President, Controller & Assistant Secretary) Citizenship: United States of America Business Address: 5100 E. Skelly Drive, Suite 800 Tulsa, Oklahoma 74135-6565 Principal Occupation: Vice President, Controller & Assistant Secretary, TNC Name: Charles J. Pero (Vice President, Human Resources) Citizenship: United States of America Business Address: 5100 E. Skelly Drive, Suite 800 Tulsa, Oklahoma 74135-6565 Principal Occupation: Vice President, Human Resources, TNC Name: Scott C. Shelton (Vice President, Energy) Citizenship: United States of America Business Address: 5100 E. Skelly Drive, Suite 800 Tulsa, Oklahoma 74135-6565 Principal Occupation: Vice President, Energy, TNC Page 21 of 43 Pages II. The following table sets forth certain information concerning each of the Directors and Officers of Terra Capital. The following list sets forth the names of certain Directors and Officers of Terra Capital and the sections of this Annex A in which other information concerning them is set out, to which sections reference is hereby made: Francis G. Meyer (Director, Vice President SECTION I and Treasurer) George H. Valentine (Director, Vice President SECTION I and Corporate Secretary) Robert E. Thompson (Vice President) SECTION I Name: Burton M. Joyce (Director, President) Citizenship: United States of America Business Address: Terra Centre, 600 Fourth Street, P.O. Box 6000 Sioux City, Iowa 51102-6000 Principal Occupation: Director, President, Chief Executive Officer, Terra Page 22 of 43 Pages III. The following table sets forth certain information concerning each of the Directors and Officers of Terra Holdings. The following list sets forth the names of certain Directors and Officers of Terra Holdings and the sections of this Annex A in which other information concerning them is set out, to which sections reference is hereby made: Burton M. Joyce (Director, President) SECTION II Francis G. Meyer (Director, Vice President SECTION I and Treasurer) George H. Valentine (Director, Vice President SECTION I and Corporate Secretary) Page 23 of 43 Pages IV. The following table sets forth certain information concerning each of the Directors and Officers of Terra. The following list sets forth the names of certain Directors and Officers of Terra and the sections of this Annex A in which other information concerning them is set out, to which sections reference is hereby made: Michael L. Bennett (Executive Vice President and SECTION I Chief Operating Officer) Lawrence S. Hlobik (Senior Vice President) SECTION I Burton M. Joyce (Director, President and SECTION II Chief Executive Officer) Francis G. Meyer (Senior Vice President and SECTION I Chief Financial Officer) W. Mark Rosenbury (Vice President, Business SECTION I Development and Strategic Planning) Robert E. Thompson (Vice President, Controller) SECTION I George H. Valentine (Senior Vice President, General SECTION I Counsel and Corporate Secretary) Name: William R. Loomis, Jr. (Chairman and Director) Citizenship: United States of America Business Address: Four Embarcadero Center Suite 650 San Francisco, CA 94111 Principal Occupation: Managing Director, Lazard Freres & Co. LLC Name: Edward G. Beimfohr (Director) Citizenship: United States of America Business Address: 320 Park Avenue New York, New York 10022-6815 Principal Occupation: Partner, Lane & Mittendorf (Law Firm) Director, Minorco Name: Carol L. Brookins (Director) Citizenship: United States of America Business Address: 1150 18th Street, N.W., Suite 275 Washington, D.C. 20036 Principal Occupation: Founder, Chairman and Chief Executive Officer, World Perspectives, Incorporated Page 24 of 43 Pages Name: Edward M. Carson (Director) Citizenship: United States of America Business Address: 707 Wilshire Boulevard, 7th Floor, MAC 2818-078 Los Angeles, CA 90071 Principal Occupation: Retired Chairman and Chief Executive Officer, First Interstate Bancorp Name: David E. Fisher (Director) Citizenship: British Business Address: 9 rue Sainte Zithe L-2763 Luxembourg City, Luxembourg Principal Occupation: Finance Director, Minorco Name: Basil T.A. Hone (Director) Citizenship: British Business Address: 18 King Street Oldwick, New Jersey 08858 