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CF Industries Holdings, Inc. – ‘DEFN14A’ for 11/20/09 re: Terra Industries Inc

On:  Wednesday, 10/14/09, at 7:17am ET   ·   Effective:  10/14/09   ·   For:  11/20/09   ·   Accession #:  1047469-9-8925   ·   File #:  1-08520

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  As Of                Filer                Filing    For·On·As Docs:Size              Issuer               Agent

10/14/09  CF Industries Holdings, Inc.      DEFN14A    11/20/09    1:306K Terra Industries Inc              Merrill Corp/New/FA

Document/Exhibit                   Description                      Pages   Size 

 1: DEFN14A     Definitive Non-Management Proxy Solicitation        HTML    280K 
                          Material -- Non-Contested Solicitation                 

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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934 (Amendment No.  )

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2009 ANNUAL MEETING OF STOCKHOLDERS
OF
TERRA INDUSTRIES INC.

PROXY STATEMENT
OF
CF INDUSTRIES HOLDINGS, INC.
AND CF COMPOSITE, INC.

        This proxy statement and the accompanying BLUE proxy card are being furnished to you by (i) CF Industries Holdings, Inc., a Delaware corporation ("CF Holdings"), and (ii) CF Composite, Inc., a New York corporation ("CF Composite") and an indirect, wholly-owned subsidiary of CF Holdings (for convenience, throughout this proxy statement, we sometimes refer to CF Composite and CF Holdings, collectively, as "CF" or "we"), in connection with the solicitation of proxies from you, holders of common stock, without par value, or common shares, of Terra Industries Inc., a Maryland corporation (the "Company"). We intend to vote such proxies at the annual meeting of the Company's stockholders scheduled to be held at 10:00 a.m. Eastern Time, on Friday, November 20, 2009, at the offices of Credit Suisse, 11 Madison Avenue, Floor 2B Auditorium, New York, New York 10010, including any adjournments or postponements thereof and any special meeting that may be called in lieu thereof (the "Annual Meeting"), in order to take the following actions:

(a)

vote FOR the election of John N. Lilly, David A. Wilson and Irving B. Yoskowitz (each, a "Nominee" and, collectively, the "Nominees") to serve as Class II directors on the board of directors of the Company (the "Board") until the 2012 annual meeting of stockholders of the Company and until their respective successors are duly elected and qualify;



(b)

vote FOR the Company's proposal to ratify the selection by the Audit Committee of the Company (the "Audit Committee") of the firm of Deloitte & Touche LLP as the Company's independent registered public accounting firm for 2009; and



(c)

transact such other business as may properly come before the Annual Meeting.

        The Company has set the close of business on October 9, 2009 as the record date for determining stockholders entitled to vote at the Annual Meeting. The principal executive offices of the Company are located at Terra Centre, 600 Fourth Street, P.O. Box 6000, Sioux City, Iowa 51102-6000.

        We are the beneficial owners of an aggregate of 6,986,048 common shares of the Company, representing approximately 7% of the issued and outstanding common shares of the Company. We intend to vote all of the common shares of the Company that we beneficially own at the Annual Meeting FOR the election of our Nominees and FOR the Company's proposal to ratify the selection by the Audit Committee of the firm of Deloitte & Touche LLP as the Company's independent registered public accounting firm for 2009.

        This proxy statement and the accompanying BLUE proxy card are first being sent or given on or about October 14, 2009 to all holders of common shares of the Company as of the record date.

        On January 15, 2009, we announced that we had made a proposal to the Company to acquire all of the outstanding common shares of the Company at a fixed exchange ratio of 0.4235 shares of CF Holdings common stock, par value $0.01 per share, for each common share of the Company. On March 9, 2009, we announced that we would be prepared to enter into a negotiated merger agreement with the Company that provides for an exchange ratio based on $27.50 for each common share of the Company, with an exchange ratio of not less than 0.4129 of a CF Holdings share and not more than 0.4539 of a CF Holdings share for each common share of the Company. On March 23, 2009, we announced that we would be prepared to enter into a negotiated merger agreement with the Company with an exchange ratio based on $30.50 for each common share of the Company, the exchange ratio to

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be not less than 0.4129 of a CF Holdings share and not more than 0.4539 of a CF Holdings share for each common share of the Company. On August 5, 2009, we announced that we would be prepared to enter into a negotiated merger agreement with the Company that provides for a fixed exchange ratio of 0.4650 shares of CF Holdings common stock for each common share of the Company, the return of a substantial amount of cash to the stockholders of the combined company and the issuance of "contingent future shares" to CF Holdings stockholders immediately prior to the closing of the transaction that would convert into shares of CF Holdings common stock under certain circumstances.

        On September 24, 2009, the Company announced plans for a special cash dividend of $7.50 per common share of the Company, an aggregate of approximately $750 million, which the Company expected to declare and pay in the fourth quarter of 2009.

        On September 28, 2009, we delivered to the Company a draft form of merger agreement setting forth the terms of our proposal for a business combination between CF Holdings and the Company. Under the terms of our proposal, upon the closing of the transaction, each outstanding common share of the Company would be converted into the right to receive 0.4650 of a share of CF Holdings common stock. If the Company declares the special dividend of $7.50 per common share of the Company that the Company announced on September 24, 2009, the exchange ratio would be appropriately adjusted based on trading prices of shares of CF Holdings common stock for an agreed period prior to the closing of the transaction. The Company would also have the option to cause CF Holdings to issue, in lieu of the common stock consideration, a combination of a fraction of a share of CF Holdings common stock and a fraction of a share of a new series of CF Holdings participating preferred stock, which is intended to be equivalent in value, in the aggregate, to 0.4650 of a share of CF Holdings common stock (or the applicable adjusted exchange ratio if the Company declares the special dividend); however, the Company's election of such option would only become effective if our stockholders do not approve the issuance of the CF Holdings shares in the transaction. Under the terms of this proposal, CF Holdings would issue contingent future shares to CF Holdings' stockholders immediately prior to the closing of the business combination that would convert into an aggregate of 5 million CF Holdings shares if for a specified period following the business combination CF Holdings shares trade at over $125 per share.

        We are soliciting your vote because we believe that the current directors of the Company are not acting in what we believe to be your best interests with respect to our proposal for a business combination with the Company. As set forth in more detail under the caption "Background and Reasons for the Solicitation—Reasons for Solicitation" below, we believe that a combination of CF Holdings' and the Company's businesses will create significant value for both CF Holdings' and the Company's stockholders. Under Maryland law, we are unable to complete the proposed business combination unless the transaction is approved by the Board. In an effort to obtain the approval of the Board, we have repeatedly expressed a desire to enter into negotiations with the Company regarding a business combination. We have also communicated to the Board that we are prepared to review any information it can provide that would justify a change in the terms of our proposal and are prepared to keep an open mind in that regard. The Board, however, has repeatedly rejected our proposal and has been unwilling to negotiate with us. In light of the significant benefits that we believe will result from the combination of CF Holdings' and the Company's businesses, we believe the Board's rejection of the proposed transaction and unwillingness to negotiate with us is not in your best interests.

        We nominated the Nominees and are sending you this proxy statement and accompanying BLUE proxy card to give you a means of showing your support for a business combination between CF Holdings and the Company. We believe that the election of the Nominees will demonstrate that the Company's stockholders support a business combination with us and want the Company to enter into negotiations with us. Because the proposed business combination between CF Holdings and the Company may only proceed with the approval of the Board, the election of our Nominees is also an important step toward a possible transaction because we anticipate that if the Nominees are elected,

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they would seek to maximize stockholder value and, in reviewing the proposed business combination transaction, would act in the best interests of the Company in accordance with their duties as directors. If elected, the Nominees could also take steps to try to persuade the other Board members to support and facilitate our proposal should the Nominees, as new directors, deem it appropriate in the exercise of their duties to the Company. In short, we believe the Nominees will do a better job of ensuring that your best interests are being served.

        WE ARE NOT ASKING YOU TO VOTE ON OR TO APPROVE OUR PROPOSAL FOR A BUSINESS COMBINATION WITH THE COMPANY AT THIS TIME. HOWEVER, A VOTE "FOR" EACH OF THE NOMINEES WILL SEND A CLEAR MESSAGE TO THE BOARD THAT IT SHOULD GIVE PROPER CONSIDERATION TO OUR PROPOSAL.

        This proxy statement does not constitute an offer to exchange, or a solicitation of an offer to exchange, common shares of the Company, nor is it a substitute for the prospectus/proxy statement CF Holdings would file with the U.S. Securities and Exchange Commission (the "SEC") regarding the proposed transaction if a negotiated transaction with the Company is reached or for any other document that CF Holdings may file with the SEC and send to CF Holdings or Company stockholders in connection with the proposed transaction. INVESTORS AND SECURITY HOLDERS ARE URGED TO READ ANY SUCH DOCUMENTS AND OTHER RELEVANT MATERIALS IF AND WHEN THEY BECOME AVAILABLE, BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION.

        This solicitation is being made by CF and not on behalf of the Board or the Company's management.

        WHETHER OR NOT YOU INTEND TO ATTEND THE ANNUAL MEETING, YOUR PROMPT ACTION IS IMPORTANT. MAKE YOUR VIEWS CLEAR TO THE BOARD BY AUTHORIZING A PROXY TO VOTE FOR EACH PROPOSAL BY FOLLOWING THE INSTRUCTIONS ON THE ENCLOSED BLUE PROXY CARD TODAY.

        YOUR VOTE IS IMPORTANT, NO MATTER HOW MANY OR HOW FEW SHARES YOU OWN.

IMPORTANT VOTING INFORMATION

        If your common shares of the Company are held in your own name, please authorize a proxy to vote by signing and returning the enclosed BLUE proxy card in the postage-paid envelope provided to you by us.

        If you hold your common shares of the Company in "street name" with a bank, brokerage firm, dealer, trust company or other nominee, only they can exercise your right to vote with respect to your shares and only upon receipt of your specific instructions. Accordingly, it is critical that you promptly give instructions to your bank, brokerage firm, dealer, trust company or other nominee to ensure that a BLUE proxy card is submitted on your behalf. Please follow the instructions to authorize a proxy to vote provided on the enclosed BLUE proxy card. If your bank, brokerage firm, dealer, trust company or other nominee provides for voting instructions to be delivered to them by Internet or telephone, instructions will be included on the enclosed BLUE proxy card. We urge you to confirm in writing your instructions to the person responsible for your account and to provide a copy of those instructions to us, care of Innisfree M&A Incorporated, at 501 Madison Avenue, 20th Floor, New York, New York 10022, so that we may be aware of all instructions given and can attempt to ensure that such instructions are followed.

        Do not return any WHITE proxy card you may receive from the Company or otherwise authorize a proxy to vote your shares for the Company's nominees. If you have already submitted a WHITE proxy card that may have been sent to you by the Company or otherwise authorized a proxy to vote your shares for the Company's nominees, it is not too late to change your vote. To revoke your prior

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proxy and change your vote, simply sign and return the enclosed BLUE proxy card in the postage-paid envelope provided to you by us. Only your latest dated proxy will be counted.

        Only the Company's stockholders of record on the close of business on October 9, 2009 are entitled to vote at the Annual Meeting. If you are a stockholder of record as of the record date, you will retain your right to vote, even if you sell your shares after the record date.

        If you have any questions or require any assistance in authorizing a proxy or voting your shares, please contact:

INNISFREE M&A INCORPORATED
501 Madison Avenue, 20^th Floor
New York, NY 10022

Stockholders May Call Toll Free: 877-456-3507
Banks and Brokers May Call Collect: 212-750-5833

Important Notice Regarding the Availability of CF's Proxy Materials
for the 2009 Annual Meeting of Stockholders of Terra Industries Inc. to be Held on
Friday, November 20, 2009.

The CF proxy statement is available at http://www.cfinvestors.com/2009CF-TerraProxy.

        Among other things, the CF proxy statement contains information regarding:

•

the date, time and location of the Annual Meeting;



•

a list of the matters being submitted to the Company stockholders; and



•

information concerning voting in person.

