-----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, JRCSnJk9wv6xPJg7PKr6/x28T9M+jNo3qw8hqSTIMqCtr8oLeKlR4nJCyDtQi+J0 d/wKbRaYCh226il7GiojVw== 0001014909-01-500133.txt : 20020410 0001014909-01-500133.hdr.sgml : 20020410 ACCESSION NUMBER: 0001014909-01-500133 CONFORMED SUBMISSION TYPE: 10QSB PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20010930 FILED AS OF DATE: 20011113 FILER: COMPANY DATA: COMPANY CONFORMED NAME: ATLAS MINERALS INC CENTRAL INDEX KEY: 0000008302 STANDARD INDUSTRIAL CLASSIFICATION: GOLD & SILVER ORES [1040] IRS NUMBER: 841533604 STATE OF INCORPORATION: CO FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10QSB SEC ACT: 1934 Act SEC FILE NUMBER: 001-02714 FILM NUMBER: 1782429 BUSINESS ADDRESS: STREET 1: 2323 S TROY ST STREET 2: BLDG 5-210 CITY: AURORA STATE: CO ZIP: 80014 BUSINESS PHONE: 3033060823 MAIL ADDRESS: STREET 1: 2323 S TROY ST STREET 2: BLDG 5-210 CITY: AURORA STATE: CO ZIP: 80014 FORMER COMPANY: FORMER CONFORMED NAME: ATLAS CORP DATE OF NAME CHANGE: 19920703 10QSB 1 f10q_sept2001.txt FORM 10-QSB - 9/30/01 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-QSB COMMISSION FILE NO. 1-2714 Mark One) (X) Quarterly Report Under Section 13 or 15(d) of the Securities Exchange Act of 1934 For the quarterly period ended September 30, 2001 or ( ) Transition Report Under Section 13 or 15(d) of the Securities Exchange Act of 1934 For the transition period from _________ to ________ ATLAS MINERALS INC. ---------------------------- (Formerly Atlas Corporation) (Exact name of small business issuer as specified in its charter) COLORADO 84-1533604 - ------------------------------- ---------------------- (State or other jurisdiction of (I. R. S. Employer incorporation or organization) Identification No.) 10920 West Alameda Ave., Suite 205, Lakewood, Colorado 80226 - ------------------------------------------------------- ---------- (Address of principal executive offices) (Zip Code) 303-306-0823 --------------------------- (Issuer's telephone number) Check whether the issuer (1) has filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the past 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes X No ----- ----- Check whether the registrant filed all documents and reports required to be filed by Section 12, 13 or 15(d) of the Exchange Act after the distribution of securities under a plan confirmed by a court. Yes X No ----- ----- As of November 8, 2001, 6,063,858 shares of Common Stock, par value $0.01 per share, were issued and outstanding. Transitional Small Business Disclosure Format (Check one): Yes No X ---- ---- Page 1 of 14 Independent Auditors' Report The Board of Directors and Stockholders Atlas Minerals Inc. We have reviewed the accompanying consolidated balance sheet of Atlas Minerals Inc. and subsidiaries as of September 30, 2001 and the related consolidated statements of operations for the three-month and nine-month periods ended September 30, 2001 and 2000 and cash flows for the nine-month periods ended September 30, 2001 and 2000. These consolidated financial statements are the responsibility of the Company's management. We conducted our reviews in accordance with standards established by the American Institute of Certified Public Accountants. A review of interim financial statements consists principally of applying analytical procedures to financial data and making inquiries of persons responsible for financial and accounting matters. It is substantially less in scope than an audit conducted in accordance with generally accepted auditing standards, the objective of which is the expression of an opinion regarding the financial statements taken as a whole. Accordingly, we do not express such an opinion. Based on our reviews, we are not aware of any material modifications that should be made to the accompanying consolidated financial statements for them to be in conformity with generally accepted accounting principles. We have previously audited, in accordance with generally accepted auditing standards, the consolidated balance sheet as of December 31, 2000, and the related consolidated statements of operations, stockholders' equity and cash flows (not presented herein) for the periods described in our report dated May 9, 2001, we expressed an unqualified opinion on those consolidated financial statements. In our opinion, the information set forth in the accompanying consolidated balance sheet as of December 31, 2000, is fairly stated in all material respects, in relation to the consolidated balance sheet from which it has been derived. /s/ Horwath Gelfond Hochstadt Pangburn, P.C. HORWATH GELFOND HOCHSTADT PANGBURN, P.C. Denver, Colorado November 8, 2001 Page 2 of 14 PART I. FINANCIAL INFORMATION Item 1. Financial Statements. --------------------
Atlas Minerals Inc. (Formerly Atlas Corporation) Consolidated Balance Sheets (in Thousands) September 30, December 31, 2001 2000 - --------------------------------------------------------------------------------------------------------------------------- (Unaudited) ASSETS Current assets: Cash and cash equivalents $ 70 $ 119 Accounts receivable - trade - 1,310 Accounts receivable - other 3 328 Assets held for sale 300 300 Inventories - 870 Prepaid expenses and other current assets 663 661 ---------------- ---------------- Total current assets 1,036 3,588 ---------------- ---------------- Property, plant and equipment 5 4,348 Less: accumulated depreciation, depletion and amortization (4) (744) ---------------- ---------------- 1 3,604 Assets held for sale 1,268 1,260 Other assets 376 782 ---------------- ---------------- $ 2,681 $ 9,234 ================ ================ LIABILITIES Current liabilities: Trade accounts payable $ 134 $ 761 Accrued liabilities 42 1,021 Short-term debt - 4,226 Estimated reorganization liabilities 182 189 ---------------- ---------------- Total current liabilities 358 6,197 ---------------- ---------------- Estimated reorganization liabilities 1,082 1,125 Other liabilities, long-term 146 588 ---------------- ---------------- Total long-term liabilities 1,228 1,713 ---------------- ---------------- Total liabilities 1,586 7,910 ---------------- ---------------- Commitments and contingencies STOCKHOLDERS' EQUITY Preferred stock, par $1 per share; authorized 1,000,000; no shares issued and outstanding - - Common stock, par value $0.01 per share; authorized 100,000,000; issued and outstanding 6,064,000 at September 30, 2001 and December 31, 2000 61 61 Capital in excess of par value 2,999 2,999 Deficit (1,965) (1,736) ---------------- ---------------- Total stockholders' equity 1,095 1,324 ---------------- ---------------- $ 2,681 $ 9,234 ================ ================
See notes to consolidated financial statements. Page 3 of 14
