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): June 3, 2010

 

TERRA NITROGEN COMPANY, L.P.

(Exact name of registrant as specified in its charter)

 

Delaware

 

033-43007

 

73-1389684

(State or other jurisdiction

 

(Commission File Number)

 

(IRS Employer

of incorporation)

 

 

 

Identification Number)

 

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 5.02            DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY ARRANGEMENTS OF CERTAIN OFFICERS

 

On June 3, 2010, Douglas C. Barnard and W. Anthony Will were elected to the board of directors of Terra Nitrogen GP Inc. (“TNGP”), the general partner of Terra Nitrogen Company, L.P. and an indirect, wholly-owned subsidiary of CF Industries Holdings, Inc. (“CF”). Neither Mr. Barnard nor Mr. Will have engaged in any transactions with TNGP or any of its directors, officers or affiliates which are required to be disclosed pursuant to the rules and regulations of the Securities and Exchange Commission.

 

Mr. Barnard, 51, has served as CF’s vice president, general counsel, and secretary since January 2004. Mr. Barnard has also served as vice president, general counsel, and corporate secretary of TNGP since April 2010. From January 2001 to July 2003, Mr. Barnard served as an executive vice president and general counsel of Bcom3 Group, Inc., an advertising and marketing communication services group (including service from January 2003 to July 2003 in a successor corporation formed to market and sell securities received in the sale of Bcom3 Group). From July 2003 until January 2004, Mr. Barnard was not employed. Previously, from August 2000 to January 2001, he was a partner in the law firm of Kirkland and Ellis. From August 1996 to July 2000, Mr. Barnard was vice president, general counsel, and secretary of LifeStyle Furnishings International Ltd., a manufacturer and distributor of residential furniture and decorative fabrics. He holds a B.S. degree from the Massachusetts Institute of Technology, a J.D. degree from the University of Minnesota, and an M.B.A. degree from the University of Chicago.

 

Mr. Will, 44, has served as CF’s vice president, manufacturing and distribution since March 2009 and was previously CF’s vice president, corporate development, from April 2007 to March 2009. Mr. Will has also served as vice president, manufacturing and distribution of TNGP since April 2010. Before joining CF, Mr. Will was a partner with Accenture Ltd., a position he held from April 2005 to December 2006. From January 2002 to August 2004, he was vice president business development of Sears, Roebuck and Company. From January 2007 to March 2007 and from September 2004 to March 2005, Mr. Will was not employed. From January 2001 to January 2002, Mr. Will was a consultant with Egon Zehnder International, a global consulting firm. Previously, from October 1998 to January 2001, he served as vice president, strategy and corporate development, of Fort James Corporation, a global paper and consumer products company. Prior to joining Fort James, Mr. Will was a manager with the Boston Consulting Group, a global strategy consulting firm. Mr. Will holds a B.S. degree in electrical engineering from Iowa State University and an M.M. degree (M.B.A.) from the Kellogg Graduate School of Management at Northwestern University.

 

ITEM 8.01            OTHER EVENTS

 

On June 3, 2010, Terra Nitrogen GP Holdings Inc., the sole stockholder of TNGP, elected the following individuals to the board of directors of TNGP: Stephen R. Wilson, Coleman L. Bailey, Douglas C. Barnard, Michael A. Jackson, Anne H. Lloyd, Anthony J. Nocchiero and W. Anthony Will.

 

2



 

SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

 

TERRA NITROGEN COMPANY, L.P.

 

By: Terra Nitrogen GP Inc.

 

Its: General Partner

 

 

 

/s/ Douglas C. Barnard

 

Name:

Douglas C. Barnard

 

Title:

Vice President, General Counsel, and

 

 

Corporate Secretary

 

 

 

Date: June 4, 2010

 

3