Maryland
(State
of Incorporation)
|
52-1145429
(I.R.S.
Employer Identification No.)
|
Title
of Securities to be Registered
|
Amount
to be
Registered(1)
|
Proposed
Maximum
Offering
Price
Per
Share(2)
|
Proposed
Maximum
Aggregate
Offering
Price(2)
|
Amount
of
Registration
Fee
|
Common
Shares, without par value
|
3,500,000
shares
|
$43.52
|
$152,320,000
|
$5,986.18
|
Exhibit
Number
|
Description
of
Exhibit
|
||
4.1.1
|
Articles
of Restatement of Terra
Industries Inc. filed with the State Department of Assessments and
Taxation of Maryland on August 3, 2005, restating the Charter of
Terra Industries Inc., filed as Exhibit 3.1 to Terra Industries
Inc.’s August 4,
2005 Form 8-K, are
incorporated herein by reference.
|
||
4.1.2
|
Amended
and Restated By-Laws of
Terra Industries Inc., effective as of August 3, 2005, filed as
Exhibit 3.2 to Terra Industries Inc.’s August 4, 2005 Form 8-K,
are incorporated herein by reference.
|
||
4.3
|
Terra
Industries Inc. 2007 Omnibus Incentive Compensation Plan, filed as
Appendix A to Terra Industries Inc.’s Notice of Annual Meeting and Proxy
Statement dated March 22, 2007, is incorporated herein by
reference.
|
||
5.1
|
Opinion
of Ballard Spahr Andrews
& Ingersoll LLP with respect to the issuance of the common
shares being registered hereby.
|
||
23.1
|
Consent
of Ballard Spahr Andrews
& Ingersoll LLP (included in Exhibit 5.1).
|
||
23.2
|
Consent
of Deloitte & Touche LLP.
|
||
24
|
Power
of Attorney (included in signature page to the Registration
Statement).
|
|
The Registrant undertakes that in a primary offering of
securities of the Registrant pursuant to this Registration
Statement, regardless of the underwriting method used to sell the
securities to the purchaser, if
the securities are offered or
sold to such purchaser by means of any of the following
communications, the
|
|
Registrant
will be a seller to the purchaser and will be considered to
offer or sell such securities to such
purchaser:
|
|
(i) any preliminary prospectus
or prospectus of the Registrant relating to the offering required
to be
filed pursuant to
Rule 424 pursuant to
the Securities Act;
|
|
(ii)
any free writing prospectus relating to the offering
prepared by or on behalf of
the Registrant or used or
referred to by the Registrant;
|
|
(iii)
the portion of any other free
writing prospectus relating to the offering
containing material information about the Registrant
or its securities provided by or on behalf of the Registrant;
and
|
|
(iv)
any other communication that is an offer
in the offering made by the Registrant to the
purchaser.
|
TERRA INDUSTRIES INC. | |||
|
by
|
/s/ Daniel D. Greenwell | |
Name: Daniel D. Greenwell | |||
Title: Chief Financial Officer | |||
Signatures
|
Title
|
Date
|
/s/ Henry R. Slack |
Chairman
of the Board
|
February 4, 2008 | |
Henry R. Slack | |||
/s/
Michael L. Bennett
|
Director,
President and Chief Executive
|
February
4, 2008
|
|
Michael
L. Bennett
|
Officer
(Principal Executive Officer)
|
|
|
/s/ Daniel D. Greenwell |
Senior
Vice President and Chief
|
February
4, 2008
|
|
Daniel
D. Greenwell
|
Financial
Officer (Principal Financial Officer)
|
|
|
/s/ Brian K. Frantum |
Vice
President and Controller
|
February 4, 2008 | |
Brian
K. Frantum
|
|
|
|
/s/ David E. Fisher |
Director
|
February 4, 2008 | |
David
E. Fisher
|
|
|
|
/s/ Dod A. Fraser |
Director
|
February 4, 2008 | |
Dod
A. Fraser
|
|
|
|
/s/ Martha O. Hesse |
Director
|
February 4, 2008 | |
Martha
O. Hesse
|
|
|
Signatures
|
Title
|
Date
|
/s/ Peter S. Janson |
Director
|
February
4, 2008
|
|
Peter
S. Janson
|
|
|
|
/s/ James R. Kroner |
Director
|
February
4, 2008
|
|
James
R. Kroner
|
|
|
|
/s/ Dennis McGlone |
Director
|
February
4, 2008
|
|
Dennis
McGlone
|
|
|
Exhibit
Number
|
Description
of
Exhibit
|
||
4.1.1
|
Articles
of Restatement of Terra
Industries Inc. filed with the State Department of Assessments and
Taxation of Maryland on August 3, 2005, restating the Charter of
Terra Industries Inc., filed as Exhibit 3.1 to Terra Industries
Inc.’s August 4, 2005 Form 8-K, are incorporated herein by
reference.
|
||
4.1.2
|
Amended
and Restated By-Laws of
Terra Industries Inc., effective as of August 3, 2005, filed as
Exhibit 3.2 to Terra Industries Inc.’s August 4, 2005 Form 8-K,
are incorporated herein by reference
|
||
4.3
|
Terra
Industries Inc. 2007 Omnibus Incentive Compensation Plan, filed as
Appendix A to Terra Industries Inc.’s Notice of Annual Meeting and Proxy
Statement dated March 22, 2007, is incorporated herein by
reference.
|
||
5.1
|
Opinion
of Ballard Spahr Andrews
& Ingersoll LLP
with
respect to the issuance of the common shares being registered
hereby.
|
||
23.1
|
Consent
of Ballard Spahr Andrews
& Ingersoll LLP (included in Exhibit 5.1).
|
||
23.2
|
Consent
of Deloitte & Touche LLP.
|
||
24
|
Power
of Attorney (included in signature page to the Registration
Statement).
|