-----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, OpzzXO1KAGU+otfrn6epwdeCA/YRq7caklGtYrfIb8qFlFIcrn+GA+a6tC2moGTR pUvFp9jyjUCf3X651VghjA== 0000927356-98-001630.txt : 19981012 0000927356-98-001630.hdr.sgml : 19981012 ACCESSION NUMBER: 0000927356-98-001630 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 19981009 ITEM INFORMATION: ITEM INFORMATION: FILED AS OF DATE: 19981009 SROS: NASD 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: SEC FILE NUMBER: 001-02714 FILM NUMBER: 98723216 BUSINESS ADDRESS: STREET 1: 370 SEVENTEENTH ST STREET 2: STE 3050 CITY: DENVER STATE: CO ZIP: 80202 BUSINESS PHONE: 3036292440 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: October 9, 1998 Date of earliest event reported: October 2, 1998 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 3140 DENVER, COLORADO 80202 (Address of principal executive offices) (303) 629-2440 (Registrant's telephone number, including area code) Page 1 of 6 ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS On October 2, 1998, the Company executed a Deposit Agreement with Seven Peaks Mining, Inc. ("Seven Peaks") for the sale of its entire interest in Cornerstone Industrial Minerals Corporation ("Cornerstone"). Also on October 2, Atlas filed a motion requesting approval of the Deposit Agreement with the Bankruptcy Court handling Atlas' Chapter 11 reorganization. Within ten days after approval of the Court and on the satisfaction of certain other conditions, Seven Peaks has agreed to make a cash tender offer for 100% of the outstanding Cornerstone shares at a price of C$0.12. Under the terms of the Deposit Agreement, Atlas has irrevocably agreed to deposit its 18,352,991 shares of Cornerstone (61%) to the Seven Peaks Offer. This transaction has been arranged by Monarch Financial Corporation. The total purchase price being paid by Seven Peaks is $4 million. Proceeds to Atlas are comprised of the share offer and satisfaction of debt owed Atlas by Cornerstone. Provided the cash tender offer is first approved and then is successful, Atlas will receive approximately $3 million comprised of $1.4 million for its shares and $1.6 million in satisfaction of the debt. In a separate agreement executed between Atlas and Seven Peaks on September 22, 1998, Atlas pledged its 61% ownership of Cornerstone against interim financing in the amount of $750,000. The Court approved $250,000 for disbursement to Atlas on September 25, 1998 and a hearing is set for October 14, 1998 for approval of the remaining $500,000. On closing of the Deposit Agreement described above, the $750,000 plus interest will be deducted from the proceeds due Atlas. ITEM 4. CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT By letter dated October 2, 1998, Ernst & Young LLP ("EY") resigned as auditors of Atlas Corporation (the "Company"). No report of EY during the past two years contained an adverse opinion or a disclaimer of opinion or was qualified with respect to audit scope or accounting principles. EY's reports on the financial statements of Atlas Corporation for the last two years were modified with respect to the uncertainty of the Company's ability to continue as a going concern. During the Company's two most recent fiscal years and subsequent interim period through October 9, 1998, there were no disagreements with EY on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure, which disagreements, if not resolved to the satisfaction of EY, would have caused it to make a reference to the subject matter of the disagreements in connection with its reports. No reportable event as defined in clauses (A) through (D) of Item 304(a)(1)(v) of Regulation S-K has occurred within the Company's two most recent fiscal years, or in the subsequent interim period. The Company has provided EY with a copy of this disclosure and attached as Exhibit 2 is the text of EY's letter addressed to the Securities and Exchange Commission in response to Item 304(a)(3) of Regulation S-K. Page 2 of 6 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: October 9, 1998 By: /s/ James R. Jensen ------------------- James R. Jensen Secretary and Chief Financial Officer Page 3 of 6 EXHIBIT INDEX
Exhibit No. Description Page No. - ----------- ----------- -------- 1. Letter, dated October 2, 1998 from Ernst & Young LLP to the Company. 5 2. Letter, dated October 8, 1998 from Ernst & Young LLP to the Securities and Exchange Commission. 6
Page 4 of 6 EX-1 2 ERNST & YOUNG LETTER DATED 10/2/98 EXHIBIT 1 [Ernst & Young LLP letterhead] October 2, 1998 Mr. James Jensen Chief Financial Officer Atlas Corporation 370 Seventeenth Street Denver, CO 80202 Dear Jim: This is to confirm that the client-auditor relationship between atlas Corporation (Commission File Number 1-2714) and Ernst & Young LLP has ceased. Very truly yours, /s/ Ernst & Young LLP cc: Office of the Chief Accountant SECPS Letter File Securities And Exchange Commission Mail Stop 11-3 450 Fifth Street, N.W. Washington, D.C. 20549 Page 5 of 6 EX-2 3 LETTER FROM ERNST & YOUNG TO SEC DATED 10/8/98 EXHIBIT 2 [Ernst & Young LLP letterhead] October 8, 1998 Securities and Exchange Commission 560 Fifth Street, N.W. Washington, DC 20549 Gentlemen: We have read Item 4 of form 8-K dated October 8, of Atlas Corporation and are in agreement with the statements contained in the second and third paragraphs on page two therein. We have no basis to agree or disagree with other statements of the registrant contained therein. /s/ Ernst & Young LLP Ernst & Young LLP Page 6 of 6 -----END PRIVACY-ENHANCED MESSAGE-----