As filed with the Securities and Exchange Commission on June 29, 2012
Registration Nos. 333-166079
and 333-166079-01 through -21
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
Post-Effective Amendment No. 1 to
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
CF INDUSTRIES HOLDINGS, INC.
(Exact name of registrant as specified in its charter)
Delaware | | 20-2697511 |
(State or other jurisdiction of incorporation or organization) | | (I.R.S. Employer Identification No.) |
SEE TABLE OF ADDITIONAL REGISTRANTS
4 Parkway North, Suite 400
Deerfield, Illinois 60015
(847) 405-2400
(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)
Douglas C. Barnard
Senior Vice President, General Counsel, and Secretary
4 Parkway North, Suite 400
Deerfield, Illinois 60015
(847) 405-2400
(Name, address, including zip code, and telephone number, including area code, of agent for service)
Copies to:
Brian W. Duwe
Richard C. Witzel, Jr.
Skadden, Arps, Slate, Meagher & Flom LLP
155 North Wacker Drive
Chicago, Illinois 60606
(312) 407-0700
Approximate date of commencement of proposed sale to the public: Not applicable (this post-effective amendment deregisters all of the securities that were unsold under the registration statement as of the date hereof).
If the only securities being registered on this Form are being offered pursuant to dividend or interest reinvestment plans, please check the following box. o
If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, other than securities offered only in connection with dividend or interest reinvestment plans, check the following box. o
If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. o
If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. o
If this Form is a registration statement pursuant to General Instruction I.D. or a post-effective amendment thereto that shall become effective upon filing with the Commission pursuant to Rule 462(e) under the Securities Act, check the following box. x
If this Form is a post-effective amendment to a registration statement filed pursuant to General Instruction I.D. filed to register additional securities or additional classes of securities pursuant to Rule 413(b) under the Securities Act, check the following box. o
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer x | | Accelerated filer o |
Non-accelerated filer o (Do not check if a smaller reporting company) | | Smaller reporting company o |
TABLE OF ADDITIONAL REGISTRANTS*
Exact Name of Registrant as Specified in its Charter | | State or Other Jusrisdiction of Incorporation or Organization | | I.R.S. Employer Identification No. |
| | | | |
Beaumont Ammonia Inc. | | Delaware | | 39-1917518 |
Beaumont Holdings Corporation | | Delaware | | 42-1490799 |
BMC Holdings Inc. | | Delaware | | 73-1394219 |
CF Composite, Inc. | | New York | | 26-4059516 |
CF Industries, Inc. | | Delaware | | 36-2097061 |
Port Neal Corporation | | Delaware | | 42-1443999 |
Terra Capital Holdings, Inc. | | Delaware | | 42-1431905 |
Terra Capital, Inc. | | Delaware | | 42-1431650 |
Terra Environmental Technologies Inc. | | Delaware | | 26-1586884 |
Terra Houston Ammonia, Inc. | | Delaware | | 64-0877703 |
Terra Industries Inc. | | Maryland | | 52-1145429 |
Terra International, Inc. | | Delaware | | 36-2537046 |
Terra International (Oklahoma) Inc. | | Delaware | | 42-1321208 |
Terra LP Holdings LLC | | Delaware | | 27-1368789 |
Terra Methanol Corporation | | Delaware | | 42-1431904 |
Terra Mississippi Holdings Corp. | | Mississippi | | 64-0292638 |
Terra Mississippi Nitrogen, Inc. | | Delaware | | 64-0354930 |
Terra Nitrogen Corporation | | Delaware | | 72-1159610 |
Terra Nitrogen GP Holdings Inc. | | Delaware | | 20-3382709 |
Terra Real Estate Corporation | | Iowa | | 42-1178622 |
Terra (U.K.) Holdings Inc. | | Delaware | | 39-1917519 |
* The address, including zip code, and telephone number, including area code, of the principal executive offices of each of the registrants named in this table are the same as those of CF Industries Holdings, Inc. In addition, the name, address, including zip code, and telephone number, including area code, of the agent for service of each of the registrants named in this table are the same as those of CF Industries Holdings, Inc.