Principal Occupation: Retired Vice President, Metal Division of Union Carbide Corporation Name: Anthony W. Lea (Director) Citizenship: South African Business Address: 40 Holborn Viaduct London, England EC1N 2PQ Principal Occupation: Executive Director, Minorco Name: Henry R. Slack (Director) Citizenship: United States of America Business Address: 40 Holborn Viaduct London, England EC1N 2PQ Principal Occupation: President and Chief Executive, Minorco Name: John R. Norton III (Director) Citizenship: United States of America Business Address: 3200 East Camelback Road, Suite 389 Phoenix, Arizona 85018-2328 Principal Occupation: Chairman and Chief Executive Officer, J. R. Norton Company Page 25 of 43 Pages Name: John S. Burchfield (Vice President, Human Resources) Citizenship: United States of America Business Address: Terra Centre, 600 Fourth Street, P.O. Box 6000 Sioux City, Iowa 51102-6000 Principal Occupation: Vice President, Human Resources, Terra Name: Paula C. Norton (Vice President, Corporate and Investor Relations) Citizenship: United States of America Business Address: Terra Centre, 600 Fourth Street, P.O. Box 6000 Sioux City, Iowa 51102-6000 Principal Occupation: Vice President, Corporate and Investor Relations Page 26 of 43 Pages V. Information with Respect to Persons in Control of Reporting Persons The capital stock of Minorco is owned in part as follows: approximately 45.8%, directly or through subsidiaries, by Anglo American Corporation of South Africa Limited ("AAC" or "Anglo American") which is a publicly held mining and finance company and approximately 22.6%, directly or through subsidiaries, by De Beers Centenary AG ("Centenary"), a publicly held Swiss diamond mining and investment company. Approximately 38.5% of the capital stock of Anglo American is owned, directly or through subsidiaries, by De Beers Consolidated Mines Limited ("De Beers"), a publicly held diamond mining and investment company. Approximately 29.4% of the capital stock of Centenary and approximately 32.5% of the capital stock of De Beers is owned, directly or through subsidiaries, by Anglo American. De Beers owns approximately 9.5% of Centenary. The address of the principal business and principal office of AAC is 44 Main Street, Johannesburg, South Africa. The address of the principal business and principal office of Centenary is Langensandstrasse, CH 6000, Lucerne, Switzerland. The address of the principal business and principal office of De Beers is 36 Stockdale Street, Kimberley 8301, South Africa. Mr. Nicholas F. Oppenheimer, Deputy Chairman and a director of Anglo American, Centenary and De Beers and a director of Minorco, and Mr. Henry R. Slack, a director of Terra, Chief Executive, President and a director of Minorco and a director of Anglo American, have indirect partial interests in approximately 7% of the outstanding shares of Minorco and approximately 8% of the outstanding shares of Anglo American. Also, Mr. Basil T.A. Hone beneficially owns 3,000 Minorco Ordinary Shares and 1,000 Anglo American Ordinary Shares, each constituting less than one percent of the outstanding shares of the respective issuers. Page 27 of 43 Pages VI. The following table sets forth certain information concerning each of the Directors and other Officers of Minorco. The following list sets forth the names of certain Directors and Executive Officers of Minorco and the sections of this Annex "A" in which other information concerning them is set out, to which sections reference is hereby made: E. G. BEIMFOHR (Director) SECTION IV D. E. FISHER (Finance Director) SECTION IV A. W. LEA (Executive Director) SECTION IV W. R. LOOMIS (Executive Director) SECTION IV H. R SLACK (Director, President and Chief Executive Officer) SECTION IV Name: J. Ogilvie Thompson (Director and Chairman) Citizenship: South African Business Address: 44 Main Street, Johannesburg, 2001, Republic of South Africa Principal Occupation: Chairman, Minorco, De Beers, Centenary, Executive Director and Chairman, AAC, Director, Anglo American Gold Investment Company Limited ("Amgold") (gold investment company) Name: J. R. de Aragao Bozano (Director) Citizenship: Brazilian Business