Atlas Minerals Inc. (Formerly Atlas Corporation) Consolidated Statements of Operations (In Thousands, Except Per Share Data, Unaudited) Three Months Ended Nine Months Ended September 30, September 30, ---------------------------------- ---------------------------------- 2001 2000 2001 2000 ---------------- -------------- --------------- --------------- Mining revenue $ - $ 707 $ - $ 2,376 Costs and expenses: Production costs - 697 - 2,232 Depreciation, depletion and amortization - 178 - 533 Impairment of mineral property - - - 683 General and administrative expenses 125 66 234 305 ---------------- -------------- --------------- --------------- Gross operating loss (125) (234) (234) (1,377) Other (income) and expense: Interest expense - 114 1 323 Interest income - - (5) (2) Other - (333) (1) (354) ---------------- -------------- --------------- --------------- Loss before income taxes (125) (15) (229) (1,344) Provision for income taxes - - - - ---------------- -------------- --------------- --------------- Net loss $ (125) $ (15) $ (229) $ (1,344) ================ ============== =============== =============== Basic and diluted loss per share of common stock $ (0.02) $ (0.00) $ (0.04) $ (0.22) ================ ============== =============== =============== Weighted average number of common shares outstanding 6,064 6,064 6,064 6,064 ================ ============== =============== ===============
See notes to consolidated financial statements. Page 4 of 14
Atlas Minerals Inc. (Formerly Atlas Corporation) Consolidated Statements of Cash Flows (In Thousands, Unaudited) Nine Months Ended September 30, -------------------------------------------- 2001 2000 ------------------- ----------------- Operating activities: Net loss $ (229) $ (1,344) Add (deduct) non-cash items: Depreciation, depletion and amortization 2 534 Impairment of mineral property - 683 Net change in non-cash items related to operations (Note 3) (148) (572) ------------------- ----------------- Cash used in operating activities (375) (699) ------------------- ----------------- Investing activities: Additions to property, plant and equipment - (240) Reduction in cash resulting from abandonment of Arisur (6) - Investment in assets held for sale and other assets (102) (142) Proceeds from sale of assets held for sale and other assets 484 456 ------------------- ----------------- Cash provided by investing activities 376 74 ------------------- ----------------- Financing activities: Net borrowings of short-term debt - 552 Payments of estimated reorganization liabilities (50) (5) ------------------- ----------------- Cash provided by (used in) financing activities (50) 547 ------------------- ----------------- Decrease in cash and cash equivalents (49) (78) Cash and cash equivalents: Beginning of period 119 202 ------------------- ----------------- End of period $ 70 $ 124 =================== =================
See notes to consolidated financial statements. Page 5 of 14 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 1. The accompanying consolidated financial statements have been prepared in accordance with generally accepted accounting principles for interim financial information and with the instructions to Form 10-QSB and Item 310(b) of Regulation S-B. Accordingly, they do not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements. There has not been any change in the significant accounting policies of Atlas Minerals Inc. (the "Company") for the periods presented. In the opinion of Management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included. The results for these interim periods are not necessarily indicative of results for the entire year. These statements should be read in conjunction with the consolidated financial statements and notes thereto included in the Company's Annual Report on Form 10-KSB for the fiscal year ended December 31, 2000. 2. The accompanying consolidated financial statements include the accounts of Atlas Minerals Inc. ("Atlas") (formerly Atlas Corporation) and its wholly-owned subsidiary, Arisur Inc. ("Arisur") and its approximately 85% ownership of Atlas Precious Metals Inc. ("APMI"), which in turn owns approximately 63% of Atlas Gold Mining Inc. ("AGMI") (collectively the "Company" or "Reorganized Company"). 3. The components of the net change in items other than cash related to operating activities as reflected in the Consolidated Statements of Cash Flows are as follows:
Nine Months Ended September 30, ------------------------------------------ (in thousands) 2001 2000 -------------------------------------------------------------------------------------------------------------- Add (deduct) items other than cash: Accounts receivable $ (3) $ (699) Inventories - (63) Prepaid expenses and other current assets (12) 1 Other assets - - Trade accounts payable (94) 204 Accrued liabilities (28) 49 Other liabilities, long-term (11) (64) ------------------ ------------------- $ (148) $ (572) ================== ===================
Net cash used for operating activities reflects cash payments for interest and income taxes as follows: Nine Months Ended September 30, ------------------------------------------ (in thousands) 2001 2000 -------------------------------------------------------------------------------------------------------------- Interest $ 1 $ 111 Income taxes - -
During the nine month period ended September 30, 2001, the Company abandoned its investment in Arisur (Note 4). Page 6 of 14 Assets abandoned: (thousands) Current assets, net of cash and cash equivalents $ 2,517 Property plant and equipment, net 3,601 Long-lived assets 17 -------- 6,135 -------- Liabilities abandoned: Current liabilities 5,710 Long-term liabilities 431 -------- 6,141 -------- Cash and cash equivalents abandoned $ 6 ======== 4. On May 9, 1999, Arisur defaulted on a payment of $478,000 due under its loan agreement with Corporacion Andina de Fomento ("CAF"). Subsequently CAF agreed to restructure the remaining balance of the debt under the condition that Arisur demonstrate that it had a minimum of four years of proven reserves at a production rate of 400 tonnes per day at Arisur's Andacaba mine. In April 2000, Latinamerican Investment Advisory Group ("LIAG"), an independent Latin American engineering firm retained by CAF, confirmed the required amount of reserves and recommended additional investment in the operation in order to assure a sustainable production rate of 400 tonnes per day. Despite this report, the Company and CAF were unable to negotiate a restructuring of the loan. The Company investigated all feasible actions to continue the Arisur operations. These actions included investigating alternative sources of debt and equity financing in order to provide additional investment to Arisur, and consideration of possible restructuring of the Arisur operations. These actions continued into the first quarter of 2001 and ultimately proved unsuccessful due to weakness in mineral prices, continuing losses from Arisur's operations, and the inability to identify alternative sources of debt or equity financing at costs acceptable to management. During the first quarter of 2001, CAF began foreclosure proceedings against Arisur and the Company's participation in Arisur's operation was terminated. Therefore the investment in Arisur was effectively abandoned as of January 1, 2001. The Company has decided to concentrate its remaining resources on other opportunities. During the year ended December 31, 2000, the Company recorded an impairment charge of $683,000 related to the Andacaba mine. The impairment charge was measured based on the amount by which the carrying value of the property exceeded its estimated fair value. Atlas Minerals, Inc. and its other subsidiaries have not guaranteed any liabilities of Arisur. All assets, liabilities, revenues and expenses of Arisur have been eliminated from the accounts of the Company effective January 1, 2001. 