UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14D-9
SOLICITATION/RECOMMENDATION
STATEMENT UNDER SECTION 14(d)(4) OF THE
SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 9)
Terra Industries Inc.
(Name of Subject Company)
Terra Industries Inc.
(Name of Person Filing Statement)
Common Shares, without par value
(Title of Class of Securities)
880915103
(CUSIP Number of Class of Securities)
John W. Huey, Esq.
Vice President, General Counsel and
Corporate Secretary
Terra Industries Inc.
Terra Centre
600 Fourth Street
P.O. Box 6000
Sioux City, Iowa 51102-6000
Telephone: (712) 277-1340
(Name, address and telephone numbers of person authorized to receive notices
and communications on behalf of the persons filing statement)
Copies to:
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Faiza J. Saeed, Esq.
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David C. Karp, Esq. |
Thomas E. Dunn, Esq.
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Wachtell, Lipton, Rosen & Katz |
Cravath, Swaine & Moore LLP
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51 West 52nd Street |
Worldwide Plaza
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New York, New York 10019 |
825 Eighth Avenue
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Telephone: (212) 403-1000 |
New York, New York 10019 |
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Telephone: (212) 474-1000 |
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o Check the box if the filing relates solely to preliminary communications made before the
commencement of a tender offer.
TABLE OF CONTENTS
This Amendment No. 9 to Schedule 14D-9 amends and supplements the Solicitation/Recommendation
Statement on Schedule 14D-9 (as amended from time to time, the Statement) originally filed by
Terra Industries Inc., a Maryland corporation (Terra), with the Securities and Exchange
Commission on March 5, 2009, relating to the unsolicited offer by CF Industries Holdings, Inc., a
Delaware corporation (CF), through its wholly owned subsidiary, Composite Acquisition
Corporation, a Maryland corporation, as disclosed in the Tender Offer Statement on Schedule TO,
dated February 23, 2009 (as amended or supplemented from time to time, the Schedule TO), to
exchange each outstanding common share of Terra, without par value (Terra Common Share), for
0.4235 of a share of common stock, par value $0.01 per share, of CF (together with the associated
preferred stock purchase rights) (CF Common Share), upon the terms and subject to the conditions
set forth in (i) the Preliminary Prospectus/Offer to Exchange, dated February 23, 2009 (the
Exchange Offer), and (ii) the related Letter of Transmittal (which, together with the Exchange
Offer and any amendments or supplements thereto from time to time, constitute the Offer).
Capitalized terms used but not defined herein have the meanings set forth in the Statement. Except
as specifically noted herein, the information set forth in the Statement remains unchanged.
ITEM 2. IDENTITY AND BACKGROUND OF FILING PERSON.
The following is hereby added under the heading Offer of Item 2. Identity and Background of
Filing Person beginning on page 2 of the Statement:
On June 19, 2009, CF announced that it had extended the expiration date of the Offer, which
was originally scheduled to expire at 5:00 p.m., Eastern Time, on June 26, 2009, to 5:00 p.m.,
Eastern Time, on July 10, 2009, unless further extended. All other terms and conditions of the
Offer remained unchanged. On July 6, 2009, CF announced that it had further extended the
expiration date of the Offer, which was scheduled to expire at 5:00 p.m., Eastern Time, on July 10,
2009, to 5:00 p.m., Eastern Time, on August 7, 2009, unless further extended. All other terms and
conditions of the Offer remained unchanged.
ITEM 4. THE SOLICITATION OR RECOMMENDATION.
The following is hereby added under the heading Background of the Offer and Reasons for
RecommendationBackground of the Offer of Item 4. The Solicitation or Recommendation beginning
on page 8 of the Statement:
On June 19, 2009, CF announced that it had extended the expiration date of the Offer, which
was originally scheduled to expire at 5:00 p.m., Eastern Time, on June 26, 2009, to 5:00 p.m.,
Eastern Time, on July 10, 2009, unless further extended.
On June 22, 2009, CF announced that it had received a standard, unqualified, no action
letter from the Canadian Competition Bureau confirming that the Competition Commissioner does not
intend to challenge CFs proposed business combination with Terra.
On June 23, 2009, Agrium announced that it had extended the expiration date of the Agrium
Offer until 12:00 midnight, Eastern Time, on July 22, 2009. The Agrium Offer was previously set to
expire at 12:00 midnight, Eastern Time, on June 22, 2009.
On July 6, 2009, CF announced that it had further extended the expiration date of the Offer,
which was scheduled to expire at 5:00 p.m., Eastern Time, on July 10, 2009, to 5:00 p.m., Eastern
Time, on August 7, 2009, unless further extended. All other terms and conditions of the Offer
remained unchanged. CF also announced that it had filed a certification with the FTC that it had
substantially complied with the FTCs Second Request. Pursuant to the HSR Act, the premerger
waiting period will expire at 11:59 p.m., Eastern Time, on August 5, 2009, unless the FTC
challenges CFs substantial compliance with the Second Request.
On July 20, 2009, Agrium announced that it had extended the expiration date of the Agrium
Offer until 12:00 midnight, Eastern Time, on August 19, 2009. The Agrium Offer was previously set
to expire at 12:00 midnight, Eastern Time, on July 22, 2009.
ITEM 8. ADDITIONAL INFORMATION.
Item 8. Additional Information of the Statement is hereby amended and supplemented by adding
the following under the heading Regulatory ApprovalsU.S. Antitrust Approval:
On July 6, 2009, CF announced that it had filed a certification with the FTC that it had
substantially complied with the FTCs Second Request. Pursuant to the HSR Act, the premerger
waiting period will expire at 11:59 p.m., Eastern Time, on August 5, 2009, unless the FTC
challenges CFs substantial compliance with the Second Request.
Item 8. Additional Information of the Statement is hereby amended and supplemented by adding the
following under the heading Regulatory ApprovalsCanadian Antitrust Considerations:
On June 22, 2009, CF announced that it had received a standard, unqualified, no action
letter from the Canadian Competition Bureau confirming that the Competition Commissioner does not
intend to challenge CFs proposed business combination with Terra.
ITEM 9. EXHIBITS.
Item 9 is hereby amended and supplemented by adding the following exhibit.
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Exhibit Number |
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Description |
(a)(11)
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Transcript of Terra Industries Inc.s 2009 Second Quarter
Results Conference Call dated July 23, 2009 (incorporated
herein by reference to Terra Industries Inc.s Rule 425
filing on July 24, 2009). |