CF Industries scored a big victory this morning at Terra Industries’ annual meeting in New York, as shareholders overwhelmingly voted to replace three Terra directors with three CF-nominated candidates, “CF claims victory.”

The victory strengthens CF’s hand in its bid to takeover the Sioux City-based company. Terra, which has repeatedly rejected CF’s hostile bid as inadequate, took a more conciliatory approach in a statement issued after the vote.

“…Terra shareholders noted that current trends in the fertilizer market could provide potential consolidation opportunities for many market participants. Terra’s board, as always, will continue to maintain an open-minded approach to considering any bona fide opportunity to create meaningful value for Terra shareholders.”

What will Terra’s next move be? Stay tuned. What do you think about the outcome today? Let us know.

No matter how proxy vote at Terra Industries’ shareholders’ meeting Friday turns out, the three-way fight between Terra, CF Industries and Agrium, called the “forever war” by some Wall Street analysts, has the potential to draw on for a very long time, if not forever.

In New York City Friday, Terra shareholders will decide whether to re-elect three incumbent board members or three challengers nominated by CF, which has been doggedly pursuing a hostile takeover of Terra since January. Check out my story online and in print Friday on what the loss of Terra’s Sioux City headquarters could mean for the community, “City leaders say much at stake in today’s vote.”

A CF victory presumably would put the Deerfield, Ill-based company in the driver’s seat to force a combination. But Terra, which would still control five of the eight seats on the board, could very well decide to try to fend off CF by launching additional defenses.

On the other hand, a Terra victory would more than likely allow the Sioux City-based company to remain independent. But some analysts expect CF to make one last significantly higher offer before throwing in the towel, however.

Canadian ag giant’s Agrium’s own pursuit of CF muddies the waters. On Thursday, Agrium announced that 62 percent of CF shareholders now back its $5.1 billion buyout offer, which had been scheduled to expire at midnight Wednesday “Majority of CF shareholders support Agrium bid.” Despite the widespread support, CF management still refuses to negotiate with Agrium.

It boils down to this. CF executives are refusing to do what the majority of its shareholders want. At the same time, they’re courting Terra shareholders to vote differently than Terra’s management is recommending.

Who will win in the end? We may know more Friday, or everything may become even less clear.

Watch this blog and siouxcityjournal.com for a report from the meeting. I’m particularly looking for Terra shareholders to talk to about their vote. Please email me at: davedreeszen@siouxcityjournal.com or call 712-293-4211.

If the first stop in Sarah Palin’s nationwide “Going Rouge” tour is any indication, the Barnes & Nobles store and Southern Hills Mall in Sioux City should be one busy place when the former Alaska governor visits on Dec. 5.

Despite freezing temperatures, people began standing outside the Barnes & Noble in Grand Rapids, Mich. to greet Palin, the Detroit Free Press reports, ” By 5 am, the crowd outside had swelled to more than 1,500. Check out the YouTube video above as she arrives.

The big turnout came on a school day in the middle of the week. Palin’s stop in Sioux City will come on a Saturday, when many more people have the day off. Because it’s the only Iowa stop on her tour, the appearance likely will drive fans from hundreds of miles away.

How big of crowd do you think it will be? Are you planning to go? Do you plan to buy her book? Let us know.

With an all-important proxy vote looming on Friday, Terra Industries today sent a pair of letters to shareholders Monday.

In the second letter, the Sioux City-based company reminded shareholders that three independent proxy advisor firms — Glass Lewis, Proxy Governance and Egan-Jones Proxy Services — all recommend a vote for Terra-backed directors, rather than a rival slate nominated by CF Industries.

The other letter blasted the nation’s leading proxy advisor, RiskMetrics, for its recommendation that Terra shareholders accept CF’s hostile bid for the Sioux City-based company.

In a letter Friday, CF trumpeted the decision by RiskMetrics, whose opinions have carried weight in past hostile-takeover-related shareholder votes. Of the largest 50 mutual fund companies, 43 are clients of RiskMetrics, according to its Web site.

Clearly aware of RiskMetrics’ potential influence, Terra fired off a letter attempted to discredit RiskMetrics’ conclusions, which Terra called “fundamentally flawed.”

Among other things, Terra argued RiskMetrics’ recommendation is contradictory because it does not endorse CF’s current offer as “an offer Terra or its shareholders should accept.”

