-----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, P1tdZvAEejUbPeRyheRIBptNq5Qe/OiLwdhC4tXiHNiyvLhb2ICumzVEb8V8lX+k BaXzI9wXRhK3D1+YRd04Dw== 0000902664-06-002011.txt : 20060810 0000902664-06-002011.hdr.sgml : 20060810 20060810173024 ACCESSION NUMBER: 0000902664-06-002011 CONFORMED SUBMISSION TYPE: 3 PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20060801 FILED AS OF DATE: 20060810 DATE AS OF CHANGE: 20060810 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: SAB CAPITAL ADVISORS LLC CENTRAL INDEX KEY: 0001135018 STATE OF INCORPORATION: DE FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-08520 FILM NUMBER: 061022386 BUSINESS ADDRESS: STREET 1: 650 MADISON, 26TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 BUSINESS PHONE: 2126109066 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: BOMMER SCOTT A CENTRAL INDEX KEY: 0001251933 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-08520 FILM NUMBER: 061022388 BUSINESS ADDRESS: BUSINESS PHONE: 2124578015 MAIL ADDRESS: STREET 1: 712 FIFTH AVE CITY: NEW YORK STATE: NY ZIP: 10019 ISSUER: 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 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 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: SAB CAPITAL PARTNERS LP CENTRAL INDEX KEY: 0001090963 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-08520 FILM NUMBER: 061022387 BUSINESS ADDRESS: STREET 1: 650 MADISON AVE 26TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 BUSINESS PHONE: 2126109060 MAIL ADDRESS: STREET 1: 650 MADISON AVENUE 26TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: SAB CAPITAL PARTNERS II LP CENTRAL INDEX KEY: 0001251940 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-08520 FILM NUMBER: 061022385 BUSINESS ADDRESS: STREET 1: 712 FIFTH AVE CITY: NEW YORK STATE: NY ZIP: 10019 BUSINESS PHONE: 2124578015 MAIL ADDRESS: STREET 1: 712 FIFTH AVE CITY: NEW YORK STATE: NY ZIP: 10019 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: SAB OVERSEAS MASTER FUND, L.P. CENTRAL INDEX KEY: 0001328174 STATE OF INCORPORATION: E9 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-08520 FILM NUMBER: 061022384 BUSINESS ADDRESS: STREET 1: 712 FIFTH AVENUE, 42ND FLOOR CITY: NEW YORK STATE: NY ZIP: 10019 BUSINESS PHONE: (212) 457-8010 MAIL ADDRESS: STREET 1: 712 FIFTH AVENUE, 42ND FLOOR CITY: NEW YORK STATE: NY ZIP: 10019 3 1 form3_ex.xml X0202 3 2006-08-01 0 0000722079 TERRA INDUSTRIES INC TRA 0001251933 BOMMER SCOTT A SAB CAPITAL PARTNERS, L.P. 712 FIFTH AVENUE, 42ND FLOOR NEW YORK, NY 10019 0 0 1 0 0001090963 SAB CAPITAL PARTNERS LP 712 FIFTH AVENUE, 42ND FLOOR NEW YORK, NY 10019 0 0 1 0 0001135018 SAB CAPITAL ADVISORS LLC 712 FIFTH AVENUE, 42ND FLOOR NEW YORK, NY 10022 0 0 1 0 0001251940 SAB CAPITAL PARTNERS II LP 712 FIFTH AVE, 42ND FLOOR NEW YORK, NY 10019 0 0 1 0 0001328174 SAB OVERSEAS MASTER FUND, L.P. 712 FIFTH AVENUE, 42ND FLOOR NEW YORK, NY 10019 0 0 1 0 Common Stock, without par value ("Common Stock") 9496700 I See Footnote The shares of Common Stock to which this note relates are held directly by SAB Capital Partners, L.P., a Delaware limited partnership ("SAB"), as to 4,598,037 shares; SAB Capital Partners II, L.P., a Delaware limited partnership ("SAB II"), as to 95,323 shares; and SAB Overseas Master Fund, L.P., a Cayman Islands exempted limited partnership ("SAB Overseas"), as to 4,803,340 shares. SAB Capital Advisors, L.L.C. (the "General Partner") serves as the general partner of, and has investment discretion over the securities held by, SAB, SAB II and SAB Overseas. Scott A. Bommer is the managing member of the General Partner. Each of the reporting persons disclaims beneficial ownership of the securities to which this Form 3 relates for purposes of Section 16 of the Securities and Exchange Act of 1934, as amended, except as to the extent of such reporting person's pecuniary interest in the securities. This Form 3 is being filed as a result of the issuer's repurchase of shares on July 24, 2006, as disclosed in the issuer's Form 10Q filed on August 1, 2006 and not as a result of any acquisition of shares by the reporting persons. /s/ Michael Casey, as attorney-in-fact for Scott A. Bommer 2006-08-10 EX-24 2 ex24.txt POWER OF ATTORNEY EXHIBIT 24 POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENT, that I, Scott A. Bommer, hereby make, constitute and appoint each of Michael Casey, Brian Jackelow and Alessandro De Giorgis, acting individually, as my agent and attorney-in-fact for the purpose of executing in my name, (a) in my personal capacity or (b) in my capacity as managing member of or in other capacities with SAB Capital Advisors, L.L.C., a Delaware limited liability company, and each of its affiliates or entities advised or controlled by me or SAB Capital Advisors, L.L.C., all documents, certificates, instruments, statements, filings and agreements ("documents") to be filed with or delivered to any foreign or domestic governmental or regulatory body or required or requested by any other person or entity pursuant to any legal or regulatory requirement relating to the acquisition, ownership, management or disposition of securities, futures contracts or other investments, and any other documents relating or ancillary thereto, including, without limitation, all documents relating to filings with the United States Securities and Exchange Commission (the "SEC") pursuant to the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended (the "Act"), and the rules and regulations promulgated thereunder, including, without limitation: (1) all documents relating to the beneficial ownership of securities required to be filed with the SEC pursuant to Section 13(d) or Section 16(a) of the Act, including, without limitation: (a) any acquisition statements on Schedule 13D or Schedule 13G and any amendments thereto, (b) any joint filing agreements pursuant to Rule 13d-1(k), and (c) any initial statements of, or statements of changes in, beneficial ownership of securities on Form 3, Form 4 or Form 5 and (2) any information statements on Form 13F required to be filed with the SEC pursuant to Section 13(f) of the Act. All past acts of these attorneys-in-fact in furtherance of the foregoing are hereby ratified and confirmed. This Power of Attorney shall remain in effect until revoked, in writing, by the undersigned. IN WITNESS WHEREOF, the undersigned has executed this Power of Attorney, this 9th day of August 2006. /s/ Scott A. Bommer ------------------------------------ Scott A. Bommer -----END PRIVACY-ENHANCED MESSAGE-----