SECURITIES AND EXCHANGE COMMISSION
	Washington, D.C. 20549
	SCHEDULE 13D [Rule 13d-101]

 

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT

TO § 240.13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO

§ 240.13d-2(a)

 

Under the Securities Exchange Act of 1934
(Amendment No. 2)*

 

(Name of Issuer)

 

(Title of Class of Securities)

 

(CUSIP Number)

 

(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)

 

(Date of Event Which Requires Filing of this Statement)

 

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box o.

 

Note. Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits.  See § 240.13d-7 for other parties to whom copies are to be sent.

 

(Continued on following pages)

 

(Page 1 of 8 Pages)

 

 

*The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

 

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (the “Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

 

 

 

(1) Based on 99,825,840 shares of common stock, without par value, of the Company outstanding as of October 9, 2009, as set forth in the Company’s Definitive Proxy Statement on Schedule 14A, filed with the Securities and Exchange Commission on October 13, 2009.

 

 

 

(2) Based on 99,825,840 shares of common stock, without par value, of the Company outstanding as of October 9, 2009, as set forth in the Company’s Definitive Proxy Statement on Schedule 14A, filed with the Securities and Exchange Commission on October 13, 2009.

 

 

 

(3) Based on 99,825,840 shares of common stock, without par value, of the Company outstanding as of October 9, 2009, as set forth in the Company’s Definitive Proxy Statement on Schedule 14A, filed with the Securities and Exchange Commission on October 13, 2009.

 

 

 

This Amendment No. 2 (this “Amendment No. 2”) amends and supplements the Schedule 13D originally filed with the Securities and Exchange Commission (the “SEC”) on September 28, 2009 (the “Original Statement”), as amended by Amendment No. 1 filed with the SEC on November 3, 2009 (the Original Statement and such amendment, together with this Amendment No. 2, are collectively referred to herein as the “Statement”), by CF Industries Holdings, Inc., a Delaware corporation (“CF Holdings”), CF Industries, Inc., a Delaware corporation and wholly-owned subsidiary of CF Holdings (“CF Industries”), and CF Composite, Inc., a New York corporation and wholly-owned subsidiary of CF Industries (“CF Composite” and, together with CF Holdings and CF Industries, the “Reporting Persons”).  Except as set forth in this Amendment No. 2, all information set forth in the Statement remains unchanged and capitalized terms used but not defined in this Amendment No. 2 shall have the meanings ascribed to such terms in the Original Statement.

 

Item 4.                                                         Purpose of Transaction.

 

Item 4 of the Statement is hereby amended and supplemented by adding the following at the end of the section entitled “CF Holdings’ Proposals and Actions Related to a Business Combination with the Company”:

 

On November 3, 2009, the Company issued a press release indicating that the Board had rejected CF Holdings’ revised proposal to acquire the Company for consideration per Company Share of 0.1034 CF Shares and $32.00 in cash (including the $7.50 per Company Share special dividend declared by the Company on October 29, 2009).

 

On November 13, 2009, CF Holdings delivered a letter to the Board stating CF Holdings’ understanding that, under Maryland law, if the Nominees are elected at the 2009 Annual Meeting, the Board could re-appoint the directors replaced by the Nominees.  The letter also stated that if the Board decided to take such action in the exercise of its fiduciary duties (without disenfranchising stockholders through increasing the size of the Board beyond what would result from reappointing those directors), CF Holdings would not be in a position to object.  A copy of CF Holdings’ letter to the Board, dated November 13, 2009, is filed as Exhibit 12 hereto and incorporated herein by reference.

 

Item 7.                                                         Material to be Filed as Exhibits.

 

Item 7 of the Statement is hereby amended and supplemented by adding the following Exhibit:

 

Exhibit 12

Letter, dated November 13, 2009, from CF Industries Holdings, Inc. to Terra Industries Inc.

 

 

 

After reasonable 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.

 

Date:  November 13, 2009

 

 

	CF INDUSTRIES HOLDINGS, INC.
	by	/s/ Douglas C. Barnard
		Name:	Douglas C. Barnard
		Title:	Vice President, General Counsel, and Secretary
	CF INDUSTRIES, INC.
	by	/s/ Douglas C. Barnard
		Name:	Douglas C. Barnard
		Title:	Vice President, General Counsel, and Secretary
	CF COMPOSITE, INC.
	by	/s/ Douglas C. Barnard
		Name:	Douglas C. Barnard
		Title:	Director, Vice President, and Secretary

 

 

 

EXHIBIT INDEX

 

Exhibit Number		Exhibit Name
Exhibit 1		Letter Proposal, dated January 15, 2009, from CF Industries Holdings, Inc. to Terra Industries Inc. (1)
Exhibit 2		Letter Proposal, dated March 9, 2009, from CF Industries Holdings, Inc. to Terra Industries Inc. (1)
Exhibit 3		Letter Proposal, dated March 23, 2009, from CF Industries Holdings, Inc. to Terra Industries Inc. (1)
Exhibit 4		Letter Proposal, dated August 5, 2009, from CF Industries Holdings, Inc. to Terra Industries Inc. (1)
Exhibit 5		Form of Agreement and Plan of Merger, to be entered into among CF Industries Holdings, Inc., Composite Merger Corporation and Terra Industries Inc. (1)
Exhibit 6		Credit Agreement, dated as of August 16, 2005, by and among CF Industries Holdings, Inc., as Loan Guarantor, CF Industries, Inc., as Borrower, the Subsidiary Guarantors party thereto, as Loan Guarantors, the Lenders party thereto and JPMorgan Chase Bank, N.A., as Administrative Agent (incorporated by reference to Exhibit 10.1 to CF Industries Holdings, Inc.’s Current Report on Form 8-K, filed with the SEC on August 19, 2005, File No. 001-32597)
Exhibit 7		First Amendment to Credit Agreement, dated as of September 5, 2005, by and among CF Industries Holdings, Inc., as Loan Guarantor, CF Industries, Inc., as Borrower, the Subsidiary Guarantors party thereto, as Loan Guarantors, the Lenders party thereto and JPMorgan Chase Bank, N.A., as Administrative Agent (incorporated by reference to Exhibit 10.24 to CF Industries Holdings, Inc.’s Annual Report on Form 10-K, filed with the SEC on February 27, 2008, File No. 001-32597)
Exhibit 8		Second Amendment to Credit Agreement, dated as of July 31, 2007, by and among CF Industries Holdings, Inc., as Loan Guarantor, CF Industries, Inc., as Borrower, the Subsidiary Guarantors party thereto, as Loan Guarantors, the Lenders party thereto and JPMorgan Chase Bank, N.A., as Administrative Agent (incorporated by reference to Exhibit 10.25 to CF Industries Holdings, Inc.’s Annual Report on Form 10-K, filed with the SEC on February 27, 2008, File No. 001-32597)
Exhibit 9		Joint Filing Agreement, dated as of September 28, 2009, by and among CF Industries Holdings, Inc., CF Industries, Inc. and CF Composite, Inc. (1)
Exhibit 10		Letter Proposal, dated November 1, 2009, from CF Industries Holdings, Inc. to Terra Industries Inc. (2)
Exhibit 11		Commitment Letter, dated November 1, 2009, between CF Industries Holdings, Inc. and Morgan Stanley Senior Funding, Inc. (2)
Exhibit 12		Letter, dated November 13, 2009, from CF Industries Holdings, Inc. to Terra

 

 

 

Industries Inc.

 

(1) Previously filed as an Exhibit to the Original Statement.

 

(2) Previously filed as an Exhibit to Amendment No. 1 to the Original Statement, filed with the SEC on November 3, 2009.