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QUESTIONS AND ANSWERS RELATING TO
THIS PROXY SOLICITATION

        The following are some of the questions you may have as a stockholder of the Company, as well as the answers to those questions. The following is not a substitute for the information contained in this proxy statement, and the information contained below is qualified in its entirety by the more detailed descriptions and explanations contained elsewhere in this proxy statement. We urge you to read this proxy statement carefully and in its entirety.

Who is making this solicitation?

        CF Holdings is the holding company for the operations of CF Industries, Inc., a Delaware corporation ("CF Industries"). CF Industries is a major producer and distributor of nitrogen and phosphate fertilizer products. CF Industries operates world-scale nitrogen fertilizer plants in Donaldsonville, Louisiana and Medicine Hat, Alberta, Canada; conducts phosphate mining and manufacturing operations in Central Florida; and distributes fertilizer products through a system of terminals, warehouses and associated transportation equipment located primarily in the midwestern United States. CF Holdings also owns a 50% interest in KEYTRADE AG, a global fertilizer trading organization headquartered near Zurich, Switzerland.

        CF Composite is a wholly-owned subsidiary of CF Industries.

        We are the beneficial owners of an aggregate of 6,986,048 common shares of the Company, representing approximately 7% of the issued and outstanding common shares of the Company.

        The solicitation for election of the Nominees and the ratification of the Audit Committee's selection of the Company's independent registered public accounting firm for 2009 at the Annual Meeting is being made by CF and certain other participants. For information regarding CF, please see the section entitled "Certain Information Regarding CF." For information regarding CF Industries and directors, executive officers and certain employees of CF and CF Industries who may assist in the solicitation of proxies, please see Annex A to this proxy statement.

What are we asking you to vote for?

        We are asking you to vote FOR the following actions on the BLUE proxy card at the Annual Meeting:

1.

the election of John N. Lilly, David A. Wilson and Irving B. Yoskowitz to serve as Class II directors on the Board until the 2012 annual meeting of stockholders of the Company and until their respective successors are duly elected and qualify; and



2.

the Company's proposal to ratify the selection by the Audit Committee of the firm of Deloitte & Touche LLP as the Company's independent registered public accounting firm for 2009.

        Please see the sections entitled "Proposal 1: Election of the Nominees" and "Proposal 2: Ratification of Selection of Independent Accountants" for a more complete description of these proposals.

Who are the Nominees?

        We are proposing that John N. Lilly, David A. Wilson and Irving B. Yoskowitz be elected as Class II directors of the Company to serve on the Board until the 2012 annual meeting of stockholders and until their respective successors are duly elected and qualify. The Board currently consists of eight directors who are divided into three classes, with the three members of Class II to be elected at the Annual Meeting.

        We believe the Nominees are highly qualified to serve as directors on the Board and are independent within the meaning of the listing standards of the New York Stock Exchange (the

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"NYSE") and the Corporate Governance Guidelines of the Company. None of the Nominees is affiliated with CF or any subsidiary of CF or has any relationship with CF (except for his agreement to serve as a Nominee, as described in this proxy statement under "Arrangements between CF Holdings and the Nominees" below).

        The principal occupation, business experience and certain other information with respect to each Nominee are set forth in this proxy statement under the section entitled "Proposal 1: Election of the Nominees," which we urge you to read.

Why are we soliciting your vote?

        On January 15, 2009, we announced that we had made a proposal to the Company to acquire all of the outstanding common shares of the Company at a fixed exchange ratio of 0.4235 shares of CF Holdings common stock, par value $0.01 per share, for each common share of the Company. On March 9, 2009, we announced that we would be prepared to enter into a negotiated merger agreement with the Company that provides for an exchange ratio based on $27.50 for each common share of the Company, with an exchange ratio of not less than 0.4129 of a CF Holdings share and not more than 0.4539 of a CF Holdings share for each common share of the Company. On March 23, 2009, we announced that we would be prepared to enter into a negotiated merger agreement with the Company with an exchange ratio based on $30.50 for each common share of the Company, the exchange ratio to be not less than 0.4129 of a CF Holdings share and not more than 0.4539 of a CF Holdings share for each common share of the Company. On August 5, 2009, we announced that we would be prepared to enter into a negotiated merger agreement with the Company that provides for a fixed exchange ratio of 0.4650 shares of CF Holdings common stock for each common share of the Company, the return of a substantial amount of cash to the stockholders of the combined company and the issuance of "contingent future shares" to CF Holdings stockholders immediately prior to the closing of the transaction that would convert into shares of CF Holdings common stock under certain circumstances.

        On September 24, 2009, the Company announced plans for a special cash dividend of $7.50 per common share of the Company, an aggregate of approximately $750 million, which the Company expected to declare and pay in the fourth quarter of 2009.

        On September 28, 2009, we delivered to the Company a draft form of merger agreement setting forth the terms of our proposal for a business combination between CF Holdings and the Company. Under the terms of our proposal, upon the closing of the transaction, each outstanding common share of the Company would be converted into the right to receive 0.4650 of a share of CF Holdings common stock. If the Company declares the special dividend of $7.50 per common share of the Company that the Company announced on September 24, 2009, the exchange ratio would be appropriately adjusted based on trading prices of shares of CF Holdings common stock for an agreed period prior to the closing of the transaction. The Company would also have the option to cause CF Holdings to issue, in lieu of the common stock consideration, a combination of a fraction of a share of CF Holdings common stock and a fraction of a share of a new series of CF Holdings participating preferred stock, which is intended to be equivalent in value, in the aggregate, to 0.4650 of a share of CF Holdings common stock (or the applicable adjusted exchange ratio if the Company declares the special dividend); however, the Company's election of such option would only become effective if our stockholders do not approve the issuance of the CF Holdings shares in the transaction. Under the terms of this proposal, CF Holdings would issue contingent future shares to CF Holdings' stockholders immediately prior to the closing of the business combination that would convert into an aggregate of 5 million CF Holdings shares if for a specified period following the business combination CF Holdings shares trade at over $125 per share.

        We are soliciting your vote because we believe that the current directors of the Company are not acting in what we believe to be your best interests with respect to our proposal for a business combination with the Company. As set forth in more detail under the caption "Background and

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Reasons for the Solicitation—Reasons for Solicitation" below, we believe that a combination of CF Holdings' and the Company's businesses will create significant value for both CF Holdings' and the Company's stockholders. Under Maryland law, we are unable to complete the proposed business combination unless the transaction is approved by the Board. In an effort to obtain the approval of the Board, we have repeatedly expressed a desire to enter into negotiations with the Company regarding a business combination. We have also communicated to the Board that we are prepared to review any information it can provide that would justify a change in the terms of our proposal and are prepared to keep an open mind in that regard. The Board, however, has repeatedly rejected our proposal and has been unwilling to negotiate with us. In light of the significant benefits that that we believe will result from the combination of CF Holdings' and the Company's businesses, we believe the Board's rejection of the proposed transaction and unwillingness to negotiate with us is not in your best interests.

        We nominated the Nominees and are sending you this proxy statement and accompanying BLUE proxy card to give you a means of showing your support for a business combination between CF Holdings and the Company. We believe that the election of the Nominees will demonstrate that the Company's stockholders support a business combination with us and want the Company to enter into negotiations with us. Because the proposed business combination between CF Holdings and the Company may only proceed with the approval of the Board, the election of our Nominees is also an important step toward a possible transaction because we anticipate that if the Nominees are elected, they would seek to maximize stockholder value and, in reviewing the proposed business combination transaction, would act in the best interests of the Company in accordance with their duties as directors. If elected, the Nominees could also take steps to try to persuade the other Board members to support and facilitate our proposal should the Nominees, as new directors, deem it appropriate in the exercise of their duties to the Company. In short, we believe the Nominees will do a better job of ensuring that your best interests are being served.

If I vote for the Nominees, am I agreeing to a business combination between the Company and CF Holdings?

        No. Although the election of our Nominees to the Board is an important step toward a potential business combination with CF Holdings, we are not asking the Company's stockholders to consent to or vote on a merger with CF Holdings at this time. Even if all three of our Nominees are elected at the Annual Meeting, they will still only constitute a minority of the Board (i.e., three out of eight directors). If necessary, we presently intend to nominate additional persons to be considered for election to the Board at the Company's 2010 annual meeting of stockholders and, if the Nominees are elected, to ultimately replace a majority of the Company's directors with nominees selected by us.

Who can vote at the Annual Meeting?

        According to publicly available information, the only securities eligible to be voted at the Annual Meeting are common shares of the Company. Only stockholders of record at the close of business on the record date, October 9, 2009, are entitled to vote at the Annual Meeting. Each common share represents one vote, and all shares vote together as a single class. If you are a stockholder of record as of the record date, you will retain your right to vote at the Annual Meeting, even if you sell your shares after the record date.

How many common shares of the Company must be voted in favor of the Nominees to elect them?

        Directors of the Company are elected by a plurality of all the votes cast at the Annual Meeting, assuming a quorum is present. For this purpose, "plurality" means that the individuals receiving the largest number of votes are elected as directors, up to the maximum number of directors to be elected. Accordingly, at the Annual Meeting, the three nominees who receive the greatest number of votes cast by the Company's stockholders represented in person or by proxy will be elected as directors.

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How many common shares of the Company must be voted in favor of the other proposal described in this proxy statement?

        Proposal 2, to ratify the selection by the Audit Committee of the Company's independent registered public accounting firm for 2009, and any other matter that comes before the Annual Meeting, require the approval of a majority of the votes cast at the Annual Meeting on the matter.

What should I do in order to vote for the Nominees and the other proposal?

        If your common shares of the Company are held of record in your own name, please authorize a proxy to vote by signing and returning the enclosed BLUE proxy card in the postage-paid envelope provided to you by us.

        If you hold your common shares of the Company in "street name" with a bank, brokerage firm, dealer, trust company or other nominee, only they can exercise your right to vote with respect to your shares and only upon receipt of your specific instructions. Accordingly, it is critical that you promptly give instructions to your bank, brokerage firm, dealer, trust company or other nominee to ensure that a BLUE proxy card is submitted on your behalf. Please follow the instructions to authorize a proxy to vote provided on the enclosed BLUE proxy card. If your bank, brokerage firm, dealer, trust company or other nominee provides for voting instructions to be delivered to them by Internet or telephone, instructions will be included on the enclosed BLUE proxy card. We urge you to confirm in writing your instructions to the person responsible for your account and provide a copy of those instructions to us, care of Innisfree M&A Incorporated, at 501 Madison Avenue, 20th Floor, New York, New York 10022, so that we may be aware of all instructions given and can attempt to ensure that such instructions are followed.

What is the deadline for submitting proxies?

        Proxies can be submitted until the polls are closed at the Annual Meeting. However, to be sure that we receive your proxy in time to utilize it, we request that you provide your proxy to us as early as possible.

Who is paying for the solicitation on behalf of CF?

        We will pay all costs of the solicitation of proxies on behalf of CF for the Annual Meeting, and we will not seek reimbursement of those costs from the Company.

Whom should I call if I have any questions about the solicitation?

        If you have any questions, or need assistance in voting your shares, please call our proxy solicitor, Innisfree M&A Incorporated, toll free at 877-456-3507. Banks and brokers and callers from other countries may call collect at 212-750-5833.

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BACKGROUND AND REASONS FOR THE SOLICITATION

Background of Solicitation

        Since the late 1990's, management and representatives of CF Holdings (and its predecessor, CF Industries, Inc.) and the Company have engaged in several series of discussions and meetings concerning a potential business combination between the two companies. None of these discussions led to entry into any definitive agreement for a business combination transaction.

        In late 2003, Mr. Michael L. Bennett, President and Chief Executive Officer of the Company, contacted Mr. Stephen R. Wilson, then President and Chief Executive Officer of CF Industries, Inc., to discuss a potential business combination between the Company and CF Industries, Inc. The parties then had multiple discussions regarding a possible transaction. On August 9, 2004, the Company announced it had reached a definitive agreement to acquire Mississippi Chemical Corporation for approximately $268 million. On that same day, Mr. Bennett also informed Mr. Wilson that the Company was postponing further discussions to focus its efforts on acquiring and integrating Mississippi Chemical Corporation.