Address: Banco Bozano Simonsen S. A., 138 Avenida Rio Branco, Rio de Janeiro, Brazil Principal Occupation: Chairman of the Board, Banco Bozano Simonsen de Investimento S. A. (Merchant bank) and Chairman of the Board,Cia. Bozano Simonsen Comercio e Industria S. A. (Commercial Bank) Name: P. C. D. Burnell (Director) Citizenship: British Business Address: 40 Holborn Viaduct London, England EC1N 2PQ Principal Occupation: Executive Director, Minorco Name: C. A. Crocker (Director) Citizenship: United States of America Business Address: Georgetown University School of Foreign Service Intercultural Centre Room 813 Washington D.C. 20057 Principal Occupation: Research Professor of Diplomacy Name: Viscount Etienne Davignon (Director) Citizenship: Belgian Business Address: 30 Rue Royale, B-1000 Brussels, Belgium Principal Occupation: Chairman, Societe Generale de Belgique (Bank) Page 28 of 43 Pages Name: E. P. Gush (Director) Citizenship: South African Business Address: 44 Main Street, Johannesburg, 2001 Republic of South Africa Principal Occupation: Executive Director and Deputy Chairman, AAC, Director, De Beers and Centenary Name: M. W. King (Director) Citizenship: South African Business Address: 44 Main Street, Johannesburg, 2001 Republic of South Africa Principal Occupation: Executive Director and Finance Division Head, AAC Name: J. E. Oppenheimer (Director) Citizenship: German & Brazilian Business Address: Av Pedro de Valdivia 295 Santiago, Chile Principal Occupation: President, Minorco Argentina and Director of Empresa Minera de Mantos Blancos S.A. (Producer of copper & silver) Name: N. F. Oppenheimer (Director) Citizenship: South African Business Address: 44 Main Street, Johannesburg, 2001 Republic of South Africa Principal Occupation: Director and Deputy Chairman, De Beers, Centenary, Deputy Chairman and Executive Director, AAC, Chairman, Amgold Name: G. W. H. Rellv (Director) Citizenship: South African Business Address: 44 Main Street, Johannesburg, 2001, Republic of South Africa Principal Occupation: Executive Director, AAC; Director, De Beers & Centenary Name: R. F. Richards (Director) Citizenship: United States of America Business Address: 250 Park Avenue New York, NY 10177 U.S.A. Principal Occupation: Retired, Chairman, Minorco (U.S.A.) Inc. Name: C. E. Ritchie (Director) Citizenship: Canadian Business Address: 44 King Street West Toronto, Ontario M5H 1E2 Principal Occupation: Corporate Director, Bank of Nova Scotia (Commercial bank) Page 29 of 43 Pages Name: H-J. Schreiber (Director) Citizenship: German Business Address: Bestor Investers Ltd. 10, Collyer Quay 11-01, Ocean Bldg. Singapore 0104 Principal Occupation: Chairman, Bestor Investers Pte. Ltd. (Consulting firm) Name: O. R. Smith (Director) Citizenship: United States of America Business Address: 101 Wood Avenue Iselin, New Jersey 08830-0770, U.S.A. Principal Occupation: Chairman and Chief Executive Officer of Engelhard Corporation Name: T C. A. Wadeson (Director) Citizenship: British Business Address: 44 Main Street, Johannesburg, 2001, Republic of South Africa Principal Occupation: Group Technical Director, AAC Name: P. S. Wilmot-Sitwell (Director) Citizenship: British Business Address: 40 Holborn Viaduct London, England EC1N 2PQ Principal Occupation: Chairman, Mercury World Mining Trust Name: G. S. Young (Executive Director) Citizenship: South African Business Address: Praca de Republica, 497-8 andar, 01045 - San Paulo - SP, Brazil Principal Occupation: Executive Director, Minorco Page 30 of 43 Pages VII. The following table sets forth certain information concerning each of the Directors and Officers of Taurus Investments. The following list sets forth the names of certain Directors and Officers of Taurus Investments and the sections of this Annex "A" in which other information concerning them is set out, to which sections reference is hereby made: D.E. FISHER (Director) SECTION IV A.W. LEA (Director) SECTION IV Name: N. Jordan (Director and Secretary) Citizenship: British Business Address: 9 rue Sainte Zithe L-2763 Luxembourg City, Luxembourg Principal Occupation: Secretary, Minorco Name: D.A. Turner (Director) Citizenship: British Business Address: 