5. In June 1998, the Financial Accounting Standards Board issued SFAS No. 133, Accounting for Derivative Instruments and Hedging Activities. This statement, as amended, is effective for fiscal years beginning after June 15, 2000. Currently, the Company does not have any derivative financial instruments and does not participate in hedging activities. Therefore, management believes that SFAS No. 133 will not have an impact on its financial position or results of operations. In December 1999, the staff of the Securities and Exchange Commission issued Staff Accounting Bulletin ("SAB") No. 101, Revenue Recognition in Financial Statements. SAB No. 101, as amended by SAB No. 101A and SAB No. Page 7 of 14 101B, is effective no later than the fourth fiscal quarter of fiscal years beginning after December 15, 1999. SAB No. 101 provides the Staff's views in applying generally accepted accounting principles to selected revenue recognition issues. The Company believes that it complies with the accounting and disclosure described in SAB No. 101; therefore, management believes that SAB No. 101 will not impact the Company's financial statements. In July 2001, The Financial Accounting Standards Board (FASB) issued SFAS No. 141, Business Combinations, and SFAS No. 142, Goodwill and Other Intangible Assets. SFAS No. 141 requires that the purchase method of accounting be used for all business combinations initiated after June 30, 2001. Use of the pooling-of-interests method will be prohibited after that date. SFAS No. 142 changes the accounting for goodwill and intangible assets with indefinite lives from an amortization method to an impairment-only approach and requires intangible assets with finite lives to be amortized over their useful lives. Thus, amortization of goodwill and intangible assets with indefinite lives will cease upon adoption of the statement. SFAS No. 142 is required to be applied to fiscal years beginning after December 15, 2001. The Company does not expect that the adoption of SFAS No. 141 will have a significant immediate impact on the financial condition or results of operations as the Company has no current planned business combinations. The Company is currently assessing the impact, if any, that SFAS No. 142 may have on its financial condition or results of operation. In August 2001, the FASB issued SFAS No. 144, Accounting for Impairment or Disposal of Long-Lived Assets, which addresses accounting and financial reporting for the impairment or disposal of long-lived assets. This statement is effective for fiscal years beginning after December 15, 2001. The Company is currently assessing the impact, if any, that SFAS No. 144 may have on its financial condition and results of operations. 6. Atlas was in an adversary proceeding against TRW, Inc. ("TRW") and the United States Environmental Protection Agency (the "EPA") pending before the Bankruptcy Court, District of Colorado. This action was brought by Atlas seeking a declaratory judgment that Atlas' obligations under a Consent Decree between Atlas, TRW and the EPA (the "Decree") have been discharged under its confirmed Reorganization Plan. TRW and the EPA asserted that obligations under the Decree are not dischargeable under Federal bankruptcy laws. On October 4, 2000, Atlas and the EPA entered into a settlement agreement whereby the EPA concurred with Atlas that all obligations to reimburse the EPA for response and oversight costs at the Coalinga mine-site ("Coalinga") under the Decree are discharged. The parties also agreed that Atlas "remains obligated to perform any further "injunctive relief" which may be required under the Decree." Injunctive relief constitutes clean-up, maintenance or operation activities at the Coalinga mine-site should they become necessary in the future, but does not include ongoing oversight and response costs as defined in the Decree. The Company considers the chance of future "injunctive relief" costs to be remote. On February 5, 2001, the Court granted a partial summary judgement, in favor of Atlas, that $411,000 of the $534,000 claimed by TRW was discharged by Atlas' confirmed Plan of Reorganization. The claim for the remaining $123,000, which represents TRW's estimate of future response cost obligations under the Decree, was still pending before the Court until October, 2001. In October the Bankruptcy Court approved a settlement between the Company and TRW Inc under which the Company agreed to repurchase 146,415 shares of common stock owned by TRW Inc. for $30,000 payable in three equal installments. The first installment was paid to TRW Inc. in October, 2001. The second installment will be due in December, 2001 with the final payment due March, 2002. Page 8 of 14 Item 2. Management's Discussion and Analysis ------------------------------------ "SAFE HARBOR" STATEMENT UNDER THE UNITED STATES PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995. Statements which are not historical facts contained in this Form 10-QSB are forward looking statements that involve risks and uncertainties that could cause actual results to differ from projected results. Factors that could cause actual results to differ materially include, among others: general economic conditions, metal and mineral prices, political events in foreign countries, the risks associated with foreign operations generally, the timing of receipt of necessary governmental permits, climatic conditions, labor relations, availability and cost of material and equipment, the actual configuration of ore bodies, delays in anticipated start-up dates, environmental risks, the results of financing efforts and other risk factors detailed in the Company's Form 10-KSB for the year ended December 31, 2000 filed with the Securities and Exchange Commission. RECENT EVENTS In September 1998, the Predecessor Entity filed a petition for relief under Chapter 11 of the federal bankruptcy laws in the United States Bankruptcy Court of the District of Colorado (the "Court"). On January 26, 1999, APMI and AGMI also filed for relief under Chapter 11. The Company's other subsidiary, Arisur did not file for Chapter 11 protection. Under a plan of reorganization approved by the Court on December 11, 1999 (the "Reorganization Plan"), primarily all of Atlas', APMI, and AGMI's liabilities were discharged for