        In August 2005, CF Holdings completed its initial public offering.

        In May 2007, Mr. Wilson, the Chairman, President and Chief Executive Officer of CF Holdings, contacted Mr. Bennett to discuss a potential business combination between CF Holdings and the Company. Over the course of the summer of 2007 and early fall 2007, Mr. Wilson and Mr. Bennett engaged in a number of discussions regarding a potential transaction. In September 2007, Mr. Bennett informed Mr. Wilson that the Company was not interested in pursuing further discussions. In November 2007, Mr. Wilson and David R. Harvey, CF Holdings' lead independent director, met with Mr. Bennett and Henry R. Slack, the Chairman of the Board. During this meeting, Mr. Bennett reiterated that the Company was not interested in pursuing further discussions regarding a possible business combination transaction.

        On the evening of January 15, 2009, Mr. Wilson met with Mr. Bennett and informed him that the CF Holdings board of directors had authorized him to make an offer for the Company of 0.4235 shares of CF Holdings common stock for each common share of the Company, subject to the negotiation of a definitive merger agreement, receipt of necessary approvals and limited confirmatory due diligence. At this meeting, Mr. Wilson delivered a letter containing CF Holdings' proposal to Mr. Bennett. The letter read as follows:

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        In considering whether to make an offer for a business combination between CF Holdings and the Company, the CF Holdings board of directors believed, based on the prior discussions between the parties, that further private negotiations would not likely lead to a definitive agreement within a reasonable period of time. For this reason, as well as our belief in the significance of the proposal to

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the Company's and CF Holdings' stockholders, we publicly released the terms of the proposal and the text of the above letter later in the evening of January 15, 2009.

        On January 16, 2009, the Company issued a press release confirming receipt of our proposal to acquire all of the outstanding common shares of the Company, indicating that the Board was considering and evaluating our proposal with its advisors and advised the Company's stockholders to take no action at that time pending the review by the Board.

        On the morning of January 28, 2009, Mr. Wilson received a telephone message from Mr. Bennett informing him that shortly he would be receiving a written response to our proposal and that the response would be released to the public. Mr. Bennett subsequently delivered a letter to Mr. Wilson explaining that the Board had declined to accept our proposal. The letter read as follows:

        On the evening of January 28, 2009, we issued a press release reiterating our commitment to our proposal to acquire all of the outstanding common shares of the Company.

        On or about February 2, 2009, Mr. Wilson telephoned Mr. Bennett to request a meeting between the two executives to discuss our proposal for a business combination with the Company.

        On February 3, 2009, we delivered a notice to the Company, in accordance with the Amended and Restated Bylaws of the Company (the "Bylaws"), nominating the Nominees for election as directors of the Company at the Annual Meeting. Also on February 3, 2009, we issued a press release in connection with this notice and announced our intention to commence an exchange offer for common shares of the Company. Later that day, the Company issued a press release in response to our announcement, acknowledging that we had nominated the Nominees and restating the Board's position with respect to our proposal.

        On February 9, 2009, Mr. Wilson and a representative of Morgan Stanley & Co. Incorporated ("Morgan Stanley") met with Mr. Bennett and an advisor to the Company to review the terms of our proposal for a business combination with the Company. During the meeting, Mr. Wilson also communicated to Mr. Bennett the information set forth below in the February 23, 2009 letter from Mr. Wilson to the Board, including our willingness to review any information that the Company believed justified a change in the terms of our proposal. The advisor to the Company informed

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Mr. Wilson that the Company had scheduled a meeting of the Board to be held during the week of February 16, 2009 and that we could expect to hear from the Company during that week.

        On February 18, 2009, an advisor to the Company contacted a representative of Morgan Stanley and informed him that the Company had a different view as to the Company's strategy. The advisor also did not communicate any willingness on the part of the Company to provide us with information.

        On February 23, 2009, Mr. Wilson sent a letter to the Board, which read as follows:

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        On February 23, 2009, we commenced an exchange offer for all of the outstanding common shares of the Company at a fixed exchange ratio of 0.4235 shares of CF Holdings common stock for each common share of the Company. Later that day, the Company issued a press release advising its stockholders to take no action with respect to our exchange offer.

        On the morning of February 25, 2009, the CF Holdings board of directors received a letter from Mr. Michael M. Wilson, President and Chief Executive Officer of Agrium Inc. ("Agrium"), containing a non-binding proposal by Agrium to acquire each share of outstanding capital stock of CF Holdings for one share of Agrium common stock and $31.70 in cash. Agrium stated that its proposal was conditioned on (i) CF Holdings terminating its bid for the Company, (ii) negotiation of a definitive merger agreement between Agrium and CF Holdings, (iii) receipt of the necessary CF Holdings board and stockholder approvals, (iv) receipt of necessary regulatory approvals, (v) the absence of any material adverse changes to CF Holdings or its business and the continued operation of CF Holdings in the ordinary course of business and (vi) the opportunity for Agrium to conduct limited confirmatory due diligence on CF Holdings. On that same morning, Agrium issued a press release containing its proposal to acquire CF Holdings and a copy of the text of the letter sent to CF Holdings.

        Later in the morning of February 25, 2009, we issued a press release announcing that the CF Holdings board of directors would evaluate Agrium's proposal carefully in the context of its strategic plans to create shareholder value, including our proposal for a business combination with the Company, and would make its determination regarding Agrium's proposal in due course.

        On March 5, 2009, the Company filed a Solicitation/Recommendation Statement on Schedule 14D-9 (the "Schedule 14D-9") with the SEC, reporting that the Board had unanimously determined to recommend that the Company's stockholders reject our exchange offer and not tender their Company common shares to us.

        On March 6, 2009, the CF Holdings board of directors held a meeting, together with management and representatives of its legal advisor, Skadden, Arps, Slate, Meagher & Flom LLP ("Skadden Arps"), and its financial advisors, Morgan Stanley and Rothschild Inc. ("Rothschild"), to review and analyze the Agrium proposal and related strategic and financial considerations, including the impact of the Agrium proposal on our proposed business combination with the Company. Following lengthy deliberations and a careful review of all aspects of the Agrium proposal with management and its legal and financial advisors, the CF Holdings board of directors concluded that the Agrium proposal was grossly inadequate, substantially undervalued CF Holdings and was not in the best interests of CF Holdings and its stockholders. In addition, the CF Holdings board of directors reaffirmed its intent to continue to pursue a business combination with the Company.

        On the morning of March 9, 2009, Mr. Wilson sent a letter to the board of directors of Agrium rejecting the Agrium proposal.

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        Also on the morning of March 9, 2009, Mr. Wilson sent a letter to the Board reaffirming CF Holdings' commitment to a business combination with the Company and addressing certain issues raised by the Company in its Schedule 14D-9. The letter read as follows:

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        In addition, on the morning of March 9, 2009, we issued a press release announcing the decision of the CF Holdings board of directors to reject the Agrium proposal and reiterating our commitment to our proposed business combination with the Company.

        On March 11, 2009, Mr. Wilson received a letter from Messrs. Bennett and Slack indicating that the Board had rejected our revised proposal as set forth in Mr. Wilson's letter to the Board dated March 9, 2009. The letter read as follows:

        On March 16, 2009, Agrium commenced an exchange offer for all of the outstanding shares of common stock of CF Holdings.

        On March 22, 2009, the CF Holdings board of directors held a meeting, together with management and representatives of its legal advisor, Skadden Arps, and its financial advisors, Morgan Stanley and Rothschild, to review and analyze Agrium's exchange offer, including the impact of the offer on our proposed business combination with the Company. Following thorough deliberations and a careful review of all aspects of Agrium's exchange offer with management and its legal and financial advisors, the CF Holdings board of directors concluded that the offer was grossly inadequate, substantially undervalued CF Holdings and was not in the best interests of CF Holdings and its stockholders. Accordingly, the CF Holdings board of directors determined to recommend that CF Holdings' stockholders reject Agrium's exchange offer and not tender their CF Holdings common stock in the offer. In addition, the CF Holdings board of directors reaffirmed its intent to continue to pursue a business combination with the Company.

        On the morning of March 23, 2009, we issued a press release and filed with the SEC a Solicitation/Recommendation Statement on Schedule 14D-9 containing the recommendation of the CF Holdings board of directors that CF Holdings stockholders reject the Agrium exchange offer and not tender their shares of CF Holdings common stock into the offer.

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        Also on the morning of March 23, 2009, Mr. Wilson sent a letter to the board of directors of the Company, which read as follows:

        Also on the morning of March 23, 2009, we issued a press release reiterating our commitment to the proposed business combination with the Company and containing the text of the above letter.

        On March 24, 2009, Mr. Wilson received a letter from Messrs. Bennett and Slack indicating that the Board had rejected our revised proposal as set forth in Mr. Wilson's letter to the Board dated March 23, 2009. The letter read as follows:

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        On March 27, 2009, Agrium revised the terms of its exchange offer for all outstanding shares of CF Holdings common stock by increasing the cash portion of the consideration from $31.70 to $35.00 per share of CF Holdings common stock.

        On March 29, 2009, we issued a press release announcing that the CF Holdings board of directors concluded that the revised Agrium exchange offer was grossly inadequate, substantially undervalued CF Holdings and was not in the best interests of CF Holdings and its stockholders.

        On April 14, 2009, the Company announced that on and effective April 13, 2009, the Board had amended the Bylaws in order to eliminate the requirement that the Company's annual meeting of stockholders be held during the period from April 15 to May 15 of each calendar year and to instead provide that the Company's annual meeting of stockholders be held on such day of each calendar year as shall be designated by the Board.

        On May 11, 2009, Agrium announced that it had revised the terms of its exchange offer for all outstanding shares of CF Holdings common stock by increasing the cash portion of the consideration from $35.00 to $40.00 per share of CF Holdings common stock.

        On May 14, 2009 and May 15, 2009, the CF Holdings board of directors held a meeting, together with management and representatives of its legal advisor, Skadden Arps, and its financial advisors, Morgan Stanley and Rothschild, to review and analyze the revised Agrium offer, including the impact of the offer on CF Holdings' proposed business combination with the Company. Following thorough deliberations and a careful review of all aspects of the offer with management and its legal and financial advisors, the CF Holdings board concluded that Agrium's revised offer continued to substantially undervalue CF Holdings and was not in the best interests of CF Holdings and its stockholders. Accordingly, the CF Holdings board continued to recommend that CF Holdings' stockholders reject the Agrium exchange offer and not tender their CF Holdings common stock in the Agrium exchange offer.

        On May 15, 2009, we issued a press release containing the recommendation of the CF Holdings board of directors that CF Holdings stockholders reject the revised Agrium exchange offer and not tender their shares of CF Holdings common stock into the offer.

        On June 19, 2009, we received a standard, unqualified "no action" letter from the Canadian Competition Bureau confirming that the Commissioner of Competition does not intend to challenge our proposed business combination with the Company.

        On August 3, 2009, the CF Holdings board of directors held a meeting, together with management and representatives of its legal advisor, Skadden Arps, and its financial advisors, Morgan Stanley and Rothschild, to discuss CF Holdings' proposed business combination with the Company. Following discussions, the CF Holdings board of directors reaffirmed its intent to continue to pursue a business combination with the Company and authorized Mr. Wilson to send a letter to the Board on the

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morning of August 5, 2009, outlining the terms under which CF Holdings would be prepared to enter into a definitive merger agreement with the Company. The letter read as follows:

        On the morning of August 5, 2009, we issued a press release reiterating our commitment to our proposed business combination with the Company and containing the text of the above letter and the term sheet referenced therein.

        Also on August 5, 2009, the Company issued a press release confirming receipt of Mr. Wilson's letter and stating that the Board would consider our latest proposal at a meeting to be held prior to the end of the month.

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        On August 6, 2009, we announced that the premerger waiting period applicable to our proposed business combination with the Company under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, expired at 11:59 p.m. on August 5, 2009.

