UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

 

FORM 8-K

 

CURRENT REPORT

Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934

 

 

Date of Report (Date of earliest event reported):  March 23, 2009

 

CF Industries Holdings, Inc.

(Exact name of Registrant as specified in its charter)

 

 

Delaware
(State or other jurisdiction
of incorporation)

 

001-32597
(Commission
File Number)

 

20-2697511
(I.R.S. Employer
Identification No.)

 

 

 

 

 

4 Parkway North, Suite 400
Deerfield, IL

 

60015

(Address of principal
executive offices)

 

(Zip Code)

 

Registrant’s telephone number, including area code:  (847) 405-2400

 

 

 (Former name or former address if changed since last report)

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

 

x  Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

o  Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

o  Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

o  Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

 

 


 

Item 8.01              Other Events.

 

On March 23, 2009, CF Industries Holdings, Inc. (“CF”) issued a press release announcing that its board of directors has recommended that CF’s stockholders reject Agrium Inc.’s offer to acquire all outstanding shares of CF. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

 

Also on March 23, 2009, CF issued a press release announcing that its board of directors has reaffirmed its intention to pursue a business combination with Terra Industries Inc. A copy of the press release is attached hereto as Exhibit 99.2 and is incorporated herein by reference.

 

Item 9.01

 

Financial Statements and Exhibits.

 

 

 

 

 

(d)     Exhibits.

 

Exhibit No.

 

Description of Exhibit

 

 

 

99.1

 

Press Release.

 

 

 

99.2

 

Press Release

 

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SIGNATURES

 

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

 

 

Date: March 23, 2009

CF INDUSTRIES HOLDINGS, INC.

 

 

 

 

 

 

 

By:

/s/ Douglas C. Barnard

 

 

Name:

Douglas C. Barnard

 

 

Title:

Vice President, General Counsel,
and Secretary

 

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EXHIBIT INDEX

 

Exhibit No.

 

Description

 

 

 

99.1

 

Press Release.

 

 

 

99.2

 

Press Release.

 

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