consideration of stock in the Reorganized Company and contingent cash distributions to be made upon the sale/realization of certain assets of the Reorganized Company. Arisur's liabilities were not affected by the reorganization. On May 9, 1999, Arisur defaulted on a payment of $478,000 due under its loan agreement with Corporacion Andina de Fomento ("CAF"). Subsequently CAF agreed to restructure the remaining balance of the debt under the condition that Arisur demonstrate that it had a minimum of four years of proven reserves at a production rate of 400 tonnes per day at Arisur's Andacaba mine. In April 2000, Latinamerican Investment Advisory Group ("LIAG"), an independent Latin American engineering firm retained by CAF, confirmed the required amount of reserves and recommended additional investment in the operation in order to assure a sustainable production rate of 400 tonnes per day. Despite this report, the Company and CAF were unable to negotiate a restructuring of the loan. The Company investigated all feasible actions to continue the Arisur operations. These actions included investigating alternative sources of debt and equity financing in order to provide additional investment to Arisur, and consideration of possible restructuring of the Arisur operations. These actions continued into the first quarter of 2001 and ultimately proved unsuccessful due to weakness in mineral prices, continuing losses from Arisur's operations, and the inability to identify alternative sources of debt or equity financing at costs acceptable to management. During the first quarter of 2001, CAF began foreclosure proceedings against Arisur and the Company's participation in Arisur's operation was terminated. Therefore the investment in Arisur was effectively abandoned as of January 1, 2001. The Company has decided to concentrate its remaining resources on other opportunities. During the year ended December 31, 2000, the Company recorded an impairment charge of $683,000 related to the Andacaba mine. Atlas Minerals, Inc. and its other subsidiaries have not guaranteed any liabilities of Arisur. Page 9 of 14 At the Company's annual shareholder meeting held on September 7, 2001, four new directors and one incumbent director were elected to the Board. The current Board members are David Groshoff, Robert Miller, H. R. (Roy) Shipes, Gary E. Davis, and Douglas Cook. Messrs. Groshoff and Miller are affiliated with the Company's two largest shareholders, Pension Benefit Guaranty Corporation and Lindner Asset Allocation Fund, respectively. Mr. Shipes is the Company's third largest shareholder. Mr. Davis is a former President and Director of the Company (1995-1996). Mr. Cook was Chairman of the Company from 1996 to 1998 and was the only existing Board member to be re-elected. Subsequent to the shareholder meeting, the Board elected Gary E. Davis as Chairman, Principal Financial Officer and Corporate Secretary and Roy Shipes as Chief Executive Officer. CAPITAL RESOURCE REQUIREMENTS LIQUIDITY As of September 30, 2001, the Company's working capital was $678,000, compared to a deficit of $2,609,000 as of December 31, 2000. The Company's current ratio at September 30, 2001 was 2.89 to 1, compared to .58 to 1 at December 31, 2000. The deficit position at December 31, 2000 was a result of the inclusion of the Arisur balance sheet figures, which have been eliminated at June 30, 2001 as described above under "Recent Events." Without the Arisur figures, working capital would have been $578,000 with a current ratio of 2.19 to 1 at December 31, 2000. The increase was primarily a result of the receipt of several insurance settlements netting to $390,000 during the period ended September 30, 2001. This amount was offset by operating costs of $232,000, expenses for the sale of assets held for sale of $8,000 and the reclassification of estimated reorganization liabilities from long-term to short-term of approximately $43,000. As described under "Recent Events", the Company has effectively abandoned its investment in Arisur in the first quarter of 2001 and is continuing its efforts for the sale/realization of its North American assets. These assets include the salvaging of its Gold Bar mill, sale of the Grassy Mountain property and the pursuit of general liability insurance claims against various insurance carriers for costs incurred to reclaim the Moab uranium tailings pile. The Company believes that these activities should provide sufficient cash for the Company to continue operations through 2001. RESULTS OF OPERATIONS The Company had mining revenue of $0 for the both the three-month and nine-month periods ended September 30, 2001 compared to $707,000 and $2,376,000, respectively in the same periods of 2000. The reduction was due to the abandonment of the Arisur operation as described above. Production costs were also $0 in 2001 compared to $697,000 and $2,232,000 for the three-month and nine-month periods ended September 30, 2000, also due to the abandonment of the Arisur operation as described above. General and administrative expenses for the nine months ended September 30, 2001 were $234,000 compared to $305,000 for the comparable period in 2000. Salaries and benefits expenses decreased during the period to $56,000 from $151,000 in the same period of 2000 as a result of a reduction in personnel at the Company's Page 10 of 14 headquarters in Aurora, Colorado from three employees to one for the majority of the period. Insurance costs also were reduced from $45,000 in 2000 to $18,000 in 2001 as the Company reduced/eliminated unnecessary insurance coverage in late 2000. Rent expense also declined from $23,000 to $5,000 as a result of the move to smaller offices. Other cost areas reduced include travel costs and general office costs. These lower costs were partially offset by increased legal fees from $18,000 in 2000 to $74,000 in 2001. The increased legal fees were due to the costs associated with compliance with SEC requirements in connection with the shareholders meeting held September 7, 2001 at which new management was elected. Another increase in general and administrative expenses was attributable to the recording of $10,000 of costs associated with the October, 2001 settlement with TRW, Inc. For the three months ended September 30, 2001, general and administrative costs were $125,000 compared to $66,000 in the previous year. The increase was primarily due to a increase in legal fees from $4,000 during 2000 to $57,000 during 2001 due to the costs associated with compliance with SEC requirements in connection with the shareholders meeting held September 7, 2001 at which new management was elected. Other increased expenses includes the $10,000 related to the TRW, Inc. settlement discussed above. These increased expenses were partially offset by a decrease in salary and benefit costs of from $25,000 to $15,000 for the same reason as described above. Insurance also was reduced by $8,000 during the quarter and rent costs by $5,000. Interest