-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, B5DsanPKyk9/g0BDn35aQj5LysBf/HEs5BZ0ceZwZfZvdCCM2xxCXxVIWUcVpAHj Bw/TCWNEXvxr7Hd1ydGfrw== 0000927356-95-000330.txt : 19951122 0000927356-95-000330.hdr.sgml : 19951122 ACCESSION NUMBER: 0000927356-95-000330 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19951114 ITEM INFORMATION: Other events FILED AS OF DATE: 19951121 SROS: AMEX SROS: NYSE FILER: COMPANY DATA: COMPANY CONFORMED NAME: ATLAS CORP CENTRAL INDEX KEY: 0000008302 STANDARD INDUSTRIAL CLASSIFICATION: GOLD & SILVER ORES [1040] IRS NUMBER: 135503312 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-02714 FILM NUMBER: 95595294 BUSINESS ADDRESS: STREET 1: 370 SEVENTEENTH ST STREET 2: STE 3150 CITY: DENVER STATE: CO ZIP: 80202 BUSINESS PHONE: 3038251200 MAIL ADDRESS: STREET 1: 370 SEVENTEENTH STREET STREET 2: STE 3150 CITY: DENVER STATE: CO ZIP: 80202 8-K 1 FORM 8-K FOR NOVEMBER 14, 1995 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: November 14, 1995 Date of earliest event reported: November 14, 1995 ATLAS CORPORATION (Exact name of registrant as specified in its charter) DELAWARE 1-2714 13-5503312 (State of (Commission (IRS Employer Incorporation) File Number) Identification No.) 370 SEVENTEENTH STREET, SUITE 3150 DENVER, COLORADO 80202 (Address of principal executive offices) (303) 825-1200 (Registrant's telephone number, including area code) Page 1 of 7 ITEM 5. OTHER EVENTS The news release dated November 14, 1995, a copy of which is attached as Exhibit 1 hereto, is incorporated herein by reference and made a part hereof. Page 2 of 7 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. ATLAS CORPORATION Date: November 20, 1995 By: /s/ Jerome C. Cain ----------------------------- Jerome C. Cain Treasurer and Secretary Page 3 of 7 EXHIBIT INDEX Exhibit No. Description Page No. - ----------- ----------- -------- 99. News Release dated November 14, 1995 5 Page 4 of 7 EX-99 2 PRESS RELEASE DATED NOVEMBER 14, 1995 Exhibit 99 ATLAS CORPORATION 370 17th St., Suite 3150 Denver, CO 80202 NEWS CONTACT: ROBBIN LEE FOR IMMEDIATE RELEASE (303)825-1200 ATLAS REPORTS CLOSING $10 MILLION FINANCING INTO ESCROW AND FIRST QUARTER FINANCIAL RESULTS ______________________________ Denver, CO, November 14, 1995 -- Atlas Corporation (NYSE:AZ) announced today the closing into escrow of $10 million from a private placement of debentures convertible into a portion of the shares of Granges Inc. common stock owned by Atlas. For the first quarter ended September 30, 1995, Atlas reported a loss of $1,743,000, or $.09 per share. This compares to a net loss of $3,757,000, or $.31 per share, for the same period of the previous year. The current quarter included a $507,000 loss from the Company's unconsolidated equity position in Granges Inc., a Canadian mining company. In addition, $328,000 of expenses were incurred associated with the standby status at the Gold Bar Project, located in Eureka, Nevada, which is currently scheduled to restart mining operations by the end of the calendar year. The loss for the same period the previous year included a charge of $1,275,000 for the temporary shutdown and standby costs anticipated for the Gold Bar Project through the end of fiscal year 1995. The $10 million financing involved a private placement of five year debentures, convertible at the option of the holder into Granges common stock at a rate of $2.35 per share. A complete conversion would result in the transfer of approximately 4.25 million shares, or 33 percent, of Atlas' current 27.7 percent position in Granges Inc., with Atlas continuing to hold approximately 8.4 million shares of Granges, or 18.4 percent of the outstanding shares. The debentures will pay a 7 percent annual rate of interest and are not callable by Atlas during the first three years. To secure the debentures, approximately 8.5 million shares of the Company's 12.7 million shares of Granges stock have been pledged. The funds will be released from escrow subject to, within 90 days, or by February 10, 1996, registration and qualification, in Canada and the U.S., of the debentures and the underlying Granges' shares. The financing will be used in part to fund the restarting of operations at the Gold Bar Project as well as the development of the Doby George property and the evaluation of the Commonwealth and Dixie Comstock options. Subsequent