9 rue Sainte Zithe L-2763 Luxembourg City, Luxembourg Principal Occupation: Senior Vice President, Finance, Minorco Page 31 of 43 Pages VIII. The following table sets forth certain information concerning each of the Directors and Officers of Taurus International. The following list sets forth the names of certain Directors and Officers of Taurus International and the sections of this Annex "A" in which other information concerning them is set out, to which sections reference is hereby made: D. E. FISHER (Director) SECTION IV N. JORDAN (Director and Secretary) SECTION VII D. A. TURNER (Director) SECTION VII Page 32 of 43 Pages IX. The following table sets forth certain information concerning each of the Executive Directors, Directors, Alternate Directors and other Officers of AAC. The following list sets forth the names of certain Executive Directors, Directors, Alternate Directors and Officers of AAC and the sections of this Annex "A" in which other information concerning them is set out, to which sections reference is hereby made:
P. C. D. BURNELL (Director) SECTION VI E. P. GUSH (Executive Director and Deputy Chairman) SECTION VI M. W. KING (Executive Director) SECTION VI A. W. LEA (Director) SECTION IV N. F. OPPENHEIMER (Deputy Chairman and Executive Director) SECTION VI G. W. H. RELLY (Executive Director) SECTION VI H. R. SLACK (Director) SECTION IV J. OGILVIE THOMPSON (Chairman and Executive Director) SECTION VI T. C. A. WADESON (Group Technical Director) SECTION VI G. S. YOUNG (Executive Director) SECTION VI
Name: B. Ainsley (Alternate Director) Citizenship: British Business Address: 44 Main Street, Johannesburg, 2001, Republic of South Africa Principal Occupation: Alternate Director and Manager - Operations, Diamond Services Division, AAC Name: P. M. Baum (Alternate Director) Citizenship: South African Business Address: 44 Main Street, Johannesburg, 2001, Republic of South Africa Principal Occupation: Alternate Director, AAC and Chief Executive, Anglo American Corporation Services Limited (Services Company) Name: W. G. Boustred (Executive Director and Deputy Chairman) Citizenship: South African Business Address: 44 Main Street, Johannesburg, 2001, Republic of South Africa Principal Occupation: Executive Director and Deputy Chairman, AAC, Director and Chairman, Anglo American Industrial Corporation Limited (Industrial holding company) ("Amic") and Director Anglo American Coal Corporation Limited (Coal mining, treatment and marketing company) ("Amcoal") Name: L. Boyd (Executive Director) Citizenship: South African Business Address: 44 Main Street, Johannesburg, 2001, Republic of South Africa Principal Occupation: Executive Director and Deputy Chairman, AAC and Director and Chairman, Amic Page 33 of 43 Pages Name: H. M. Brown (Alternate Director) Citizenship: South African Business Address: 44 Main Street, Johannesburg, 2001, Republic of South Africa Principal Occupation: Alternate Director and Consulting Engineer, AAC Name: A. H. Calver (Alternate Director and Deputy Technical Director) Citizenship: British Business Address: 44 Main Street, Johannesburg, 2001, Republic of South Africa Principal Occupation: Deputy Technical Director, Engineering, AAC Name: J. W. Campbell (Executive Director) Citizenship: British Business Address: 44 Main Street, Johannesburg, 2001, Republic of South Africa Principal Occupation: Managing Director, De Beers Industrial Diamond Division (Pty) Limited (Diamond trading company), Director and Deputy Chairman, Amcoal Name: G. A. Chalmers (Group Accountant) Citizenship: South African Business Address: 44 Main Street, Johannesburg, 2001, Republic of South Africa Principal Occupation: Group Accountant, AAC Name: T. N. Chapman (Director) Citizenship: South African Business Address: Great Westerford, Rondebosch, 7700, Republic of South Africa Principal Occupation: Director, Chief Executive and Chairman of The Southern Life Association Limited (Life insurance company) Name: R. M. Crawford (Alternate Director and Manager) Citizenship: South African Business Address: 44 Main Street, Johannesburg, 2001, Republic of South Africa Principal Occupation: Alternate Director and Manager, Diamond