- Amended Statement of Ownership: Solicitation (SC 14D9/A)
April 15 2010 - 1:37PM
Edgar (US Regulatory)
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. 7)
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)
Douglas
C. Barnard, Esq.
Vice
President and 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:
Brian
W. Duwe, Esq.
Richard
C. Witzel, Jr., Esq.
Skadden,
Arps, Slate, Meagher & Flom LLP
155
North Wacker Drive
Chicago,
Illinois 60606
Telephone:
(312) 407-0700
o
Check the box if the filing relates
solely to preliminary communications made before the commencement of a tender
offer.
This Amendment No. 7
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 12, 2010, relating to
the offer by CF Industries Holdings, Inc., a Delaware corporation (
CF
)
,
through
its indirect wholly-owned subsidiary, Composite Merger Corporation, a Maryland
corporation (
CF Sub
)
,
as disclosed in the Tender Offer
Statement on Schedule TO, dated March 5, 2010 (as amended or
supplemented from time to time, the
Schedule TO
)
,
to exchange each outstanding common
share of Terra, without par value (the
Terra
Common Shares
), for (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 (as amended or
supplemented from time to time, 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
).
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.
Item
2. Identity and Background of Filing PersonOffer
is hereby amended and supplemented by
adding the following paragraph after the ninth paragraph thereof:
On April 15, 2010,
CF announced that as of 5:00 p.m., New York City time, on April 14,
2010, a total of 92,230,296 Terra Common Shares, representing approximately
92.1% of the outstanding Terra Common Shares, had been validly tendered and
accepted for payment in the Offer.
On April 15, 2010,
CF also announced that, as CF Sub owned more than 90% of the outstanding Terra
Common Shares, CF would complete the acquisition of Terra on April 15,
2010 through the short-form merger procedure under Maryland law, without a vote
or meeting of Terras stockholders. In
the merger, each outstanding Terra Common Share not tendered and purchased in
the Offer will be converted into the right to receive $37.15 in cash and 0.0953
shares of CF Common Stock, which is the same amount per share that was offered
and paid in the Offer.
ITEM 4.
THE SOLICITATION OR RECOMMENDATION.
Item 4. The Solicitation or RecommendationBackground
of the Offer and Reasons for RecommendationBackground of the Offer
is hereby amended and supplemented by adding the following paragraph at the end
thereof:
On April 15, 2010,
CF announced that as of 5:00 p.m., New York City time, on April 14,
2010, a total of 92,230,296 Terra Common Shares, representing approximately
92.1% of the outstanding Terra Common Shares, had been validly tendered and
accepted for payment in the Offer.
2
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.
|
TERRA INDUSTRIES INC.
|
|
|
|
|
By:
|
/s/ DOUGLAS C.
BARNARD
|
|
|
Name: Douglas C.
Barnard
|
|
|
Title: Vice
President and Secretary
|
Dated: April 15,
2010
3
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