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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. 10)
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.
Thomas E. Dunn, Esq.
Cravath, Swaine & Moore LLP
Worldwide Plaza
825 Eighth Avenue
New York, New York 10019
Telephone: (212) 474-1000
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David C. Karp, Esq.
Wachtell, Lipton, Rosen & Katz
51 West 52nd Street
New York, New York 10019
Telephone: (212) 403-1000 |
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. 10 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 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)(12)
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Terra Industries Inc.s Form 8-K dated August 5, 2009 and
incorporated herein by reference. |
SIGNATURE
After due inquiry and to the best of my knowledge and belief, I certify that the information
set forth in this Statement is true, complete and correct.
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TERRA INDUSTRIES INC.
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By: |
/s/ John W. Huey
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Name: |
John W. Huey |
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Title: |
Vice President, General Counsel
and Corporate Secretary |
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Dated: August 5, 2009