Services Division, AAC and Director of De Beers and Centenary Name: B.E. Davison (Director) Citizenship: South African Business Address: 28 Harrison Street, Johannesburg, 2001, Republic of South Africa Principal Occupation: Director, AAC and Managing Director, Anglo American Platinum Corporation Limited (Platinum investment company) Name: A. D. Deuchar (Executive Director and Group Deputy Technical Director - Metallurgy) Citizenship: Australian Business Address: 44 Main Street, Johannesburg, 2001, Republic of South Africa Page 34 of 43 Pages Principal Occupation: Executive Director and Group Deputy Technical Director Metallurgy, AAC Name: J. F. Drysdale (Alternate Director) Citizenship: British Business Address: 44 Main Street, Johannesburg, 2001, Republic of South Africa Principal Occupation: Alternate Director Name: R. Edwards (Alternate Director) Citizenship: British Business Address: 44 Main Street, Johannesburg, 2001, Republic of South Africa Principal Occupation: Alternate Director and Manager - Geology, Diamond Services Division, AAC Name: C. T. Elphick (Director) Citizenship: South African Business Address: 44 Main Street, Johannesburg, 2001, Republic of South Africa Principal Occupation: Director, AAC and Director, E. Oppenheimer & Son (Pty) Ltd (Investment holding company) Name: D. M. L. Farrv (Assistant Secretary) Citizenship: South African Business Address: 44 Main Street, Johannesburg, 2001, Republic of South Africa Principal Occupation: Assistant Secretary, AAC Name: R. M. Godsell (Executive Director) Citizenship: South African Business Address: 44 Main Street, Johannesburg, 2001, Republic of South Africa Principal Occupation: Executive Director, AAC, Chairman and Chief Executive, Gold and Uranium Division AAC and Director, Amgold Name: R. A. A. Gower (Alternate Director) Citizenship: South African Business Address: CDM Centre, 10 Bulow Street Windhoek, 9000 Namibia Principal Occupation: Alternate Director, AAC Name: R. A. Hambro (Alternate Director) Citizenship: British Business Address: J O Hambro & Company, Ltd. 30 Queen Anne's Gate London SW1H 9AL, England Principal Occupation: Investment Bankers Director, J O Hambro & Company, Limited (Investment banking firm) Page 35 of 43 Pages Name: R. N. Hambro (Director) Citizenship: British Business Address: 30 Queen Anne's Gate J O Hambro & Company, Ltd London SW1H 9AL, England Principal Occupation: Investment Bankers Director, J O Hambro & Company, Limited (Investment banking firm) Name: J. B. Hawthorne (Alternate Director and Deputy Technical Director, Geology) Citizenship: South African Business Address: 44 Main Street, Johannesburg, 2001, Republic of South Africa Principal Occupation: Deputy Technical Director - Geology, AAC Name: M. J. Henrey (Alternate Director) Citizenship: South African Business Address: 44 Main Street, Johannesburg, 2001, Republic of South Africa Principal Occupation: Director of E. Oppenheimer and Son (Pty) Limited (Investment holding firm) Name: G. M. Holford (Alternate Director) Citizenship: South African Business Address: 44 Main Street, Johannesburg, 2001, Republic of South Africa Principal Occupation: Finance Manager, Financial Management and Consulting Services, AAC Name: J. A . Holmes (Director) Citizenship: British Business Address: 44 Main Street, Johannesburg, 2001, Republic of South Africa Principal Occupation: Director, AAC Name: K. M. Hosking (Alternate Director) Citizenship: South African Business Address: 44 Main Street, Johannesburg, 2001, Republic of South Africa Principal Occupation: Managing Director, Anglo American Farms Limited (Farming company). Name: J. C. L. Keswick (Director) Citizenship: United Kingdom Business Address: 41 Tower Hill London EC3N 4HA, England Principal Occupation: Director and Chairman Hambros Bank Limited, Director De Beers Consolidated, Director, De Beers and Centenary Page 36 of 43 Pages Name: N. J. Keys (Alternate Director) Citizenship: Australian Business Address: 44 Main Street, Johannesburg, 2001, Republic of South Africa Principal Occupation: Projects Director, New Mining Business Division, AAC Name: R. P. Lander (Executive Director) Citizenship: Zimbabwean Business Address: 