        On August 12, 2009, we received a letter from the U.S. Federal Trade Commission stating that it had closed its investigation into our proposed business combination with the Company.

        On August 25, 2009, Mr. Wilson received a letter from Messrs. Bennett and Slack indicating that the Board had rejected our revised proposal as set forth in Mr. Wilson's letter to the Board dated August 5, 2009. The letter from the Company read as follows:

        On August 25, 2009, we issued a press release reiterating our commitment to our proposed business combination with the Company.

        On August 28, 2009, the CF Holdings board of directors held a meeting, together with management and representatives of its legal advisor, Skadden Arps, and its financial advisors, Morgan Stanley and Rothschild, to review the proposed business combination with the Company. Following discussions, the CF Holdings board of directors determined to allow the exchange offer to expire in accordance with its terms on August 31, 2009, as the exchange offer could not be consummated without the approval of the Board and the Board had repeatedly rejected our proposals for a business combination and had been unwilling to negotiate with us. The CF Holdings board of directors also authorized the commencement of litigation in Maryland to compel the Company to hold the Annual Meeting as soon as reasonably possible and give the stockholders of the Company the opportunity to show their support for our proposed business combination by voting for our Nominees at the Annual Meeting.

        On August 31, 2009, we filed a complaint in Maryland, the Company's state of incorporation, requesting that the court compel the Company to schedule the Annual Meeting immediately and hold the Annual Meeting as soon as reasonably possible.

        On August 31, 2009, our exchange offer expired at 5:00 p.m., Eastern time, without any shares being purchased thereunder.

        Later on August 31, 2009, the Company announced plans to hold the Annual Meeting on Thursday, November 19, 2009.

        On September 8, 2009, the Company announced that the Annual Meeting had been scheduled for November 20, 2009.

        On September 9, 2009, because the Company scheduled the Annual Meeting for a date that is more than 60 days after the anniversary date of the 2008 Annual Meeting of Stockholders of the

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Company, we resubmitted to the Company our nomination of the Nominees for election as directors of the Company at the Annual Meeting in accordance with the Bylaws.

        On September 10, 2009, the CF Holdings board of directors approved the purchase of common shares of the Company in order to further the proposed business combination. Between September 10, 2009 and September 25, 2009, CF Industries purchased 6,985,048 common shares of the Company, representing approximately 7% of the issued and outstanding common shares of the Company, in open market transactions for an aggregate purchase price of approximately $247 million.

        On September 24, 2009, the Company announced plans for a special cash dividend of $7.50 per common share of the Company, an aggregate of approximately $750 million, which the Company expected to declare and pay in the fourth quarter of 2009.

        On September 26, 2009, the CF Holdings board of directors held a meeting, together with management and representatives of its legal advisor, Skadden Arps, and its financial advisors, Morgan Stanley and Rothschild, to discuss the plans announced by the Company on September 24, 2009 and CF Holdings' proposed business combination with the Company. Following discussions, the CF Holdings board of directors authorized sending a draft form of merger agreement to the Company containing the terms of the proposed business combination described below.

        On September 28, 2009, we delivered to the Company a proposed draft form of merger agreement setting forth the terms of our proposal for a business combination between CF Holdings and the Company. Under the terms of our proposal, upon the closing of the transaction, each outstanding common share of the Company would be converted into the right to receive 0.4650 of a share of CF Holdings common stock. If the Company declares the special dividend of $7.50 per common share of the Company that the Company announced on September 24, 2009, the exchange ratio would be appropriately adjusted based on trading prices of shares of CF Holdings common stock for an agreed period prior to the closing of the transaction. The Company would also have the option to cause CF Holdings to issue, in lieu of the common stock consideration, a combination of a fraction of a share of CF Holdings common stock and a fraction of a share of a new series of CF Holdings participating preferred stock, which is intended to be equivalent in value, in the aggregate, to 0.4650 of a share of CF Holdings common stock (or the applicable adjusted exchange ratio if the Company declares the special dividend); however, the Company's election of such option would only become effective if our stockholders do not approve the issuance of the CF Holdings shares in the transaction. Under the terms of this proposal, CF Holdings would issue contingent future shares to CF Holdings' stockholders immediately prior to the closing of the business combination that would convert into an aggregate of 5 million CF Holdings shares if for a specified period following the business combination CF Holdings shares trade at over $125 per share. In addition to the conditions set forth in the draft merger agreement, the proposed business combination is subject to approval by the Board and CF Holdings' satisfactory completion of confirmatory due diligence on the Company and its subsidiaries.

        Also on September 28, 2009, we filed a Schedule 13D with the SEC in connection with the purchase by CF Industries of more than 5% of the outstanding common shares of the Company.

        On October 1, 2009, the Company issued a press release indicating that the Board had rejected our revised proposal as set forth in the draft form of merger agreement we delivered to the Company on September 28, 2009.

Reasons for Solicitation

        We are soliciting your vote because we believe that the current directors of the Company are not acting in what we believe to be your best interests with respect to our proposal for a business combination with the Company. We believe that the combination of CF Holdings' and the Company's businesses will create significant value for both CF Holdings' and the Company's stockholders. We believe the combination of CF Holdings and the Company is a compelling combination with a number of strategic benefits, including the following:

•

Global Leader in Nitrogen Fertilizers—The combined company will be a leading global producer of nitrogen fertilizers, as measured by capacity, among publicly traded companies. The combined company will be a stronger, more competitive player in the global nitrogen fertilizer industry.

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•

Synergies—We expect the transaction to generate between $105 and $135 million in annual operational (or cost) synergies by combining overlapping corporate functions and optimizing transportation and distribution systems, and through greater economies of scale in procurement and purchasing. We expect the combined company to realize these synergies within two years after the closing of the transaction. We also expect the combined company to benefit from a one-time $30 million-to-$60 million release of cash due to inventory reduction. We believe that realization of these synergies combined with improved financial strength will enhance the combined company's ability to safeguard operating jobs.



•

Improved Financial Strength—The combined company will have a strong financial platform, with a pro forma market capitalization of approximately $7.8 billion (as of September 30, 2009), a strong, flexible balance sheet, featuring a substantial cash balance and relatively little indebtedness. The combined company will have increased trading liquidity on the NYSE and improved access to the capital markets. We believe these factors will provide the combined company with greater financial resources and flexibility to pursue future growth opportunities and an enhanced ability to weather difficult industry and capital market conditions than either CF Holdings or the Company would have alone.



•

Attractive Diversification—The combined company and its stockholders will benefit from increased diversification in plant and distribution facility locations, product mix, and end use customer segments and increased exposure to the global market. CF Holdings provides access to an extensive in-market distribution network, one of the largest integrated ammonium phosphate complexes in the U.S. (with approximately 13 years of fully-permitted recoverable phosphate reserves remaining at current operating rates), an ammonia/urea complex under development in Peru, and the ability to import or export products efficiently through our 50% interest in KEYTRADE AG, a global fertilizer trading company headquartered near Zurich, Switzerland. The Company provides participation in an ammonia complex in Trinidad, a joint venture in the U.K. and a greater number of production facilities in North America. Additionally, the Company provides a position in ammonium nitrate and an increased position in serving industrial/environmental customers.



•

Complementary Businesses—CF Holdings' and the Company's complementary footprints will give the combined company increased geographic reach in the U.S. In addition, CF Holdings' and the Company's complementary businesses and locations will allow the combined company to improve efficiency in manufacturing and distribution and enhance customer service.



•

Value Creation Potential for All Stockholders—The all-stock nature of our proposal will allow stockholders of both the Company and CF Holdings to participate ratably in the growth and long-term value creation potential of the combined company, including the significant expected synergies. The exchange ratio of 0.4650 shares of CF Holdings common stock for each common share of the Company provided in our proposal represents a premium of 35% to the exchange ratio based on the closing price of shares of CF Holdings and the Company's common stock just prior to the public announcement of our proposal for a business combination with the Company on January 15, 2009 and a 38% premium based on the one year average exchange ratio prior to our original proposal. If the Company declares the special cash dividend of $7.50 per share announced on September 24, 2009, the exchange ratio will be appropriately adjusted, and the stockholders of the Company will receive a significant cash payment through the special dividend while retaining a significant ownership stake in the combined company following the consummation of the transaction. We expect the transaction, giving effect to the realization of synergies, to be accretive to CF Holdings stockholders in the second year following the closing of the transaction.

        Under Maryland law, we are unable to complete the proposed business combination unless the transaction is approved by the Board. In an effort to obtain the approval of the Board, we have repeatedly expressed a desire to enter into negotiations with the Company regarding a business combination. We have also communicated to the Board that we are prepared to review any information it can provide that would justify a change in the terms of our proposal and are prepared to keep an

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open mind in that regard. The Board, however, has repeatedly rejected our proposal and has been unwilling to negotiate with us. In light of the significant benefits that we believe will result from the combination of CF Holdings' and the Company's businesses, we believe the Board's rejection of the proposed transaction and unwillingness to negotiate with us is not in your best interests.

        We nominated the Nominees and are sending you this proxy statement and accompanying BLUE proxy card to give you a means of showing your support for a business combination between CF Holdings and the Company. We believe that the election of the Nominees will demonstrate that the Company's stockholders support a business combination with us and want the Company to enter into negotiations with us. Because the proposed business combination between CF Holdings and the Company may only proceed with the approval of the Board, the election of our Nominees is also an important step toward a possible transaction because we anticipate that if the Nominees are elected, they would seek to maximize stockholder value and, in reviewing the proposed business combination transaction, would act in the best interests of the Company in accordance with their duties as directors. If elected, the Nominees could also take steps to try to persuade the other Board members to support and facilitate our proposal should the Nominees, as new directors, deem it appropriate in the exercise of their duties to the Company. In short, we believe the Nominees will do a better job of ensuring that your best interests are being served.

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PROPOSAL 1: ELECTION OF THE NOMINEES

        We propose that the Company's stockholders elect John N. Lilly, David A. Wilson and Irving B. Yoskowitz as Class II directors of the Company at the Annual Meeting. According to publicly available information, the Board currently consists of eight directors who are divided into three classes, with each class to be elected for a three-year term on a staggered basis. The three members of Class II are up for election at the Annual Meeting. If the three Nominees are elected to the Board, they will replace the incumbent Class II directors: Martha O. Hesse, Henry R. Slack and Dennis McGlone. The Company has nominated each of Ms. Hesse and Messrs. Slack and McGlone for election at the Annual Meeting to a new three-year term.

        The Nominees, if elected at the Annual Meeting, would hold office until the 2012 annual meeting of stockholders of the Company and until their respective successors have been duly elected and qualify. Each of the Nominees has consented to being named as a nominee in this proxy statement and, if elected, to serving as a director of the Company.

        We believe the Nominees are highly qualified to serve as directors on the Board and are independent within the meaning of the listing standards of the NYSE and the Corporate Governance Guidelines of the Company. In addition, we believe that the Nominees are independent under the heightened independence standards applicable to audit committee members under the rules of the NYSE and the SEC. None of the Nominees is affiliated with CF or any subsidiary of CF or has any relationship with CF (except for his agreement to serve as a Nominee, as described in this proxy statement under "Arrangements between CF Holdings and the Nominees" below).

        In addition, each of the Nominees understands that, if elected as a director of the Company, each Nominee would have an obligation to act in the best interests of the Company in accordance with his duties as a director. The only commitment given to us by the Nominees with respect to their service on the Board, if elected, and the only such commitment we have sought from the Nominees, is each Nominee's acknowledgement that his activities and decisions as a director of the Company, if elected, will be governed by applicable law and be subject to his duties to the Company. Each of the Nominees has specifically acknowledged that there is not, and cannot be, any agreement between any of them and CF regarding the decisions that they will make as a director of the Company. Accordingly, we expect that the Nominees will exercise their independent judgment in all matters before the Board in accordance with their duties to the Company.

