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): January 16, 2009
TERRA INDUSTRIES
INC.
(Exact name of registrant as
specified in its charter)
| Maryland | 1-8520 | 52-1145429 | ||
| (State or other Jurisdiction of Incorporation) | (Commission File Number) | (IRS Employer Identification No.) |
| Terra Centre 600 Fourth Street, P.O. Box 6000 Sioux City, Iowa |
51102-6000 | |
| (Address of Principal Executive Offices) | (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:
o 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 January 16, 2009, Terra Industries Inc. (“Terra”) confirmed by press release receipt of an unsolicited proposal from CF Industries Holdings, Inc. to acquire Terra for a fixed exchange ratio of 0.4235 CF Industries shares for each Terra common share. A copy of the press release is filed herewith as Exhibit 99.1.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS.
| (c) |
Exhibit
|
| 99.1 |
Press Release issued January 16, 2009,
confirming receipt of an unsolicited proposal from CF Industries Holdings, Inc.
to acquire Terra.
|
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| TERRA INDUSTRIES INC. | |
| /s/ John W. Huey | |
| John W. Huey Vice President, General Counsel and Corporate Secretary |
|
| Date: January 16, 2009 |
EXHIBIT INDEX
| Exhibit Number |
Description | |
| 99.1 | Press Release issued January 16, 2009, confirming receipt of an unsolicited proposal from CF Industries Holdings, Inc. to acquire Terra. |