70 Samora Machel Avenue Harare C.4, Zimbabwe Principal Occupation: Executive Director Name: G. G. L. Leissner (Alternate Director) Citizenship: South African Business Address: First Floor, 11 Diagonal Street, Johannesburg, 2001, Republic of South Africa Principal Occupation: Managing Director, Anglo American Property Services (Proprietary) Limited (Property development and administration company); Director and Chairman of Anglo American Properties Limited (Property investment company) Name: C. L. Maltby (Secretary) Citizenship: South African Business Address: 44 Main Street, Johannesburg, 2001, Republic of South Africa Principal Occupation: Secretary, AAC Name: N. Mayer (Alternate Director) Citizenship: South African Business Address: 44 Main Street, Johannesburg, 2001, Republic of South Africa Principal Occupation: Group Deputy Technical Director, AAC Name: R.G. Mills (Alternate Director) Citizenship: South African Business Address: 44 Main Street, Johannesburg, 2001, Republic of South Africa Principal Occupation: Alternate Director and Group Deputy Technical Director - Mining, AAC Name: A. E. Oppenheimer (Director) Citizenship: British Business Address: 17 Charterhouse Street London EC 1N 6RA, England Principal Occupation: Director and Deputy Chairman, The Diamond Trading Company (Pty) Limited (Diamond trading company), Director, De Beers and Centenary Name: G. R Pardoe (Alternate Director) Citizenship: South African Business Address: 44 Main Street, Johannesburg, 2001, Page 37 of 43 Pages Republic of South Africa Principal Occupation: Alternate Director and Financial Director, Amic (industrial holding company) Name: G. M. Ralfe (Director) Citizenship: South African Business Address: 17 Charterhouse Street London EC 1N 6RA England Principal Occupation: Director, The Diamond Trading Co. (Pty) Limited (Diamond trading company); Director, De Beers and Centenary Name: D. Rankin (Executive Director) Citizenship: South African Business Address: 44 Main Street, Johannesburg, 2001, Republic of South Africa Principal Occupation: Chairman, Amcoal Name: R.S. Robertson (Alternate Director) Citizenship: British Business Address: 40 Holborn Viaduct London, England EC1N 2PQ Principal Occupation: Senior Vice President, Minorco and Alternate Director AAC Name: C. J. Saunders (Director) Citizenship: South African Business Address: The Tongaat-Hulett Group Ltd., Main Avenue, Maidstone, 4380, Republic of South Africa Principal Occupation: Executive Chairman, The Tongaat-Hulett Group Limited (Industrial processing company), Director, Amic Name: M. W. Spicer (Alternate Director) Citizenship: South African Business Address: 44 Main Street, Johannesburg, 2001, Republic of South Africa Principal Occupation: Public Affairs Consultant, AAC Name: C. L. Sunter (Executive Director) Citizenship: British Business Address: 44 Main Street, Johannesburg, 2001, Republic of South Africa Principal Occupation: Chairman, Corporate Affairs, AAC and Director, Amgold Name: A. J. Trahar (Executive Director) Citizenship: South African Business Address: 44 Main Street, Johannesburg, 2001, Republic of South Africa Principal Occupation: Director and Deputy Chairman, Amic; Executive Chairman, Mondi Limited (Paper manufacturer) Name: D. J. van Jaarsveld (Alternate Director) Citizenship: South African Page 38 of 43 Pages Business Address: 44 Main Street, Johannesburg, 2001, Republic of South Africa Principal Occupation: Manager - International, Diamond Services Division, AAC Name: K. H. Williams (Alternate Director) Citizenship: South African Business Address: 44 Main Street, Johannesburg, 2001, Republic of South Africa Principal Occupation: Director-Marketing, Gold and Uranium Division, AAC and Director, Amgold Name: C. W. P. Yates (Alternate Director) Citizenship: British Business Address: 44 Main Street, Johannesburg, 2001, Republic of South Africa Principal Occupation: Alternate Director and Finance Manager, Corporate and International Finance Department, AAC Page 39 of 43 Pages X. The following table sets forth certain information concerning each of the Directors and other Officers of Centenary. The following list sets forth the names of the Chairman and