        We are not seeking control of the Board at the Annual Meeting, and there can be no assurance that, if the Nominees are elected, they would take any action to cause the Board to approve a business combination with us. The Nominees, if elected, will serve with the Company's other five directors and thus will not constitute a majority of the Board.

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Information Regarding the Nominees

        The Nominees have furnished the following information regarding their principal occupations, business experience and certain other matters.

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Arrangements between CF Holdings and the Nominees

        Each Nominee has entered into a letter agreement with CF Holdings agreeing to stand for election as a Nominee in our proxy solicitation relating to the Annual Meeting (the "Proxy Solicitation") and, if elected, to serve as a director of the Company for a three-year term and until his successor is duly elected and qualifies (in each case, a "Nomination Agreement"). In consideration of this agreement, whether or not a Nominee is elected to the Board, CF Holdings will pay each Nominee a one-time fee of up to $50,000 in cash, payable in two installments as follows: (i) $25,000 upon submission of the name of the Nominee to the Company by delivery of written notice, which fee was paid by CF Holdings on or about February 4, 2009, and (ii) $25,000 upon the earlier of (A) the mailing to the Company's stockholders of this proxy statement in definitive form in connection with the Proxy Solicitation; or (B) the Nominee having to spend any substantial period of time (as reasonably determined by CF Holdings) in connection with serving as a Nominee as described in the Nomination Agreement (collectively, the "Fee"). The second installment of the Fee is reimbursable to CF Holdings if a Nominee voluntarily withdraws from serving as a nominee or otherwise refuses to serve as a

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director of the Company if elected to be a director. CF Holdings has also agreed to reimburse each Nominee for his reasonable and documented out-of-pocket expenses incurred by such Nominee in connection with serving as a Nominee in the Proxy Solicitation (including travel expenses, if any, and the reasonable legal fees and expenses of counsel).

        Each Nomination Agreement contains an acknowledgement by CF Holdings and the Nominee subject thereto that, should such Nominee be elected to the Board, all of such Nominee's activities and decisions as a director of the Company will be governed by applicable law and subject to his duties to the Company and, as a result, there is not, and cannot be, any agreement between such Nominee and CF Holdings that governs the decisions that such Nominee will make as a director of the Company.

        In consideration of the Nominees' respective undertakings in each Nomination Agreement, CF Holdings has agreed to indemnify and hold each Nominee harmless from any and all liabilities, losses, claims, damages, suits, actions, judgments and reasonable costs and expenses actually incurred (including reasonable attorneys' fees and expenses and costs and expenses) resulting from, based upon, arising out of or relating to (i) serving as a Nominee; (ii) being a participant in connection with the Proxy Solicitation; (iii) being otherwise involved in the Proxy Solicitation as a Nominee; or (iv) serving as a director of the Company, but (x) such indemnification pursuant to this item (iv) will be extended only to the extent that the Company has declined or failed to indemnify a Nominee, or to provide such Nominee with liability insurance coverage, to the same extent as other directors of the Company and (y) the indemnification pursuant to this item (iv) will (1) be limited to those matters as to which the Company could provide indemnification to such Nominee as a director under applicable law and (2) terminate with respect to occurrences taking place after the earlier of (A) the date that the Company offers to enter into an indemnification agreement with such Nominee on substantially the same terms as those made available to the Company's other directors and (B) the expiration of such Nominee's initial term as a director of the Company; provided, however, that CF Holdings will not be liable in any such case to the extent that any such losses incurred by a Nominee are found in a final judgment by a court, not subject to further appeal, to have arisen out of any false or misleading written information supplied by such Nominee for inclusion in any filings made with any federal or state governmental agency, including the Proxy Solicitation materials, or to have resulted from bad faith, willful misconduct or gross negligence on such Nominee's part.

Compensation of the Company's Directors

        If elected to the Board, the Nominees will not receive any form of compensation, and will receive indemnification only to the extent and upon the limited conditions described above, from us for their service as directors of the Company. They will, however, receive whatever compensation the Board has established for non-employee directors of the Company unless and until the Board determines to change such compensation. The following discussion summarizes the Company's compensation and indemnification of directors based solely on the Company's Definitive Proxy Statement on Schedule 14A, filed with the SEC on October 13, 2009.

        Under the Company's director compensation policy, in 2008, the Chairman of the Board received an annual cash retainer of $100,000 (paid quarterly). The other non-employee directors of the Company each received an annual retainer of $27,500 (paid quarterly) and meeting fees of $1,250 per meeting attended, including committee meetings. The Chairman of the Audit Committee received an additional annual cash retainer of $10,000 (paid quarterly) and the Chairman of the Nominating and Corporate Governance Committee and the Chairman of the Compensation Committee, each received an additional annual cash retainer of $4,000 (paid quarterly), in each case for serving as committee chairs. The Company reimburses all directors for reasonable travel and other necessary business expenses incurred in the performance of their services for the Company. Non-employee directors do not receive any additional payments or perquisites.

        Each director who is not an employee of the Company is also provided each year with equity grants of fully vested common shares of the Company. The number of shares awarded is determined by reference to a fixed dollar amount divided by the share price of Company common shares for the previous twenty trading days immediately preceding the date of grant, rounded up to the next whole

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share. The dollar value used in the numerator is $150,000 for all non-employee directors except for the Chairman of the Board, in which case the numerator is $225,000. Each newly elected outside director will receive, simultaneously with his or her election to the Board, an initial grant of common shares of the Company that is equivalent to the annual equity grant described above.

        In addition to the above, the Company's Charter and Bylaws provide indemnification for its present or former officers and directors to the maximum extent permitted by law. In general, the Company will pay the costs of legal defense, settlements or judgments on behalf of an officer or director relating to actions taken in the course of employment or service with the Company, as long as such actions meet applicable standards. The Company has entered into Indemnity Agreements with the executive officers and directors, including the named executive officers. The agreements provide the maximum indemnity available under Maryland General Corporation Law, which is substantially the same as that provided under the Company's Charter and Bylaws, and provide for certain procedural requirements in order to obtain indemnification, the timing of required determinations, indemnification payments, advancement of expenses and the rights of officers and directors in the event that the Company fails to provide indemnification or to advance expenses.

Interests of the Nominees

        We expect that each of the Nominees, if elected, will be (i) entitled to receive compensation customarily paid by the Company to its non-employee directors; (ii) indemnified for service as a director of the Company to the same extent indemnification is provided to the current directors of the Company; and (iii) covered by the Company's director and officer liability insurance.

        Other than as described in this proxy statement, none of the Nominees has a substantial interest, direct or indirect, by security holdings or otherwise, in any matter to be acted upon at the Annual Meeting.

        The Nominees have furnished additional information located on Annex A to this proxy statement.

WE STRONGLY URGE YOU TO VOTE "FOR" AND TO USE THE BLUE PROXY CARD TO AUTHORIZE A PROXY TO VOTE "FOR" THE ELECTION OF JOHN N. LILLY, DAVID A. WILSON AND IRVING B. YOSKOWITZ TO SERVE AS CLASS II DIRECTORS ON THE BOARD.

        Do not return any WHITE proxy card you may receive from the Company or otherwise authorize a proxy to vote your shares for the Company's nominees. If you have already submitted a WHITE proxy card that may have been sent to you by the Company or otherwise authorized a proxy to vote your shares for the Company's nominees, it is not too late to change your vote. To revoke your prior proxy and change your vote, simply sign and return the enclosed BLUE proxy card in the postage-paid envelope provided to you by us. Only your latest dated proxy will be counted.

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PROPOSAL 2: RATIFICATION OF SELECTION OF
INDEPENDENT ACCOUNTANTS

        The Company has proposed that its stockholders ratify the Audit Committee's selection of Deloitte & Touche LLP as the Company's independent registered public accounting firm for 2009. We do not object to the ratification of the Audit Committee's selection of Deloitte & Touche LLP and recommend that you vote "FOR" this proposal. Additional information regarding this proposal is contained in the Company's Definitive Proxy Statement on Schedule 14A, filed with the SEC on October 13, 2009.

OTHER MATTERS

        We do not know of any other matters to be presented for approval by the Company's stockholders at the Annual Meeting. If, however, other matters are properly presented, the persons named in the enclosed BLUE proxy card will vote the common shares of the Company represented thereby in accordance with their discretion pursuant to the authority granted in the proxy.

        We are the beneficial owners of an aggregate of 6,986,048 common shares of the Company, representing approximately 7% of the issued and outstanding common shares of the Company. We intend to vote all of the common shares of the Company that we beneficially own at the Annual Meeting FOR the election of our Nominees and FOR the Company's proposal to ratify the selection by the Audit Committee of the firm of Deloitte & Touche LLP as the Company's independent registered public accounting firm for 2009.

VOTING AND PROXY PROCEDURES

Securities Entitled to Vote

        According to publicly available information, the only securities eligible to be voted at the Annual Meeting are common shares of the Company. Only stockholders at the close of business on the record date, October 9, 2009, are entitled to vote. Each common share represents one vote, and all shares vote together as a single class. If you are a stockholder of record as of the record date, you will retain your right to vote, even if you sell your shares after the record date. According to the Company's Definitive Proxy Statement on Schedule 14A, filed with the SEC on October 13, 2009, there were 99,825,840 common shares issued and outstanding as of the record date and entitled to vote at the Annual Meeting.

Quorum; Vote Required

        The quorum and voting requirements set forth below are based on current Article II, Sections 2.05 and 2.07, of the Bylaws.

        The presence in person or by proxy of stockholders entitled to cast a majority of all the votes entitled to be cast at the Annual Meeting constitutes a quorum. Stockholders are entitled to one vote per common share.

        A majority of all the votes cast at the Annual Meeting at which a quorum is present is sufficient to approve any matter which properly comes before the meeting, except as otherwise provided by law or by the Company's charter, and except that a plurality of all the votes cast at the Annual Meeting at which a quorum is present is sufficient to elect a director.

        In the election of directors, every stockholder has the right to vote each common share of the Company owned by such stockholder on the record date for as many persons as there are directors to be elected and for whose election the share is entitled to vote. Cumulative voting is not permitted. To be elected, a director-nominee must receive a plurality of the votes cast at the Annual Meeting on the

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matter. Accordingly, the three nominees who receive the greatest number of votes cast by the Company's stockholders represented in person or by proxy at the Annual Meeting will be elected as directors. Abstentions, votes withheld and broker non-votes will not be counted as votes cast for such purpose and therefore will have no effect on the results of the election of directors.

        Proposal 2, to ratify the selection by the Audit Committee of the Company's independent registered public accounting firm for 2009, and any other matter that properly comes before the Annual Meeting, require the approval of a majority of the votes cast at the Annual Meeting on the matter. Abstentions and broker non-votes will not be counted as votes cast for such purposes and therefore will have no effect on the results of the vote on Proposal 2 or any such other matters.

Voting by Proxy

        Please authorize a proxy to vote by signing and returning the enclosed BLUE proxy card in the postage-paid envelope provided to you by us.

        If you return a signed BLUE proxy card without providing voting instructions, your common shares of the Company will be voted: (1) FOR the election of each of the Nominees as a Class II director; and (2) FOR the Company's proposal to ratify the Audit Committee's selection of Deloitte & Touche LLP as the Company's independent registered public accounting firm for 2009.

        We do not know of any other matters to be presented for approval by the Company's stockholders at the Annual Meeting. If, however, other matters are properly presented, the persons named as proxies in the enclosed BLUE proxy card will vote the shares represented thereby in accordance with their discretion pursuant to the authority granted in the proxy.

        Your vote is very important. If you do not plan to attend the Annual Meeting, we encourage you to read this proxy statement and sign and return your completed BLUE proxy card prior to the Annual Meeting so that your shares will be represented and voted in accordance with your instructions. Even if you plan to attend the Annual Meeting in person, we recommend that you authorize a proxy to vote your shares in advance as described above so that your vote will be counted if you later decide not to attend the Annual Meeting.