expense incurred during the three-month and nine-month periods ended September 30, 2001 was $0 and $1,000, respectively compared to $114,000 and $323,000 for the respective periods in 2000. All interest bearing debt of the Company was held by Arisur and has been written off as a result of the mine closure discussed above under "Recent Events." During the nine months ended September 30, 2001 and 2000, the Company incurred $0 and $240,000 in capital expenditures, substantially all of which related to normal mine development costs at the operation in Bolivia. Page 11 of 14 PART II. OTHER INFORMATION Item 1. Legal Proceedings ----------------- None Item 2. Changes in Securities --------------------- None Item 3. Defaults upon Senior Securities ------------------------------- None Item 4. Submission of Matters to a Vote of Security Holders --------------------------------------------------- An annual meeting of shareholders of the Company was held on September 7, 2001. At the annual meeting, the shareholders elected four new directors and one prior director. The newly elected directors were Gary E. Davis, David A. Groshoff, Robert Miller and H.R. (Roy) Shipes. Douglas R. Cook was re-elected to the Board. The following table sets forth the slate of directors voted upon at the annual meeting of shareholders and the number of votes cast for, against and abstained with respect to each director nominee: Name of Nominee Votes For Votes Against Abstentions --------------- --------- ------------- ----------- Guillermo A. Blacker 199,725 0 0 Richard E. Blubaugh 199,725 0 0 David J. Carroll 199,725 0 0 C. Thomas Ogryzlo 199,725 0 0 Dr. Henry J. Sandri 199,725 0 0 Douglas R. Cook 3,047,527 0 0 Gary E. Davis 3,047,527 0 0 David A. Groshoff 3,047,527 0 0 Robert Miller 3,047,527 0 0 H. R. (Roy) Shipes 3,047,527 0 0 For additional information, please see the Company's definitive Information Statement pursuant to Section 14(c) of the Securities and Exchange Act of 1934 filed with the Securities and Exchange Commission on August 16, 2001 and which is incorporated herein by this reference and filed as Exhibit 20.1 to this Form 10-QSB. Item 5. Other Information ----------------- None Page 12 of 14 Item 6. Exhibits and Reports on Form 8-K -------------------------------- a. Exhibits 20.1 Definitive Information Statemement pursuant to Section 14(c) of the Securities and Exchange Act of 1934 (filed with the Securities and Exchange Commission on August 16, 2001) b. Reports on Form 8-K Form 8-K dated September 17, 2001 filed with the Securities and Exchange Commission on September 20, 2001 pursuant to which the Company's filed its press release announcing the election of a new Board of Directors. Page 13 of 14 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 thereunto duly authorized. ATLAS MINERALS INC. ------------------- (Registrant) By: /s/ Gerald E. Davis ------------------------------- Gerald E. Davis Principal Financial Officer and Corporate Secretary Date: November 12, 2001 /s/ Gerald E. Davis ------------------------------- Gerald E. Davis Principal Financial Officer and Corporate Secretary Page 14 of 14 EX-20 3 def_infostatement.txt EXHIBIT 20.1-INFORMATION STATEMENT Schedule 14C Information Required in Information Statement - -------------------------------------------------------------------------------- SCHEDULE 14C INFORMATION Information Statement Pursuant to Section 14(c) of the Securities Exchange Act of 1934 Check the appropriate box: [ ] Preliminary Information Statement. [ ] Confidential, for Use of the Commission Only (as permitted by Rule 14c-5(d)(2)). [X] Definitive Information Statement. Atlas Minerals Inc. ----------------------- (Name of Registrant as Specified in Its Charter) Payment of Filing Fee (Check the appropriate box): [X] No fee required. [ ] Fee computed on table below per Exchange Act Rules 14c-5(g) and 0-11: (1) Title of each class of securities to which transaction applies: (2) Aggregate number of securities to which transaction applies: (3) Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the filing fee is calculated and state how it was determined): (4) Proposed maximum aggregate value of transaction: (5) Total fee paid: [ ] Fee paid previously by written preliminary materials. [ ] Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing. (1) Amount Previously Paid: (2) Form, Schedule or Registration Statement No.: (3) Filing Party: (4) Date Filed: - -------------------------------------------------------------------------------- Schedule 14C [GRAPHIC OMITTED] DRAFT - -------------------------------------------------------------------------------- ATLAS MINERALS INC. August 16, 2001 Dear Shareholder: We cordially invite you to attend Atlas Minerals Inc.'s Annual Meeting of Shareholders at 10:00 A.M. on September 7, 2001, at the offices of Jones & Keller, P.C., 1625 Broadway, Suite 1600, Denver, Colorado 80202. The Secretary's Notice of Meeting and the accompanying Information Statement describe the business of the Annual Meeting of Shareholders. The Annual Report of the Company is being mailed to you herewith. Sincerely, James R. Jensen Corporate Secretary ATLAS MINERALS INC. NOTICE OF ANNUAL MEETING OF SHAREHOLDERS The annual meeting of Shareholders of Atlas Minerals Inc. will be held at the offices of Jones & Keller, P.C., 1625 Broadway, Suite 1600, Denver, Colorado 80202 on September 7, 2001, at 10:00 A.M., for the following purpose: 1. To elect five directors to hold office until the 2002 Annual Meeting of Shareholders and until their successors shall be elected and shall qualify. 2. To transact any other business that may properly come before the meeting or any adjournments thereof. Only Shareholders of record at the close of business on August 10, 2001 are entitled to notice of and to vote at the meeting. James R. Jensen Corporate Secretary August 16, 2001 ATLAS MINERALS INC. INFORMATION STATEMENT INTRODUCTION This Information Statement is being furnished by Atlas Minerals Inc. ("Atlas") to its Shareholders in connection with the Annual Meeting of Shareholders (the "Meeting") to be held on September 7, 2001 and at any adjournments thereof (the "Meeting"). The Meeting will be held at the offices of Jones & Keller, P.C., 1625 Broadway, Suite 1600, Denver, Colorado 80202 on September 7, 2001, at 10:00 A.M. The purpose of the Meeting is (1) to consider and vote upon the election of five directors to hold office until the 2002 Annual Meeting of Shareholders and until their successors shall be elected and shall qualify and (2) to transact such other business as may properly come before the Meeting or any adjournments thereof. This Information Statement was first mailed or given to Shareholders on or about August 17, 2001. The principal executive offices of Atlas are located at 2323 South Troy Street, Suite 5-210, Aurora, Colorado 80014 (telephone: 303-306-0823). VOTING Record, Date and Outstanding Shares The only class of voting securities of Atlas is its Common Stock. On August 