- Current report filing (8-K)
15 Avril 2010 - 7:41PM
Edgar (US Regulatory)
UNITED
STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT
REPORT
Pursuant
to Section 13 OR 15(d) of The Securities Exchange Act of 1934
Date of Report (Date of earliest
event reported):
April 15, 2010
TERRA INDUSTRIES INC.
(Exact name of registrant as
specified in its charter)
Maryland
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1-8520
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52-1145429
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(State or other jurisdiction
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(Commission File Number)
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(IRS Employer
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of incorporation)
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Identification Number)
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Terra Centre
600 Fourth Street, P.O. Box 6000
Sioux City, Iowa
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51102-6000
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(Address of principal executive offices)
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(Zip Code)
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Registrants
telephone number, including area code:
(712)
277-1340
(Former name or former address, if
changed since last report.)
Check the appropriate box
below if the Form 8-K filing is intended to simultaneously satisfy the
filing obligation of the registrant under any of the following provisions:
o
Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
o
Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
o
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17
CFR 240.14d-2(b))
o
Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17
CFR 240.13e-4(c))
ITEM
1.02
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TERMINATION
OF A MATERIAL DEFINITIVE AGREEMENT
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On April 15, 2010, in
connection with the Merger (as defined below), Terra Capital, Inc. (Terra
Capital), an indirect, wholly-owned subsidiary of Terra Industries Inc. (Terra),
elected to (1) call for redemption all of its outstanding 7.75% Senior
Notes due 2019 (the Notes) on May 17, 2010 (the Redemption Date), and
instructed U.S. Bank, National Association, as trustee (the Trustee), to
provide holders of the Notes with a notice of redemption in accordance with the
terms of the Indenture, dated as of October 26, 2009, as amended (the Indenture),
among Terra Capital, the guarantors party thereto and the Trustee, governing
the Notes; and (2) satisfy and discharge the Indenture. As of April 15, 2010, the aggregate
outstanding principal amount of the Notes was approximately $600 million. The
redemption price for the Notes is 100% of their principal amount, plus any
accrued and unpaid interest to the Redemption Date, plus a make-whole premium
based on a discount rate equal to the yield on a comparable U.S. Treasury
Security plus 50 basis points.
ITEM
2.01
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COMPLETION
OF ACQUISITION OR DISPOSITION OF ASSETS
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On April 15, 2010,
pursuant to the previously disclosed Agreement and Plan of Merger, dated March 12,
2010 (the Merger Agreement), by and among CF Industries Holdings, Inc. (CF),
Composite Merger Corporation, an indirect, wholly-owned subsidiary of CF (CF
Sub), and Terra, CF completed its acquisition of Terra. The transaction was
consummated through an exchange offer (the Offer) by CF Sub pursuant to which
CF Sub offered to exchange each outstanding common share of Terra, without par
value (the Terra Common Shares), for the Per Share Consideration, which is
equal to (i) $37.15 in cash, less any applicable withholding taxes and
without interest, and (ii) 0.0953 of a share of common stock, par value
$0.01 per share, of CF (together with the associated preferred stock purchase
rights) (the CF Common Stock), upon the terms and subject to the conditions
set forth in (a) the Prospectus/Offer to Exchange, dated April 2,
2010 (the Exchange Offer), and (b) the related Letter of Transmittal
(which, together with the Exchange Offer and any amendments or supplements
thereto from time to time, constitute the Offer), followed by the merger of
CF Sub with and into the Terra (the Merger), with Terra surviving as an
indirect, wholly-owned subsidiary of CF. As a result of the Merger, all Terra
Common Shares not tendered in the Offer (except for Terra Common Shares held by
CF, CF Sub, Terra or any wholly-owned subsidiary of CF or Terra) were converted
into the right to receive the same Per Share Consideration paid in the Offer.
ITEM
2.04
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TRIGGERING
EVENTS THAT ACCELERATE OR INCREASE A DIRECT FINANCIAL OBLIGATION OR AN
OBLIGATION UNDER AN OFF-BALANCE SHEET ARRANGEMENT
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The information contained in
Item 1.02 of this Current Report on Form 8-K is incorporated by reference
into this Item 2.04.
ITEM
3.01
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NOTICE
OF DELISTING OR FAILURE TO SATISFY A CONTINUED LIST RULE OR STANDARD;
TRANSFER OF LISTING
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In connection with the
closing of the Merger, Terra notified the New York Stock Exchange (the NYSE)
on April 15, 2010 that Terra Common Shares were converted into the right
to receive the Per Share Consideration and requested that the NYSE effect a
trading suspension of the Terra Common Shares.
As a result, Terra Common Shares will cease trading on the NYSE at the
close of business on April 15, 2010 and the NYSE will file with the Securities
and Exchange Commission an application on Form 25 to report that the Terra
Common Shares are no longer listed on the NYSE.
2
ITEM
5.02
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DEPARTURE
OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF
CERTAIN OFFICERS; COMPENSATORY ARRANGEMENTS OF CERTAIN OFFICERS
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On April 15, 2010, at
the effective time of the Merger and pursuant to the Merger Agreement, the
following members of Terras Board of Directors vacated their positions as
directors: Dod A. Fraser; Bert A. Frost, Wendy S. Jablow Spertus; Peter S.
Janson; Phillip P. Koch, Henry R. Slack; Lynn F. White, and W. Anthony Will.
ITEM
5.03
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AMENDMENT
TO ARTICLES OF INCORPORATION OR BYLAWS; CHANGE IN FISCAL YEAR
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As a result of the Merger
and in accordance with the Merger Agreement, the Bylaws of CF Sub in effect
immediately prior to the merger became the Amended and Restated Bylaws of
Terra. A copy of the Amended and
Restated Bylaws is attached to this Current Report on Form 8-K as Exhibit 3.1.
Immediately following the Merger, the charter of Terra was amended and
restated. A copy of the Articles of Amendment and Restatement is attached to
this Current Report on Form 8-K as Exhibit 3.2.
ITEM 9.01 FINANCIAL STATEMENTS
AND EXHIBITS
(d) Exhibits.
Exhibit No.
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Description of Exhibit
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3.1
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Amended
and Restated Bylaws of Terra Industries Inc., effective as of April 15,
2010
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3.2
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Articles of Amendment and
Restatement of Terra Industries Inc. filed with the State Department of
Assessments and Taxation of Maryland on April 15, 2010, amending and
restating the charter of Terra Industries Inc.
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3
SIGNATURES
Pursuant to the requirements
of the Securities Exchange Act of 1934, the registrant has duly caused this
report to be signed on its behalf by the undersigned hereunto duly authorized.
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TERRA
INDUSTRIES INC.
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By:
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/s/ Douglas C. Barnard
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Name:
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Douglas C. Barnard
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Title:
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Vice President and
Secretary
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Date: April 15, 2010
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4
EXHIBIT INDEX
Exhibit No.
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Description
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3.1
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Amended
and Restated Bylaws of Terra Industries Inc., effective as of April 15,
2010
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3.2
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Articles
of Amendment and Restatement of Terra Industries Inc. filed with the State
Department of Assessments and Taxation of Maryland on April 15, 2010,
amending and restating the charter of Terra Industries Inc.
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5
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