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): August 5, 2009
TERRA INDUSTRIES INC.
(Exact name of registrant as specified in its charter)
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Maryland
(State or other jurisdiction
of incorporation)
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1-8520
(Commission File Number)
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52-1145429
(IRS Employer
Identification Number) |
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| Terra Centre |
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| 600 Fourth Street, P.O. Box 6000 |
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Sioux City, Iowa
(Address of principal executive offices)
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51102-6000
(Zip Code) |
Registrant’s 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:
þ 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 8.01 OTHER EVENTS
On August 5, 2009, Terra Industries Inc. (“Terra”) issued a press release confirming receipt
of a letter from CF Industries Holdings, Inc. (“CF Industries”) indicating that it is “prepared to
enter into a merger agreement under which each Terra share would be exchanged for 0.465 of a share
of CF Industries.” A copy of the press release is attached hereto as Exhibit 99.1 and is
incorporated herein by reference.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS
(d) Exhibit
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99.1 |
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Press release issued August 5, 2009 by Terra. |