In its report, RiskMetrics noted that “although Terra shareholders may in the aggregate believe they deserve more than the current offer on the table, we note that the Terra board has had almost an entire year to find an alternative transaction or negotiate an agreed deal at a higher price with CF.”

Read the full letter in which Terra critiques RiskMetrics’ recommendation, here.

Also read the letter Terra sent Monday that highlights the recommendations of Glass Lewis, Proxy Governance and Egan-Jones Proxy Services, here.

Last week, I made my fourth and final trip this year to Denny and LaRae Mauser’s popcorn field north of the Sac County town of Schaller, Iowa.

Photographer Jerry Mennenga and I spent much of Tuesday afternoon alongside the couple as they brought in this year’s harvest, which Denny described as his best crop in the 20 years he’s been growing popcorn for Sioux City-based Jolly Time.

Read the story here, “Despite delay, popcorn harvest sets record.”
And watch video of the harvest here.

This week’s story, video and photos are the latest installment in our year-long series, “A Jolly Journey,” we’ve followed the kernels the Mausers planted last spring as they make their way into Jolly Time microwave bags.

The series began with the planting in early May, “Farmer helps Jolly Time meet popcorn demand,” and continued with visits in June as the plants emerged from the rich soil, and as the stalks began to form their ears, “Popcorn pollinates properly.”

Early next year, the series resumes as the Mausers’ popcorn, after being dried to the optimum moisture level, goes through an extensive cleaning process. From there, we’ll follow the kernels as they are flavored, packaged and delivered to retail shelves.

Stay tuned for more poppin’ action.

Interesting read in Reuters focusing on the three chief executives involved in the three-way fight involving fertilizer manufacturers Terra Industries, CF Industries and Agrium, “Fertilizer war throws spotlight on CEOs.”

Here’s the key graph about Terra boss Mike Bennett, whom Reuters notes started at the Sioux City-based company as an operations technician at the Port Neal plant in 1973 and worked his way up the ladder to become CEO in 2001.

“He has earned a reputation as a strong operator and a consummate company man who is fiercely loyal to Sioux City.”

The story points out that Bennett and other senior Terra management face tough sledding at the company’s annual shareholders meeting on Nov. 20, where CF has nominated slate of candidates to replace three Terra-based directors.

A victory for the CF nominees would likely help the Deerfield, Ill.-based firm clinch a deal.

“This is a gritty management (at Terra) and they value their independence. And I think they’ve made an awful good case for continuing to be independent,” Charlie Rentschler, analyst at Wall Street Access, told Reuters.

Omaha’s Warren Buffett made made a huge bet on rail today, announcing a deal to buy Burlington Northern Sante Fe for $44 billion.

The deal for the nation’s second largest railroad
would be the biggest acquisition in the history of Berkshire Hathaway Inc., the investment company Buffett heads. Berkshire already owns a stake of about 22 percent in Burlington Northern

Like Berkshire, Omaha is the headquarters for the largest U.S. rail carrier, Union Pacific Railroad. Though BNSF would continue to be operated from Fort Worth, Texas, the purchase and the presence of UP would ”make Nebraska a sort of national rail capital,” the Omaha World Herald reports, “Berkshire buys Burlington Northern Sante Fe.”

UP and BNSF are major employers in the Sioux City area, where traffic for each carrier has grown in recent years.

CF Industries, which launched a hostile bid for Terra Industries in January, keeps on upping the ante, hoping that the Sioux City-based company will finally bite. Late Sunday, CF slightly raised its offer, including cash for the first time as I reported this morning, “CF adds cash to hostile bid for Terra.”

Read the full terms of the revised offer in CF’s news release, click here.

More than 100 local business, education and goverment leaders packed a conference room at the Stoney Creek Inn this morning for the unveiling of a workforce plan that was nearly two years in the making.

For highlights of the strategic plan, designed to realign skills of the area workforce with the needs of employers, check out my coverage from today.

To read the entire plan, click http://rig.witcc.edu

Let me know what you think about the plan. Do you agree with the recommendations? If not, what would you suggest instead?

Iowa Workforce Development released its monthly unemployment reports today, which showed little statistical change locally, “Sioux City area unemployment rises, despite job gains”

Unemployment in nearly all Northwest Iowa counties was below the statewide average of 6.7 percent for September. Three exceptions were Emmet, 8.7 percent, Monona, 7.1 percent, and Palo Alto, 7 percent. Sioux County posted the lowest area rate of 4.1 percent.