10, 2001, the record date for the determination of Shareholders entitled to notice of and to vote at the Meeting, 6,061,229 shares of Common Stock were outstanding. Only Shareholders of record at the close of business on the record date are entitled to notice of and to vote at the Meeting. WE ARE NOT ASKING YOU FOR A PROXY AND YOU ARE REQUESTED NOT TO SEND US A PROXY. The management of Atlas is not soliciting proxies because a group of dissident shareholders (the "Dissident Group") holding approximately 43.0% of the outstanding shares of Common Stock has advised Atlas that such holders, acting together, intend to nominate their own slate of persons for election as the Board of Atlas and to vote for such nominees. In light of the size of the Dissident Group's holdings, the current Board and management of Atlas realize the likelihood of winning the election, even if proxies were solicited, is sufficiently remote that management is not soliciting proxies. Quorum and Voting Shareholders have one vote for each share of Atlas Common Stock registered in their names. The presence, in person or by proxy, of the holders of at least a majority of the total number of outstanding shares of Atlas Common Stock entitled to vote at the Meeting is necessary to constitute a quorum for the conduct of business. In the election of directors cumulative voting is not permitted and the five candidates receiving the highest number of votes cast at the Meeting will be elected. Accordingly abstentions or broker non-votes will have no impact on the election. In all other matters, action is approved if the votes cast in favor exceed the votes cast in opposition, and therefore abstentions and broker non-votes will not be the equivalent of negative votes. Neither Atlas nor its Board of Directors intends to bring before the Meeting any matter other than the election of Directors. ELECTION OF DIRECTORS Five Directors are to be elected to hold office until the upcoming Annual Meeting of Shareholders and until the directors' successors are elected and qualified. Listed below are the six current directors, five of whom have been selected by the Board of Directors for nomination for re-election. The Board of Directors has determined to reduce the number of directors to five effective with the election of directors at the Meeting.
Information Concerning Current Directors and Board Approved Nominees Principal Occupation, Past Five Year's Business Director Experience Name Since and Other Directorships Held Age - -------------------------- ----------- --------------------------------------------------------------------- ----- Guillermo A. Blacker 2000 Consultant to industry worldwide. Previously Director, Business 54 Development for Jacobs Engineering Group Inc. and prior to 1997 was founding Director and Executive Vice President of MinCorp Ltd. And Chief Executive of MinCorp Engineers and Constructors. Richard E. Blubaugh 1998 Currently an environmental consultant. Executive Vice President of 54 the Corporation from 1998 to August 2000 and prior to that served as Vice President of Environmental and Governmental Affairs. David J. Carroll 2000 Stockbroker and registered principal with Mericka & Co., a NASD 58 member firm. Also owner and operator of Carroll Resources, an oil and gas producer. C. Thomas Ogryzlo 1993 President and CEO of Canatec Development Corporation, a mining 62 concern. Prior to 2000, President and CEO of Black Hawk Mining Inc., and its wholly owned subsidiary Triton Mining Corporation, both gold mining companies. Prior to August 1997 Chairman of Kilborn SNC-Lavalin Mining, an engineering firm. Director of Franco Nevada Gold Corporation, Tiomin Resources and Vista Gold Corp. Dr. Henry J. Sandri 2000 Manager of Consulting Services with K&M Engineering & Consulting 49 Corporation. Previously Dr. Sandri was a Senior Associate and Principal with Behre Dolbear & Company, Inc., a mining industry consulting firm and prior to that, Dr. Sandri held the positions of Assistant Vice President - Planning and Business Development for Inco Ltd., and Senior Corporate Planner for Burlington Northern Inc. Director of Bravo Resource Partners Inc. Douglas R. Cook (1) 1988 President of Cook Ventures, Inc., a geological consulting firm. 75 Chairman of the Board of Atlas form November 1, 1996 to September 18, 1998. Director, Parker Mining Company, primarily gold and cobolt exploration, since March 2001. Director, Pegasus Mining Corporation, a gold mining concern, April 1991 to January 1999. Director, Archangel Diamond Corporation, December 1996 to July 1998. - ----------- (1) This Director was not selected by the Board of Directors for nomination for re-election, although he has been selected by the Dissident Group as one of its nominees. THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE FOR APPROVAL OF THE FIRST FIVE ABOVE LISTED NOMINEES FOR ELECTION AS DIRECTORS. The Dissident Group, composed of Lindner Asset Management Inc., Pacholder Associates, Inc., H.R. Shipes and Gerald E. Davis, has advised management of Atlas that it intends to place the names of the following five persons in nomination for the five positions on the Board to be filled by the shareholders at the Meeting. The information about these persons has been supplied by the Dissident Group. 2 Information Concerning Dissident Group's Nominees Principal Occupation, Past Five Year's Business Experience Name and Other Directorships Held Age - -------------------------- --------------------------------------------------------------------- ------- Douglas R. Cook President of Cook Ventures, Inc., a geological consulting firm. (See 75 immediately preceeding table for additional information.) Gerald E. Davis Chief financial officer and previously other management positions 52 with Archangel Diamond Corporation, Denver, Colorado; consultant to mining industry, January-July 1997; President and a director of Atlas, August 1995 through December 1996, chief executive officer of its subsidiary Cornerstone Industrial Minerals Company, June 1995 through December 1996. David A. Groshoff Senior Vice President and Assistant General Counsel and previously 29 other positions with Pacholder Associates, Inc. since September 1997; and May 1995 through August 1997 employed by Katz Management Group, a professional athlete representation firm. Mr. Groshoff has been a director of Allis Chalmers since October 1999. Robert Miller Vice President - chief financial officer since April 2001 and 44 director, Lindner Asset Management, Inc., investment advisor to Lindner Funds; Vice President, Franklin Enterprises, Inc., private investment management, since 1987. H.R. Shipes President of Mining and Construction Suppliers, Inc. Tucson, 58 Arizona, since March 2000; President of Western States Engineering, Tucson, Arizona, since January 1996; President of Ameritco International, a Canadian mining company, 1990 to present, a wholly-owned subsidiary of which filed a Chapter 11 Bankruptcy in January 1997.
