-----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, UJLLFE/vl8F+PCa7tuHg0xNXCQAJK8doYnW2o+ScxC58bSrPWI09U2wi2kgsbsEK rBJbELItzRvOvoPQNk+Whw== 0000927356-96-000120.txt : 19960327 0000927356-96-000120.hdr.sgml : 19960327 ACCESSION NUMBER: 0000927356-96-000120 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19960320 ITEM INFORMATION: Other events FILED AS OF DATE: 19960326 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: 96538414 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 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: March 25, 1996 Date of earliest event reported: March 20, 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) Page 1 of 5 ITEM 5. OTHER EVENTS The news release dated March 20, 1996, a copy of which is attached as Exhibit 1 hereto, is incorporated herein by reference and made a part hereof. Page 2 of 5 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: March 25, 1996 By: /s/ JEROME C. CAIN ------------------ Jerome C. Cain Vice President of Finance and Secretary Page 3 of 5 EXHIBIT INDEX Exhibit No. Description Page No. - ----------- ----------- -------- 1. News Release dated March 20, 1996 5 Page 4 of 5 EX-99 2 NEWS RELEASE DATED MARCH 20, 1996 EXHIBIT 99 [LOGO OF ATLAS CORPORATION APPEARS HERE] ATLAS CORPORATION MSV RESOURCES INC. 370 17th St., Suite 3050 630 Rene-Leve Blvd. Suite 3240 Denver, CO 80202 Montreal, Quebec H3B 1S6 Contact: Gerald E. Davis (303) 629-2440 Contact: Eric Lasalle (514) 875-9033 NEWS FOR IMMEDIATE RELEASE ATLAS CORPORATION AND MSV RESOURCES INC. REVISE TERMS OF COMBINATION; ATLAS CORPORATION SALE OF DAKOTA MINING CORPORATION INTEREST _______________________________ Denver, CO, March 20, 1996 -- Atlas Corporation (NYSE:AZ) and MSV Resources Inc. (TSE,ME:MSV) today announced that they have revised the terms of their business combination announced on March 6, 1996. The exchange ratio remains the same, however, Atlas and MSV have concluded that the minimum US$20 million in equity to be raised as a part of the combination will now be arranged through Atlas Corporation. Proceeds from this financing will be used primarily to accelerate the development of MSV properties in the Chibougamau area. MSV's Copper Rand Mine, located near Chibougamau, Quebec, is currently producing gold and copper from levels above 3800 ft. MSV has initiated the Copper Rand 5000 project, a program designed to develop and exploit reserves down to the 5000 foot level. MSV anticipates significant cost savings by deepening the existing shaft thereby reducing the ore handling costs attendant to the current use of the internal shaft and ramp. Development of the Copper Rand 5000 project is estimated to cost approximately C$30 million. In addition, the company intends to develop the Corner Bay property which is largely self-financing and which is projected to provide significant cash flow to assist with the funding of Copper Rand 5000. Under the revised terms of the transaction, MSV will now propose to its shareholders an arrangement under the provisions of the Companies Act (Quebec) pursuant to which shareholders of MSV will receive a new class of MSV shares which will be exchangeable at any time for Atlas Corporation Common Shares on a one-for-one basis. It is proposed that MSV will be renamed (hereinafter, for the purposes hereof "Atlas Canada"). Based upon the previously announced exchange ratio, MSV shareholders will receive two exchangeable shares for every three Common Shares of MSV. Each new Atlas Canada exchangeable share will carry voting and equity rights in Atlas Corporation equivalent to the Common Shares of Atlas Corporation. After giving effect to the proposed reorganization, Atlas Corporation will own all of the voting shares of Atlas Canada. The transaction remains subject to regulatory and court approval and approval by the shareholders of MSV and Atlas. Separately Atlas Corporation today announced the sale of all its 9.1% interest in Dakota Mining Corporation for net proceeds of US$4.5 million. This share interest was acquired in March 1995 for US$3 million. The board of Atlas considers that this sale will allow the company greater flexibility in meeting the capital needs of restarting the Gold Bar Mine and meeting the challenge of MSV's development capital requirements following completion of the merger. ##### Page 5 of 5 -----END PRIVACY-ENHANCED MESSAGE-----