Revocation of Proxies

        You may revoke your proxy at any time prior to its exercise by attending the Annual Meeting and voting in person, by mailing a validly executed, later dated proxy card or by submitting a written notice of revocation to either (A) CF Industries Holdings, Inc., care of Innisfree M&A Incorporated, 501 Madison Street, 20th Floor, New York, NY 10022, or (B) the Company's Vice President, General Counsel and Corporate Secretary at the principal executive offices of the Company at Terra Centre, 600 Fourth Street, P.O. Box 6000, Sioux City, IA 51102-6000. Attending the Annual Meeting alone without taking one of the actions above will not revoke your proxy. A revocation may be in any written form validly signed by the record holder or an authorized agent of the record holder as long as it clearly states that the proxy previously given is no longer effective. Stockholders who hold their shares in "street name" with a bank, brokerage firm, dealer, trust company or other nominee will need to notify the person responsible for their account to revoke or withdraw previously given instructions. Unless revoked in the manner set forth above and subject to the foregoing, duly authorized proxies in the form enclosed will be voted at the Annual Meeting in accordance with your instructions. We request that a copy of any revocation sent to the Company or any revocation notification sent to the person responsible for a bank or brokerage account also be sent to us, care of Innisfree M&A Incorporated, at the address listed above, so that we may be aware of any revocation of a proxy.

        Do not return any WHITE proxy card you may receive from the Company or otherwise authorize a proxy to vote your shares for the Company's nominees. If you have already submitted a WHITE

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proxy card that may have been sent to you by the Company or otherwise authorized a proxy to vote your shares for the Company's nominees, it is not too late to change your vote. To revoke your prior proxy and change your vote, simply sign and return the enclosed BLUE proxy card in the postage-paid envelope provided to you by us. Only your latest dated proxy will be counted.

        By submitting your proxy to vote to us by executing the enclosed BLUE proxy card, you are revoking all prior proxies you have previously given with respect to the Annual Meeting.

Attending the Annual Meeting

        You are entitled to attend the Annual Meeting only if you are a stockholder of record or a beneficial owner as of the close of business on the record date, October 9, 2009, or if you hold a valid proxy for the Annual Meeting.

        If you hold your common shares of the Company in "street name" with a bank, brokerage firm, dealer, trust company or other nominee, then your name will not appear in the Company's register of stockholders. Those shares are held in your nominee's name, on your behalf, and your nominee will be entitled to vote your shares. In order for you to attend the Annual Meeting, you must bring a letter or account statement showing that you beneficially own the shares held by the nominee, as well as proper photo identification. Note that even if you attend the Annual Meeting, you cannot vote the shares that are held by your nominee unless you have a proxy from your nominee. Rather, you should promptly give instructions to your bank, brokerage firm, dealer, trust company or other nominee to ensure that a BLUE proxy card is submitted on your behalf.

NO APPRAISAL OR DISSENTER'S RIGHTS

        Stockholders of the Company will not have rights of appraisal or similar dissenter's rights with respect to any of the matters identified in this proxy statement to be acted upon at the Annual Meeting.

SOLICITATION OF PROXIES

        Proxies may be solicited by mail, telephone, facsimile, telegraph, the Internet, e-mail, newspapers and other publications of general distribution and in person. We have retained Innisfree M&A Incorporated ("Innisfree") for solicitation and advisory services in connection with solicitations relating to the Annual Meeting, for which Innisfree is anticipated to receive a fee of up to approximately $500,000. Up to 125 people may be employed by Innisfree in connection with the proxy solicitation. Innisfree also served as information agent in connection with our exchange offer for the common shares of the Company and is providing us with advisory services in connection with Agrium's proposal to acquire us. Innisfree is receiving a customary monthly retainer for its advisory and information agent services. We have also agreed to reimburse Innisfree for out-of-pocket expenses and to indemnify Innisfree against certain liabilities and expenses, including legal fees and related charges.

        Arrangements will also be made with custodians, nominees and fiduciaries for forwarding proxy solicitation materials to beneficial owners of common shares of the Company held as of the record date of the Annual Meeting. We will reimburse such custodians, nominees and fiduciaries for reasonable expenses incurred in connection therewith. In addition, directors, executive officers and certain other employees of CF Holdings may solicit proxies as part of their duties in the normal course of their employment without any additional compensation.

        The entire expense of soliciting proxies for the Annual Meeting by us or on our behalf is being borne by us and we will not seek reimbursement of those costs from the Company. The total expenditures incurred by us to date in connection with this solicitation are approximately $200,000. We anticipate that the total expenses we will incur in furtherance of, or in connection with, the proxy

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solicitation will be approximately $1.8 million. The actual amount could be higher or lower depending on the facts and circumstances arising in connection with any such solicitation.

        Morgan Stanley and Rothschild are acting as our financial advisors in connection with the proposed business combination between the Company and us and in connection with Agrium's proposal to acquire us, for which services Morgan Stanley and Rothschild will receive customary compensation. We also have agreed to reimburse Morgan Stanley and Rothschild for reasonable expenses (including reasonable fees and disbursements of counsel) incurred in connection with their engagement, and to indemnify Morgan Stanley and Rothschild, any controlling person of Morgan Stanley or Rothschild, as the case may be, and each of their respective directors, officers, employees, agents and affiliates against specified liabilities.

        Morgan Stanley is a global financial services firm engaged in the securities, investment management and individual wealth management businesses. Its securities business is engaged in securities underwriting, trading and brokerage activities, foreign exchange, commodities and derivatives trading, prime brokerage, as well as providing investment banking, financing and financial advisory services. Morgan Stanley, its affiliates, directors and officers may at any time invest on a principal basis or manage funds that invest, hold long or short positions, finance positions, and may trade or otherwise structure and effect transactions, for their own account or the accounts of their customers, in debt or equity securities or loans of CF Holdings, the Company or any other company, or any currency or commodity, that may be involved in the proposed acquisition of the Company, or any related derivative instrument.

        Rothschild is a member of the Rothschild Group, a global investment banking firm involved in a wide range of financial advisory, investment banking and debt advisory businesses including advice with respect to mergers and acquisitions, restructurings, bankruptcies, private placements of debt and equity and other activities relating to private banking and private trust. In the ordinary course of Rothschild's financial advisory activities, Rothschild or its affiliates may hold positions for its own account or the accounts of its clients in equity, debt or other securities of CF Holdings or any other company that may be involved in the transaction.

        Neither Morgan Stanley nor Rothschild admits that it, any controlling person of Morgan Stanley or Rothschild, as the case may be, or any of their respective directors, officers, employees, agents or affiliates is a "participant," as defined in Schedule 14A promulgated under the Exchange Act, in the solicitation of proxies for the Annual Meeting, or that Schedule 14A requires the disclosure of certain information concerning them. None of Morgan Stanley, Rothschild or any of the foregoing persons will receive any fee for, or in connection with, any solicitation activities in addition to the fees each of Morgan Stanley and Rothschild is otherwise entitled to receive under its engagement as financial advisor to us.

CERTAIN INFORMATION REGARDING CF

        CF Holdings is a corporation incorporated under the laws of the State of Delaware. CF Holdings, headquartered in Deerfield, Illinois, is the holding company for the operations of CF Industries. CF Industries is a major producer and distributor of nitrogen and phosphate fertilizer products. CF Industries operates world-scale nitrogen fertilizer plants in Donaldsonville, Louisiana and Medicine Hat, Alberta, Canada; conducts phosphate mining and manufacturing operations in Central Florida; and distributes fertilizer products through a system of terminals, warehouses and associated transportation equipment located primarily in the midwestern United States. CF Holdings also owns a 50% interest in KEYTRADE AG, a global fertilizer trading organization headquartered near Zurich, Switzerland. The principal offices of CF Holdings and CF Industries are located at 4 Parkway North, Suite 400, Deerfield, Illinois 60015-2590, and their telephone number is (847) 405-2400.

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        CF Composite is a New York corporation and a direct, wholly-owned subsidiary of CF Industries, which in turn is a direct, wholly-owned subsidiary of CF Holdings. CF Composite has not carried on any activities other than in connection with the purchase of 1,000 common shares of the Company as described in this proxy statement. The principal offices of CF Composite are located at 4 Parkway North, Suite 400, Deerfield, Illinois 60015-2590, and its telephone number is (847) 405-2400.

        Additional information regarding CF is set forth on Annex A to this proxy statement.

CERTAIN LITIGATION

        On August 31, 2009, CF Composite filed a complaint in the Circuit Court for Baltimore City, captioned CF Composite, Inc. v. Terra Industries Inc., naming the Company as defendant. The complaint seeks an order from the court compelling the Company to schedule the Annual Meeting immediately and hold the Annual Meeting as soon as reasonably possible. After CF Composite filed the complaint, the Company announced plans to hold the Annual Meeting on November 19, 2009. On September 8, 2009, the Company announced that it plans to hold the Annual Meeting on November 20, 2009.

STOCKHOLDER PROPOSALS FOR THE 2010 ANNUAL MEETING

        According to the Company's Definitive Proxy Statement on Schedule 14A, filed with the SEC on October 13, 2009, stockholder proposals intended for submission at the 2010 Annual Meeting of Stockholders of the Company (the "2010 Annual Meeting") must be received by the Company at its principal executive offices on or before June 15, 2010 to be eligible for inclusion in the Company's proxy statement and accompanying proxy for such meeting, unless the date of the 2010 Annual Meeting is changed by more than 30 days from November 20, 2010, in which case the proposal must be received a reasonable time before the Company begins to print and send its proxy materials for the 2010 Annual Meeting.

        If a stockholder of the Company intends to bring a matter before the 2010 Annual Meeting other than by submitting a proposal for inclusion in the proxy statement for such meeting, the stockholder must give timely notice to the Company and otherwise satisfy the requirements of the Exchange Act. To be timely, such notice must be received by the Company's Corporate Secretary at the Company's principal executive offices not earlier than the close of business on July 23, 2010 and not later than the close of business on August 22, 2010, unless the 2010 Annual Meeting is more than 30 calendar days before or more than 60 calendar days after November 20, 2010, in which case the proposal must be received not earlier than the close of business on the 120th calendar day prior to the date of the 2010 Annual Meeting and not later than the close of business on the later of the 90th calendar day prior to the date of the 2010 Annual Meeting and the 10th calendar day following the day on which the Company first publicly announces the date of the 2010 Annual Meeting. Such advance notice deadline would also generally be the deadline for "timely" proposals made in accordance with Rule 14a-4(c) under the Exchange Act.

CERTAIN ADDITIONAL INFORMATION

        Information regarding security ownership of certain beneficial owners and management of the Company is included on Annex B to this proxy statement.

        The information concerning the Company contained in this proxy statement and Annex B attached hereto has been taken from, or is based upon, publicly available documents on file with the SEC and other publicly available information. Although we have no knowledge that would indicate that statements relating to the Company contained in this proxy statement, in reliance upon publicly available information, are inaccurate or incomplete, to date we have not had access to the books and records of the Company, were not involved in the preparation of such information and statements and are not in a position to verify any such information or statements.

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        This proxy statement is dated October 14, 2009. You should not assume that the information contained in this proxy statement is accurate as of any date other than such date, and the mailing of this proxy statement to stockholders shall not create any implication to the contrary.

        You are advised to read this proxy statement and other relevant documents when they become available because they will contain important information. You may obtain a free copy of this proxy statement and other relevant documents that we file with the SEC at the SEC's web site at http://www.sec.gov or by calling Innisfree M&A Incorporated at the address and phone numbers indicated above.

        Please refer to the Company's proxy statement and annual report for certain additional information and disclosure required to be made by the Company in connection with the Annual Meeting in accordance with applicable law.

CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS

        All statements contained in this proxy statement, other than those relating to historical information or current condition, are "forward-looking statements." These forward-looking statements are subject to a number of risks and uncertainties, many of which are beyond our control, which could cause actual results to differ materially from such statements. Risks and uncertainties relating to the proposed transaction include: the Company's failure to accept our proposal and enter into definitive agreements to effect the transaction; our ability to obtain stockholder and other approvals on the proposed terms and schedule; uncertainty of the expected financial performance of CF Holdings following completion of the proposed transaction; our ability to achieve the cost-savings and synergies contemplated by the proposed transaction within the expected time frame; our ability to promptly and effectively integrate the businesses of the Company and CF Holdings; and disruption from the proposed transaction making it more difficult to maintain relationships with customers, employees or suppliers. Additional risks and uncertainties include: the relatively expensive and volatile cost of North American natural gas; the cyclical nature of our business and the agricultural sector; changes in global fertilizer supply and demand and its impact on the selling price of our products; the nature of our products as global commodities; intense global competition in the consolidating markets in which we operate; conditions in the U.S. agricultural industry; weather conditions; our inability to accurately predict seasonal demand for our products; the concentration of our sales with certain large customers; the impact of changing market conditions on our forward pricing program; the reliance of our operations on a limited number of key facilities; the significant risks and hazards against which we may not be fully insured; reliance on third party transportation providers; unanticipated adverse consequences related to the expansion of our business; our inability to expand our business, including the significant resources that could be required; potential liabilities and expenditures related to environmental and health and safety laws and regulations; our inability to obtain or maintain required permits and governmental approvals or to meet financial assurance requirements; acts of terrorism; difficulties in securing the supply and delivery of raw materials we use and increases in their costs; losses on our investments in securities; loss of key members of management and professional staff; recent global market and economic conditions, including credit markets; and the other risks and uncertainties included from time to time in our filings with the SEC. Except as required by law, we undertake no obligation to update or revise any forward-looking statements.

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ANNEX A—ADDITIONAL INFORMATION
REGARDING PARTICIPANTS IN THE SOLICITATION

        This Annex A sets forth certain information concerning each Nominee, CF Holdings, CF Composite and certain other persons identified in this Annex A (the "Other Participants" and collectively, together with the Nominees, CF Holdings and CF Composite, the "Participants"), who are participants in the solicitation of proxies from stockholders of the Company by CF Holdings or CF Composite in connection with the Annual Meeting. Capitalized terms used but not otherwise defined in this Annex A have the meaning ascribed to them in the proxy statement to which this Annex A is attached. The terms "associate," "affiliate" and "participant" used in connection with the statements in this Annex A have the meaning ascribed to them in the Exchange Act.

A.    NOMINEES

        Other than as disclosed in this proxy statement, there is no arrangement or understanding between any of the Nominees and any other person(s) pursuant to which any such Nominee was or is to be selected as a director or nominee of the Company.

        During the past ten years, none of the Nominees has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).

        None of the Nominees, or any associate of any Nominee, owns beneficially, directly or indirectly, any securities of the Company.

        None of the Nominees owns beneficially, directly or indirectly, any securities of any parent or subsidiary of the Company.

        None of the Nominees owns any securities of the Company of record but not beneficially.

        None of the Nominees is, or was within the past year, a party to any contract, arrangement or understanding with any person with respect to any securities of the Company, including, but not limited to, joint ventures, loan or option arrangements, puts or calls, guarantees against loss or guarantees of profit, division of losses or profits, or the giving or withholding of proxies.

        None of the Nominees, or any of their respective associates or immediate family members (as such term is described in Item 404(a) of Regulation S-K promulgated under the Securities Act of 1933, as amended ("Regulation S-K")), has had since the beginning of the Company's last fiscal year, a direct or indirect material interest in any transaction or currently proposed transaction, in which the Company was or is to be a participant and the amount involved exceeds $100,000.

        Other than as described in this proxy statement, none of the Nominees, or any associate of any of the Nominees, has any arrangement or understanding with any person with respect to any future employment by the Company or its affiliates or with respect to any future transactions to which the Company or any of its affiliates will or may be a party.

        Other than as described in this proxy statement, there are no material proceedings to which any Nominee, or any associate of any such Nominee, is a party adverse to the Company or any of its subsidiaries or has a material interest adverse to the Company or any of its subsidiaries.

        There are no family relationships (as such term is defined in Item 401(d) of Regulation S-K) between any of the Nominees or between any of the Nominees and any director or executive officer of the Company or any person nominated or chosen by the Company to become a director or executive officer.

        None of the Nominees has any position or office with the Company and no occupation or employment with which the Nominees have been involved during the past five years was carried on

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with the Company or any corporation or organization that is a parent, subsidiary or other affiliate of the Company. None of the Nominees has ever served on the Board.

        None of the Nominees has been involved in any legal proceedings during the past five years that would be required to be disclosed under Item 401(f) of Regulation S-K.

        None of the Nominees, or any associate of any Nominee, has received any cash compensation, cash bonuses, deferred compensation, compensation pursuant to plans or other compensation, from, or in respect of, services rendered on behalf of the Company, or is subject to any arrangement described in Item 402 of Regulation S-K.

B.    PERSONS MAKING THE SOLICITATION AND OTHER PARTICIPANTS

        The solicitation for election of the Nominees is being made by CF Holdings and CF Composite. For information regarding CF Holdings and CF Composite, please see the section entitled "Certain Information Regarding CF" of the proxy statement to which this Annex A is attached. Information regarding the Other Participants is set forth below.

        Under the applicable regulations of the SEC, CF Industries and directors, executive officers and certain other employees of CF and CF Industries are participants in the solicitation of proxies from stockholders of the Company by CF Holdings or CF Composite in connection with the Annual Meeting. CF Industries is a direct wholly-owned subsidiary of CF Holdings and the direct owner of 6,985,048 common shares of the Company. The following tables set forth the name and current principal occupation or employment of each director, executive officer and other employee of CF or CF Industries who is a participant. Unless otherwise indicated, the current business address of each person is care of CF Industries Holdings, Inc., 4 Parkway North, Suite 400, Deerfield, Illinois 60015-2590.

DIRECTORS

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EXECUTIVE OFFICERS

OTHER EMPLOYEE PARTICIPANTS

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C.    OTHER INFORMATION CONCERNING CF HOLDINGS, CF COMPOSITE AND OTHER PARTICIPANTS

        During the past ten years, none of CF Holdings, CF Composite or any of the Other Participants has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).

        On the record date for the Annual Meeting, CF Holdings and CF Composite beneficially owned, in the aggregate, 6,986,048 common shares of the Company, or approximately 7% of the issued and outstanding common shares of the Company. Of such shares, CF Composite was the record and beneficial owner of 1,000 common shares of the Company, and CF Industries was the direct owner of 6,985,048 common shares of the Company. CF Composite is a direct, wholly-owned subsidiary of CF Industries, and CF Industries is a direct, wholly-owned subsidiary of CF Holdings. By virtue of this ownership, CF Holdings and CF Industries beneficially own the 1,000 common shares of the Company held of record and beneficially by CF Composite and CF Holdings and CF Composite beneficially own the 6,985,048 common shares of the Company held directly by CF Industries. Glen N. Buckley, Director, Agribusiness Analysis of CF Holdings, beneficially owns 70 common shares of the Company. Mr. Buckley's holdings represent less than 1% of the outstanding common shares of the Company as of the record date. No part of the purchase price or market value of these common shares is represented by funds borrowed or otherwise obtained for the purpose of acquiring or holding such shares.

        Except as set forth above, (i) none of CF Holdings, CF Composite, any of the Other Participants or any of their respective associates, owns beneficially, directly or indirectly, any securities of the Company; (ii) none of CF Holdings, CF Composite or any of the Other Participants owns beneficially, directly or indirectly, any securities of any parent or subsidiary of the Company; and (iii) none of CF Holdings, CF Composite or any of the Other Participants owns any securities of the Company of record but not beneficially.

        None of CF Holdings, CF Composite or any of the Other Participants is, or was within the past year, a party to any contract, arrangement or understanding with any person with respect to any securities of the Company, including, but not limited to, joint ventures, loan or option arrangements, puts or calls, guarantees against loss or guarantees of profit, division of losses or profits, or the giving or withholding of proxies.

        Other than as described in this proxy statement, none of CF Holdings, CF Composite, any of the Other Participants or any of their respective associates or immediate family members (as applicable, and as such term is described in Item 404(a) of Regulation S-K), has had since the beginning of the Company's last fiscal year, a direct or indirect material interest in any transaction or currently proposed transaction, in which the Company was or is to be a participant and the amount involved exceeds $120,000.

        The Company leased storage space at CF Industries' distribution facility in Fremont, Nebraska through June 2009. The Company paid CF Industries fixed monthly rent plus additional amounts based on the amount of product moved through the facility. In 2008 and 2009, the Company paid CF Industries approximately $160,000 and $130,200, respectively, pursuant to this arrangement.

        During 2008, CF Industries paid the Company approximately $120,000 in connection with demurrage charges arising from a 2007 product shipment.

        CF Industries and the Company were parties to a product exchange agreement that terminated at the end of 2008. The agreement provided for the physical exchange of similar product between the parties on mutually satisfactory terms, and no cash payments were made between the parties pursuant to the agreement. During 2008, the parties engaged in a number of product exchanges pursuant to the exchange agreement. As a result of these exchanges, the Company supplied CF Industries, on a net basis, with approximately 9,600 tons of ammonia. During 2008, CF Industries' average selling price of ammonia was approximately $560 per ton.

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        CF believes that the Nominees, if elected, will exercise their independent judgment on all matters before the Board in accordance with their duties to the Company and will give consideration to CF Holdings' proposal for a business combination with the Company. To the extent the election of the Nominees may have an impact on CF Holdings' proposal for a business combination with the Company, CF Holdings and CF Composite could be considered to have an interest in the matters to be acted upon at the Annual Meeting.

        Other than as described in this proxy statement, none of CF Holdings, CF Composite, any of the Other Participants or any of their respective associates, has any arrangement or understanding with any person with respect to any future employment by the Company or its affiliates or with respect to any future transactions to which the Company or any of its affiliates will or may be a party.

D.    TRANSACTIONS IN SHARES

        Other than as set forth in the table below, none of CF Holdings, CF Composite, any Nominee or any of the Other Participants has purchased or sold within the past two years any securities of the Company.

E.    OTHER INFORMATION

        Other than as set forth in the Company's documents filed with the SEC, neither CF Holdings nor CF Composite knows of (i) any person (including any "group" as that term is used in Section 13(d)(3) of the Exchange Act) who is the beneficial owner of more than five percent of any class of the Company's voting securities or (ii) any change in control of the Company within the last fiscal year.

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ANNEX B—SECURITY OWNERSHIP OF CERTAIN
BENEFICIAL OWNERS AND MANAGEMENT OF THE COMPANY

        According to the Company's Definitive Proxy Statement on Schedule 14A, filed with the SEC on October 13, 2009, as of October 9, 2009, 99,825,840 common shares of the Company were outstanding.

Common Share Ownership of Certain Beneficial Owners

        Based upon our review of publicly available SEC filings, including statements filed by the respective beneficial owners set forth below with the SEC pursuant to Sections 13(d) and 13(g) under the Exchange Act, to our knowledge, the stockholders set forth below beneficially owned, as of October 13, 2009, more than five percent of the outstanding common shares of the Company.

(1)

The number of common shares of the Company listed above does not include shares of 4.25% Series A Cumulative Convertible Perpetual Preferred Shares of the Company. Unless otherwise indicated, beneficial ownership consists of sole power to vote or direct the vote and sole power to dispose or direct the disposition of the shares listed.

(2)

Unless otherwise indicated, percentages calculated based upon Company common shares outstanding as of October 9, 2009, as reported in the Company's Definitive Proxy Statement on Schedule 14A, filed with the SEC on October 13, 2009, and beneficial ownership of common shares as set forth in the statements on Schedule 13G filed by the respective beneficial owners with the SEC.