BOARD COMMITTEES Atlas has an Audit Committee and a Compensation Committee, of which the Board of Directors appoints all members. The Compensation Committee consists of Messrs. Ogryzlo, Blubaugh and Blacker. The Audit Committee consists of Messrs. Carroll and Sandri. The principal functions of the Audit Committee are to recommend the selection of Atlas' auditors, review with the auditors the scope and anticipated cost of their audit and receive and consider a report from the auditors concerning their conduct of the audit. The principal functions of the Compensation Committee are to recommend changes in compensation plans and the adoption of new compensation plans and to recommend compensation for senior officers of Atlas. During the year ended December 31, 2000, the Audit Committee held one meeting and the Compensation Committee held no meetings. DIRECTORS' ATTENDANCE During the year ended December 31, 2000, the Board met seven times. Each director attended 85% or more of the total number of Board meetings and meetings of Board committees on which that director served during that year. COMMON STOCK OWNERSHIP The following table sets forth certain information at August 10, 2001, regarding the beneficial ownership by (i) persons known to Atlas to own more than 5 percent of Atlas Common Stock, (ii) each director of Atlas, (iii) Atlas' sole executive officer, and (iv) all directors and the sole executive officer as a group. No officer or director owned any stock in any subsidiary of Atlas as of August 10, 2001. 3 Common Stock Ownership Table Number of Shares And Nature of Percent Name Beneficial Ownership of Class ---- -------------------- -------- Lindner Asset Management Inc. (1) 959,981 (2) 15.83% 520 Lake Cook Road, Suite 380 Dearfield, IL 60015 Pacholder Associates, Inc. (1) 822,841 (3) 13.57% 8044 Montgomery Road, Suite 480 Cincinnati, OH 45236 H. R. Shipes (1) 789,927 13.03% 11251 E. Camino del Sahuaro Tucson, AZ 85711 Gerald E. Davis (1) 32,941 * 34 Lark Bunting Lane Littleton, CO 80127 Guillermo A. Blacker, Director - * Richard E. Blubaugh, Director 193,462 (4) 3.19% David J. Carroll, Director 24,499 (5) * Douglas R. Cook, Director 25,595 (6) * C. Thomas Ogryzlo, Director 3,291 * Dr. Henry J. Sandri, Director - * James R. Jensen, Chief Financial Officer 195,493 3.22% All executive officers and directors as a group 442,319 (7) 7.25% (7 persons) - - ---------- * Represents less than 1% ownership interest. (1) Members of Dissident Group, all members of which have agreed to vote together in the election of Directors. (2) Atlas has been advised by the Dissident Group that such shares are beneficially owned by Lindner Asset Management, Inc. although "owned by Lindner Asset Allocation Fund." (3) Atlas has been advised by the Dissident Group that such shares are beneficially owned by Pacholder Associates, Inc. "as agent for Pension Benefit Guaranty Corporation." (4) Includes 184,991 shares directly owned and 8,471 shares held beneficially under retirement accounts. (5) Includes 19,166 shares directly owned by Mr. Carroll, 4,000 shares held beneficially in Mr. Carroll's retirement account, and 1,333 held as custodian for Mr. Carroll's minor child. (6) Includes 66 shares of common stock directly owned and 25,529 shares issued in accordance with the Reorganization Plan of Atlas. (7) Includes (i) 424,264 shares directly owned, (ii) 16,722 shares held beneficially under retirement accounts and (iii) 1,333 shares held as a custodian for a minor child. 4 Atlas knows of no arrangement which has or may result in a change of control of Atlas except the arrangement under which the members of the Dissident Group have selected their slate of nominees for election as directors and have agreed to vote for the election of such nominees. The members of the Dissident Group might be deemed to have acquired control of Atlas by virtue of their agreement on June 18, 2001 to combine their voting power in the election of Directors. Dissident Group members Lindner Asset Management, Inc., Pacholder Associates, Inc., H.R. Shipes and Gerald E. Davis acquired their shares, together with claims in differing proportions for cash payments from the sale of Atlas' interests in various properties, through converting claims against Atlas of $3,500,000, $3,000,000, $2,880,000 and $120,246, respectively, pursuant to Atlas' plan of reorganization in its proceedings under Chapter 11 of the Bankruptcy Code in December 1999. The Dissident Group has stated that no loans were involved in the acquisition of any shareholdings by Dissident Group members. EXECUTIVE COMPENSATION The following table sets forth all compensation paid Atlas, for the years ended December 31, 2000, 1999 and 1998 to its chief executive officer. No executive officer received cash compensation in excess of $100,000 during 2000.
