8-K

 
                      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:  January 22, 1996
              Date of earliest event reported:  January 16, 1996

                               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)

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ITEM 5.  OTHER EVENTS

     The news release dated January 16, 1996, a copy of which is attached as
Exhibit 1 hereto, is incorporated herein by reference and made a part hereof.

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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.


                                         ATLAS CORPORATION

Date:  January 22, 1996                  By:  /s/ JEROME C. CAIN
                                            -----------------------------
                                               Jerome C. Cain
                                               Treasurer and Secretary
 

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                                 EXHIBIT INDEX


Exhibit No.  Description                                      Page No.
- -----------  -----------                                      --------

1.           News Release dated January 16, 1996                 5

                                  Page 4 of 6

EX-99

 
                                   Exhibit 1

                [LETTERHEAD OF ATLAS CORPORATION APPEARS HERE]

NEWS                                                       FOR IMMEDIATE RELEASE


     PHOENIX FINANCIAL APPROVES PURCHASE OF TUCKER HILL PROJECT FROM ATLAS
                        _______________________________

  Denver, CO, January 16, 1996 -- Atlas Corporation (NYSE:AZ) and Phoenix
Financial Holdings Inc. (CDN:PGML.A,PGML.B) jointly announced today the
execution of a letter agreement providing for the purchase by Phoenix of all of
the issued and outstanding shares of Atlas Perlite, Inc. (API), a wholly owned
subsidiary of Atlas Corporation. The only asset of API is the Tucker Hill
Project, located in Lake County, Oregon. Tucker Hill is one of the largest
domestic deposits of perlite, an industrial mineral used in building products,
filter materials and as a soil additive. The letter agreement calls for payment
to Atlas of US$1 million in cash, the equivalent of US$1 million in Phoenix
Common Stock and the retention by Atlas of a royalty equivalent to 2 percent of
the gross proceeds generated from the sale of minerals from Tucker Hill.

  Because the proposed transaction is between related parties, its consummation
is subject to regulatory approval, the approval by a special committee of
independent Phoenix board members, and approval by a majority of the minority
shareholders of Phoenix at an upcoming Annual and Extraordinary Meeting of the
Shareholders.  An independent technical report on the Tucker Hill assets as well
as an independent valuation of the Tucker Hill Project and the Phoenix shares
have been initiated to verify the fairness of the proposed transaction.

  The stock portion of the sale price will be paid in Phoenix shares based upon
the average Phoenix share price and US-Canadian dollar exchange rates for the 20
trading days proceeding the execution of the letter agreement.  With the
issuance of the additional Phoenix shares to Atlas, the Company's ownership
position in Phoenix will increase from 51 percent to 68 percent.

  John Leahy, President of Phoenix, stated, "The purchase of the Tucker Hill
assets by Phoenix will serve as the cornerstone for the company achieving its
goal of become an operating industrial minerals company and should allow Phoenix
and Atlas to realize increased value.  Phoenix intends to use the operating
Tucker Hill Project as a base upon which to pursue further industrial minerals
acquisitions.  The size and quality of the reserve base at the site, coupled
with the strong consumer interest already shown towards the project, should
allow Phoenix to quickly become a major player in the growing perlite market."

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  Atlas has been pursuing development of the Tucker Hill Project and expects
final permits in February 1996.  The commencement of commercial production at
the quarry and processing facility is currently scheduled for July 1996.

  Pending release from escrow of the proceeds from Atlas' December private
placement of US$10 million in Exchangeable Debentures currently anticipated for
February 9, 1996, Atlas has borrowed US$2 million on a short-term basis from
First Marathon, one of the underwriters of the Exchangeable Debentures, and
CDN$500,000 from Phoenix Financial.  Terms of the loan arrangement in each case
contain a 5 percent fee payment and interest of between 1 and 1.25 percent per
month.  As a consequence of the early drawn down date stipulated in the proposed
loan agreement, Phoenix was not able to provide to its shareholders with 21 days
prior notification.

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