(3)

Based on a Schedule 13G, dated and filed with the SEC on April 9, 2009, jointly by FMR LLC ("FMR"), Fidelity Management & Research Company, a wholly-owned subsidiary of FMR and an investment advisor ("FMRC"), and Mr. Edward C. Johnson 3d (together, "Fidelity"). The Fidelity Schedule 13G reports that FMR is a parent holding company with sole power to vote or to direct the vote of 1,745,205 common shares and sole power to dispose or to direct the disposition of 11,187,505 common shares. The Fidelity Schedule 13G also reports that FMRC is the beneficial owner of 9,443,190 common shares as a result of acting as investment advisor to various registered investment companies (the "Funds"). It further reports that FMR's beneficial ownership includes (i) 15 common shares beneficially owned by Strategic Advisers, Inc., a wholly-owned subsidiary of FMR and an investment advisor; (ii) 1,415,000 common shares beneficially owned by Pyramis Global Advisors, LLC ("PGALLC"), an indirect wholly-owned subsidiary of FMR and an investment advisor; (iii) 123,070 common shares beneficially owned by Pyramis Global Advisors Trust Company ("PGATC"), an indirect wholly-owned subsidiary of FMR and a bank; and

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(iv) 206,230 common shares beneficially owned by FIL Limited ("FIL"), a qualified institution. Mr. Johnson, Chairman of FMR and FIL, and FMR, through its control of FMRC, and the Funds, each has sole dispositive power over the 9,443,190 common shares owned by the Funds. Mr. Johnson and FMR, through its control of PGALLC and PGATC, each has sole dispositive power over (i) 1,415,000 common shares and sole power to vote or to direct the voting of 1,415,000 common shares owned by the institutional accounts or funds advised by PGALLC and (ii) 123,070 common shares and sole power to vote or to direct the voting of 123,070 common shares owned by the institutional accounts managed by PGATC, respectively. Neither FMR nor Mr. Johnson has the sole power to vote or direct the voting of the common shares owned directly by the Funds, which power resides with the Boards of Trustees of the Funds. FMRC carries out the voting of the common shares under written guidelines established by the Boards of Trustees of the Funds. The Fidelity Schedule 13G further reports that members of the family of Mr. Johnson, through their ownership of 49% of the voting power of FMR and the execution of a shareholders' voting agreement with all other Series B shareholders of FMR, may be deemed, under the Investment Company Act of 1940, to form a controlling group with respect to FMR. Partnerships controlled predominantly by members of the family of Mr. Johnson own approximately 47% of the voting power of FIL. FMR and FIL are separate and independent corporate entities, and their Boards of Directors are generally composed of different individuals. According to the Fidelity Schedule 13G, FMR and FIL are of the view that they are not acting as a "group" for purposes of Section 13(d) under the Exchange Act and that they are not otherwise required to attribute to each other the beneficial ownership of securities beneficially owned by the other entity. However, Fidelity filed its Schedule 13G on a voluntary basis as if all of the reported common shares are beneficially owned by FMR and FIL on a joint basis. The address for Mr. Johnson and each of the Fidelity entities is as reported above, except that the address for PGALLC and PGATC is 900 Salem Street, Smithfield, Rhode Island, 02917 and the address for FIL is Pembroke Hall, 42 Crow Lane, Hamilton, Bermuda.

(4)

CF Holdings, CF Industries and CF Composite beneficially own, in the aggregate, 6,986,048 common shares, or approximately 7% of the issued and outstanding common shares. Of such common shares: (i) 6,985,048 common shares, or approximately 7% of the outstanding common shares, are (a) owned directly by CF Industries and (b) beneficially owned by CF Holdings, as the owner of 100% of the capital stock of CF Industries, and CF Composite, as a direct wholly-owned subsidiary of CF Industries; and (ii) 1,000 common shares, or approximately .001% of the outstanding common shares, are (a) owned directly by CF Composite and (b) beneficially owned by CF Holdings and CF Industries. CF Holdings, CF Industries and CF Composite have the shared power to vote or direct the vote, and the shared power to dispose or direct the disposition, of such common shares.

(5)

Based on a Schedule 13G, dated February 6, 2009 and filed with the SEC on February 5, 2009, jointly by Barclays Global Investors, NA ("BGI"), Barclays Global Fund Advisors ("BGFA"), Barclays Global Investors, Ltd ("BGI UK"), Barclays Global Investors Japan Limited ("BGI Japan"), Barclays Global Investors Canada Limited ("BGI Canada"), Barclays Global Investors Australia Limited ("BGI Australia") and Barclays Global Investors (Deutschland) AG ("BGI Deutschland" and, together with the other entities referenced above, "Barclays"). The Barclays Schedule 13G reports that (i) Barclays has (a) sole power to vote or direct the vote of 4,040,029 common shares and (b) sole power to dispose of or to direct the disposition of 5,246,187 common shares; and (ii) the shares reported therein are held by Barclays in trust accounts for the economic benefit of the beneficiaries of those accounts. The Barclays Schedule 13G also reports that BGI is a bank with sole voting power as to 2,570,807 common shares and sole dispositive power as to 3,115,308 common shares; BGFA is an investment advisor with sole voting power as to 1,338,249 common shares and sole dispositive power as to 1,914,926 common shares; BGI UK is a non-U.S. institution with sole voting power as to 39,143 common shares and sole dispositive power

B-2

Table of Contents

as to 124,123 common shares; BGI Japan is a non-U.S. institution with sole voting power as to 58,444 common shares and sole dispositive power as to 58,444 common shares; BGI Canada is a non-U.S. institution with sole voting power as to 30,105 common shares and sole dispositive power as to 30,105 common shares; and BGI Australia is a non-U.S. institution with sole voting power as to 3,281 common shares and sole dispositive power as to 3,281 common shares. The Barclays Schedule 13G also reports that BGI Deutschland, a non-U.S. institution, has no sole or shared voting or dispositive power as to any common shares. BGI and BGFA share the address listed above. BGI UK's address is Murray House, 1 Royal Mint Court, London EC3N 4HH; BGI Japan's address is Ebisu Prime Square Tower, 8th Floor, 1-1-39 Hiroo Shibuya-Ku, Tokyo 150-8402 Japan; BGI Canada's address is Brookfield Place, 161 Bay Street, Suite 2500, PO Box 614, Toronto, Ontario, Canada M5J 2S1; BGI Australia's address is Level 43, Grosvenor Place, 225 George Street, PO Box N43, Sydney, Australia NSW 1220; and BGI Deutschland's address is Apianstrasse 6, D-85774, Unterfohring, Germany.

(6)

Based on a Schedule 13G, dated and filed with the SEC on February 27, 2009, jointly by TPG-Axon Capital Management, LP ("TPG-Axon Management"), TPG-Axon Partners GP, LP ("PartnersGP"), TPG-Axon GP, LLC ("GPLLC"), TPG-Axon Partners, LP ("TPG-Axon Domestic"), TPG-Axon Partners (Offshore), Ltd. ("TPG-Axon Offshore"), Dinakar Singh LLC ("Singh LLC") and Mr. Dinakar Singh (together, "TPG-Axon"). The TPG-Axon Schedule 13G reports that TPG-Axon Management has shared voting and dispositive power as to 5,130,000 common shares; PartnersGP has shared voting and dispositive power as to 1,654,918 common shares; GPLLC has shared voting and dispositive power as to 5,130,000 common shares; TPG-Axon Domestic has shared voting and dispositive power as to 1,654,918 common shares; TPG-Axon Offshore has shared voting and dispositive power as to 3,475,082 common shares; Singh LLC has shared voting and dispositive power as to 5,130,000 common shares; and Mr. Singh has shared voting and dispositive power as to 5,130,000 common shares. TPG-Axon Management, as investment manager to TPG-Axon Domestic and TPG-Axon Offshore, has the power to direct the disposition and voting of the common shares held by TPG-Axon Domestic and TPG-Axon Offshore. PartnersGP is the general partner of TPG-Axon Domestic. GPLLC is the general partner of PartnersGP and TPG-Axon Management. Singh LLC is a managing member of GPLLC. Mr. Singh is the managing member of Singh LLC and in such capacity may be deemed to control Singh LLC, GPLLC and TPG-Axon Management, and therefore may be deemed the beneficial owner of the common shares held by TPG-Axon Domestic and TPG-Axon Offshore. Each of Singh LLC, GPLLC, PartnersGP and Mr. Singh disclaims beneficial ownership of all of the common shares reported on the TPG-Axon Schedule 13G. The address for each of the TPG-Axon entities, in addition to Mr. Singh, is as reported above, except that the address for TPG-Axon Offshore is c/o Goldman Sachs (Cayman) Trust Limited, PO Box 896GT, Harbour Centre, 2nd Floor, George Town, Grand Cayman, Cayman Islands, BWI.

B-3

Table of Contents

Security Ownership of Management

        Based upon our review of publicly available SEC filings, to our knowledge, the (i) directors and named executive officers of the Company and (ii) the directors and all executive officers of the Company as a group, beneficially owned, as of October 13, 2009, the number of common shares of the Company set forth below.

(1)

Each director or executive officer has sole voting and investment power over the shares shown as beneficially owned. Each director and named executive officer individually and beneficially owned less than one percent, and the directors and executive officers as a group owned 1.32%, of the issued and outstanding common shares of the Company as of the date indicated above. These share numbers include ownership of restricted common shares, which are subject to certain vesting conditions, and shares held under the Company's Employees' Savings and Investment Plan.

B-4

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Dates Referenced Herein   and   Documents Incorporated by Reference

This ‘DEFN14A’ Filing		Date		Other Filings
		11/20/10
		8/22/10
		7/23/10
		6/15/10		4
For Period End:		11/20/09		425,  8-K,  SC TO-T/A
		11/19/09		425,  DEFA14A,  SC 14D9/A,  SC TO-T/A
Filed on / Effective on:		10/14/09		425,  8-K
		10/13/09		8-K,  DEFA14A,  DEFC14A
		10/9/09		8-K
		10/1/09		8-K,  DEFA14A
		9/30/09		10-Q,  8-K
		9/28/09		425,  8-K,  DEFA14A,  SC 13D
		9/26/09
		9/25/09
		9/24/09		425,  8-K,  DEFA14A
		9/10/09
		9/9/09
		9/8/09		8-K,  DEFA14A
		8/31/09		4,  425,  SC 14D9/A
		8/28/09
		8/25/09		425,  8-K,  SC 14D9/A
		8/12/09		4
		8/6/09		425,  SC TO-T/A
		8/5/09		10-Q/A,  425,  8-K,  SC 14D9/A,  SC TO-T/A
		8/3/09		10-Q,  4
		6/19/09		425,  8-K,  SC TO-T/A
		5/15/09		425,  SC TO-T/A
		5/14/09		425,  SC 14D9/A,  SC TO-T/A
		5/11/09		425,  SC 13D,  SC 14D9/A,  SC TO-T/A
		4/14/09		425,  8-K,  DFAN14A,  S-4/A,  SC 14D9/A,  SC TO-T/A
		4/13/09		8-K,  DFAN14A,  SC 14D9/A
		4/9/09		425,  DFAN14A,  SC 13G,  SC TO-T/A
		3/29/09		8-K
		3/27/09		425,  PREC14A,  SC TO-T/A
		3/24/09		425,  8-K,  SC 14D9/A
		3/23/09		425,  8-K,  PRER14A,  PRRN14A,  SC 14D9,  SC 14D9/A,  SC TO-T/A
		3/22/09
		3/16/09		425,  8-K,  DEF 14A,  SC TO-T,  SC TO-T/A
		3/11/09		425,  8-K,  SC TO-T/A,  SC14D9C
		3/9/09		425,  8-K,  SC TO-T/A
		3/6/09		8-K
		3/5/09		425,  8-K,  SC 14D9
		2/27/09		10-K,  SC 13G
		2/25/09		425,  8-K,  SC TO-T/A
		2/23/09		425,  8-K,  S-4,  SC TO-T,  SC TO-T/A
		2/18/09		4,  425,  SC 13G
		2/16/09
		2/9/09		8-K,  SC 13G/A
		2/6/09
		2/5/09		SC 13G
		2/4/09		425,  8-K,  DFAN14A
		2/3/09		8-K
		2/2/09
		1/30/09
		1/28/09		425,  8-K
		1/16/09		4,  425,  8-K
		1/15/09		4,  8-K
		8/9/04		10-Q,  8-K
				List all Filings

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Filing Submission 0001047469-09-008925   –   Alternative Formats (Word / Rich Text, HTML, Plain Text, et al.)

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