to the end of the quarter Atlas announced that it has signed a letter of intent with a firm for contract mining services at the Gold Bar Project. In addition to establishing the terms for contract mining, the letter outlined the terms for the contract miner to guarantee a portion of the project financing Page 5 of 7 and to receive a limited net profits interest in the project. Definitive contract negotiations are underway and are expected to be completed by November 30, 1995. Mining operations at Gold Bar are slated to begin in December with milling operations to restart in the second quarter of calendar 1996. The current mine plan calls for average annual production of 52,000 ounces per year for three years. Atlas has recently taken steps to diversify its production base as well as expand its reserves at Gold Bar. On October 25, 1995, the Company acquired the Doby George Property, located in northern Nevada, for 1.4 million shares of Atlas Common Stock and $400,000 cash. Doby is an early stage development property with an indicated reserve of approximately 220,000. Atlas is developing an additional drilling program to help further define the existing reserve. Certain baseline data already exists on the property which will facilitate development of a Plan of Operation for submittal to the appropriate federal and state authorities for permitting. Atlas also recently took one-year options on both the Commonwealth property, located in Arizona, and the Dixie Comstock property, located in Nevada. The option periods allow the Company the opportunity to evaluate the existing information on the properties and, where necessary, generate additional information, prior to making an acquisition decision. Atlas will be performing metallurgical work as well as developing a drill program for the Commonwealth property. In early October, Atlas concluded negotiations with Granges Inc. for a joint venture exploration agreement on a portion of the 105 square mile Gold Bar claim block. The letter agreement calls for Granges to spend $2.25 million over the next three years on approximately 1,190 claims. After meeting certain requirements, Granges can earn a 50 percent interest in any economic mineralization with over 300,000 ounces. Atlas now has 80 percent of the Gold Bar claim block covered by active exploration programs. Gary Davis, Atlas' President stated, "With the debenture financing, Atlas has the funds necessary to restart operations at Gold Bar, accelerate the development of the Doby George acquisition and properly evaluate the two optioned gold properties. The four exploration joint ventures on the Gold Bar claim block should help Atlas realize the potential of the Gold Bar property much more quickly than the Company would have been able to accomplish itself, potentially extending the project life. Combined, these programs represent a significant move towards expanding reserves, increasing production, and strengthening the Company." Page 6 of 7 CONDENSED STATEMENT OF OPERATIONS (In thousands, except per share data)(Unaudited)
Three months ended September 30, 1995 1994 ----------- ---------- Mining revenue $ -- $ 2,328 Production costs -- 3,031 General and administrative expenses 766 572 Exploration and prospecting expenses 159 790 Shutdown and accrued standby costs 328 1,275 ------- ------- Loss from operations (1,253) (3,340) Equity in loss of unconsolidated subsidiary 507 364 Interest (income) expense (17) 53 ------- ------- Loss from continuing operations before income taxes (1,743) (3,757) Provision for income taxes -- -- ------- ------- Net loss $(1,743) $(3,757) ======= ======= Per share of common stock: Net loss $(.09) $(.31) ======= ======= Average number of common shares outstanding: 18,622 12,169 ======= =======
CONSOLIDATED BALANCE SHEETS (In thousands)(Unaudited)
September 30, June 30, 1995 1995 ------- ------- Assets: Current assets $ 6,882 $ 9,115 Plant, property and equipment (net) 3,409 3,025 Investment in unconsolidated subsidiary 25,140 25,452 Other assets 5,865 5,905 ------- ------- $41,296 $43,497 ======= ======= Liabilities and Stockholders' Equity Current liabilities $ 3,015 $ 3,504 Convertible debenture 3,500 3,500 Other long-term liabilities 11,848 11,660 Shareholders' equity 22,933 24,833 ------- ------- $41,296 $43,497 ======= =======
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