certain Directors of Centenary and the sections of this Annex "A" in which other information concerning them is set out, to which sections reference is hereby made: J. OGILVIE THOMPSON (Director and Chairman) SECTION VI N. F. OPPPENHEIMER (Director and Deputy Chairman) SECTION VI J. W. CAMPBELL (Director) SECTION IX R M. CRAWFORD (Director) SECTION IX E. P. GUSH (Director) SECTION VI J.C.L. KESWICK (Director) SECTION IX A. E. OPPENHEIMER (Director and President) SECTION IX G. W. H. RELLY (Director) SECTION VI G. M. RALFE (Director) SECTION IX Name: G. F. H. Burne (Director) Citizenship: British Business Address: 17 Charterhouse Street London, England EC 1N 6RA Principal Occupation: Member of the Executive Committee, The Central Selling Organization Name: T. W. H. Capon (Director) Citizenship: British Business Address: 17 Charterhouse Street London EC 1N 6RA, England Principal Occupation: Member of the Executive Committee, The Central Selling Organization Name: L. A. Lincoln (Director) Citizenship: South African Business Address: Langensandstrasse 27 CH 6000 Lucerne 14 Switzerland Principal Occupation: Director, De Beers and Centenary Name: B. Marole (Director) Citizenship: Motswana Business Address: Private Bag 0018, Gaborone, Botswana Principal Occupation: Permanent Secretary, Ministry of Mineral Resources and Water Affairs, Botswana Name: O. K. Matambo (Director) Citizenship: Motswana Business Address: Private Bag 008, Gaborone, Botswana Principal Occupation: Permanent Secretary, Ministry of Finance and Development Planning, Botswana Page 40 of 43 Pages Name: J. P. Pudnev (Director) Citizenship: British Business Address: 17 Charterhouse Street, London, England EC1N 6RA Principal Occupation: Member of Executive Committee, The Central Selling Organization Page 41 of 43 Pages XI. The following table sets forth certain information concerning each of the Directors and other Officers of De Beers. The following list sets forth the names of the Chairman and certain Directors of De Beers and the sections of this Annex A, to which sections reference is hereby made: J. OGILVIE THOMPSON (Director and Chairman) SECTION VI N. F. OPPENHEIMER (Director and Deputy Chairman) SECTION VI G. F. H. BURNE (Director) SECTION X J. W. CAMPBELL (Director) SECTION IX T. W. H. CAPON (Director) SECTION X R M. CRAWFORD (Director) SECTION IX E. P. GUSH (Director) SECTION VI J. C. L. KESWICK (Director) SECTION IX L. A. LINCOLN (Director) SECTION X B. MAROLE (Director) SECTION X O. K. MATAMBO (Director) SECTION X A. E. OPPENHEIMER (Director) SECTION IX J. P. PUDNEY (Director) SECTION X G. M. RALFE (Director) SECTION IX G. W. H. RELLY (Director) SECTION VI Page 42 of 43 Pages AGREEMENT CONCERNING JOINT FILING OF SCHEDULE 13D The undersigned agree as follows: (i) each of them is individually eligible to use the Schedule 13D to which this Exhibit is attached, and such Schedule 13D is filed on behalf of each of them; and (ii) each of them is responsible for the timely filing of such Schedule 13D and any amendments thereto, and for the completeness and accuracy of the information concerning such person contained therein; but none of them is responsible for the completeness or accuracy of the information concerning the other persons making the filing, unless such person knows or has reason to believe that such information is inaccurate. This Agreement may be executed in any number of counterparts, each of which shall be deemed to be an original, but all of which, taken together, shall constitute one and the same instrument. Dated: April 7, 1997 TERRA NITROGEN CORPORATION By /s/ George H. Valentine Its Vice President and General Counsel TERRA CAPITAL, INC. By /s/ George H. Valentine Its Vice President and Corporate Secretary TERRA CAPITAL HOLDINGS, INC. By /s/ George H. Valentine Its Vice President and Corporate Secretary TERRA INDUSTRIES INC. By /s/ George H. Valentine Its Senior Vice President, General Counsel and Corporate Secretary Page 43 of 43 Pages TAURUS INTERNATIONAL S.A. By /s/ Nick Jordan Its Secretary TAURUS INVESTMENTS S.A. By /s/ Nick Jordan Its Secretary MINORCO By /s/ Nick Jordan Its Secretary -----END PRIVACY-ENHANCED MESSAGE-----