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): February 18, 2010
TERRA INDUSTRIES INC.
(Exact name of registrant as specified in its charter)
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| Maryland
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1-8520
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52-1145429 |
(State or other jurisdiction
of incorporation)
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(Commission File Number)
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(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
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51102-6000 |
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(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:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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| ITEM 2.02 |
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RESULTS OF OPERATIONS AND FINANCIAL CONDITION |
On February 18, 2010, Terra Industries Inc. (“Terra”) issued a press release setting forth
Terra’s fourth quarter and full year 2009 results. A copy of the press release is furnished
herewith as Exhibit 99.1.
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| 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 |
On February 12, 2010, the board of directors of Terra approved the establishment of a “rabbi
trust” (the “Trust”), which is intended to provide a source of funds to assist Terra in meeting its
liabilities under its existing Excess Benefits Plan (the “SERP”). The Trust was entered into
between Terra and Wells Fargo Bank, N.A., which will serve as trustee of the Trust. Generally,
assets of the Trust may be contributed by Terra at its sole discretion. However, pursuant to the
terms of the Trust, within five days following a change in control, such as the acquisition of
Terra by Yara International ASA (“Yara”) that is contemplated by the Agreement and Plan of Merger
dated as of February 12, 2010, among Yara, Yukon Merger Sub, Inc., a wholly owned subsidiary of
Yara, and Terra, Terra will be obligated to make an irrevocable contribution to the Trust in an
amount such that the Trust will, immediately following such contribution, hold assets sufficient to
pay each SERP participant or beneficiary his or her accrued benefits under the SERP as of the date
of the change in control. The trustee has broad investment powers with respect to the Trust
assets, but it may not invest in securities or obligations issued by Terra or any affiliate of
Terra.
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| ITEM 9.01 |
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FINANCIAL STATEMENTS AND EXHIBITS |
(d) Exhibits
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99.1 |
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Press release of Terra Industries Inc., issued February 18, 2010. |