Summary Compensation Table Annual Compensation ----------------------- Other Annual All Other Year or Period Compen- Compen- Name and Principal Position Ended Salary sation sation - - ------------------------------------------------------------------------------------------ Gregg B. Shafter, President (1) Dec. 31, 2000 $ 19,307 $ - $ - Dec. 31, 1999 115,337 - 3,498 (3) Dec. 31, 1998 108,505 1,546 (2) 6,510 (3)
- - ---------- (1) Mr. Shafter resigned as President and a Director on February 10, 2000. (2) Includes certain perquisites, such as car allowances and life insurance premiums paid by Atlas. (3) Includes contributions by Atlas to the Investment Savings Plan for Employees of Atlas. Directors are paid $1,000 for each meeting attended in person and $500 for each participated in by telephone. Directors are paid $500 for each committee meeting attended. Investment and Savings Plan. The Atlas Investment and Savings Plan (the "Plan") benefits employees of Atlas and its subsidiaries who have completed six months of service. Each participant under the Plan must be at least 21 years of age. Under the Plan, an employee may elect to contribute, pursuant to a salary reduction election, not less than 1% and not more than 10% of the employee's annual compensation. Atlas makes a matching contribution of 100% of the amount contributed by the employee, but not more than 6% of the employee's annual compensation. In addition, Atlas may make special contributions to the Plan, but these special contributions may not exceed the maximum amount deductible under Section 404(a)(3)(A) of the Internal Revenue Code of 1986, as amended (the "Code"). Employee contributions may be invested in a number of investment options, but not common stock of Atlas. All matching and special contributions to the Plan are invested in shares of common stock of Atlas. Presently, all contributions to the Plan have ceased and Atlas is in the process of terminating the Plan. COMPENSATION COMMITTEE The Atlas Compensation Committee (the "Committee") consists of three outside non-employee Directors, namely C. Thomas Ogryzlo, Richard E. Blubaugh and Guillermo A. Blacker. The Committee establishes and reviews Atlas's executive compensation policies and the compensation paid to the individuals. 5 It is the policy of the Committee to monitor the goals of Atlas's executive officers as they continue to strive to improve corporate performance and increase shareholder value. It is the Committee's goal that executive compensation be linked to competitive conditions and to expected contributions to improvements in Atlas' performance and share price. The Committee believes that this policy will contribute to the maximization of the possibilities for enhanced shareholder value by assisting Atlas in attracting, retaining and motivating executive officers and employees who will contribute to the growth and success of Atlas. The principal components of the compensation program are basic salary and, in appropriate cases, cash bonus based on achievement of specified performance goals. The Committee reviews each executive officer's salary periodically. In considering salary, the Committee has considered the executive officer's level of responsibility and accountability, prior experience and comparisons with comparable businesses. AUDITORS Horwath Gelfond Huchstadt Pangburn & Co. P.C. has acted as Atlas' auditors for the year ended December 31, 2000, and representatives of that firm are expected to be present at the Meeting and will be afforded an opportunity to make a statement if they wish to do so, and to respond to appropriate questions. During the year ended December 31, 2000 Horwath Gelfond Hochstadt Pangburn & Co. P.C. rendered no services other than financial statement audit and review services. It is expected that such firm will be engaged to render the same services to Atlas with respect to the current year. Fees billed by Horwath Gelfond Huchstadt Pangburn & Co. P.C. for audit and review services rendered with respect to the year ended December 31, 2000 were $38,503, together with reimbursable expenses of $5,966. AUDIT COMMITTEE REPORT The role of the Audit Committee of the Board of Directors, which is composed of David J. Carroll and Dr. Henry J. Sandri, is to assist the Board in its oversight of Atlas' financial reporting process. The Board has determined that all members of the Audit Committee are "independent," as required by the listing standards of the Nasdaq Stock Market. The Audit Committee does not have a written charter. Management of Atlas is responsible for the preparation, presentation and integrity of Atlas' financial statements, Atlas' accounting and financial reporting principles, and internal controls designed to assure compliance with accounting standards and applicable laws and regulations. The independent auditors are responsible for auditing Atlas' financial statements and expressing an opinion as to their conformity with generally accepted accounting principles. In performance of its oversight function, the Audit Committee has considered and discussed the audited financial statements with management and the independent auditors. The Audit Committee has also discussed with the independent auditors the matters required to be discussed by Statement on Auditing Standards No. 61, Communication with Audit Committees, as currently in effect. Finally, the Audit Committee has received the written disclosures and the letter from the independent auditors required by Independence Standards Board Standard No. 1, Discussions with Audit Committees, as currently in effect, and has discussed with the independent auditors their independence from Atlas and its management, and has considered whether the provision of non-audit services to Atlas by the independent auditors is compatible with maintaining the auditors' independence, and concluded that it is compatible. The members of the Audit Committee are not professionally engaged in the practice of auditing or accounting, are not employed by Atlas for accounting, financial management or internal control purposes, and are not experts in the fields of accounting or auditing, including with respect to auditor independence. Members of the Audit Committee rely, without independent verification, on the information provided to them and on the representations made by management and the independent auditors. Accordingly, the Audit Committee's oversight does not provide an independent basis to determine that management has maintained appropriate accounting and financial reporting principles and policies, or internal controls and procedures, designed to assure compliance with accounting standards and applicable laws and regulations. Furthermore, the Audit Committee's considerations and discussions referred to above do not assure that the audit of Atlas' financial statements has been carried out in accordance with generally accepted accounting principles or that Atlas' auditors are in fact "independent". 6 Based upon the reports and discussions described in this report, and subject to the limitations on the role and responsibilities of the Audit Committee referred to above, the Audit Committee recommended to the Board of Directors that the audited financial statements be included in Atlas' annual report on Form 10-KSB for the year ended December 31, 2000 to be filed with the Securities and Exchange Commission. Submitted by David J. Carroll and Dr. Hendry J. Sandri, constituting the Audit Committee COMPLIANCE WITH SECTION 16 OF THE SECURITIES EXCHANGE ACT Under Section 16 of the Securities Exchange Act 1934, Atlas' directors and executive officers and persons holding more than 10% of Atlas' Common Stock are required to report their initial ownership of Common Stock and subsequent changes to that ownership to the Securities and Exchange Commission by specified due dates. To Atlas' knowledge all of these filing requirements were satisfied. SHAREHOLDERS PROPOSALS Proposals of Shareholders intended to be presented at Atlas's annual meeting of shareholders to be held in 2002 must be received by the Secretary of Atlas by December 31, 2001 for inclusion in Atlas's proxy statement and form of proxy relating to that meeting. By Order of the Board of Directors James R. Jensen, Corporate Secretary Denver, Colorado August 16, 2001 7 -----END PRIVACY-ENHANCED MESSAGE-----