PRE 14C 1 atlasproxy.txt PRE 14C 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: [X] Preliminary Information Statement. [ ] Confidential, for Use of the Commission Only (as permitted by Rule 14c-5(d)(2)). [ ] 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 PRELIMINARY COPY [GRAPHIC OMITTED] DRAFT -------------------------------------------------------------------------------- ATLAS MINERALS INC. August __, 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 PRELIMINARY COPY 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 __, 2001 PRELIMINARY COPY ATLAS MINERALS INC. INFORMATION STATEMENT INTRODUCTION This Information Statement is being furnished to Shareholders of Atlas Minerals Inc. ("Atlas") 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 __, 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. Election of each director requires a plurality of the votes cast at such a meeting, and cumulative voting is not permitted in the election of directors. That means that the five nominees receiving the largest number of votes cast will be elected as directors, whether or not they receive a majority of the votes cast. Approval of other matters would require the affirmative vote of a majority of the shares of Atlas Common Stock entitled to vote and present, in person or by proxy, at the Meeting. For purposes of determining the presence of a quorum for transacting business at the Meeting, abstentions and broker "non-votes" (that is, proxies from brokers or nominees indicating that they have not received instructions from the beneficial owner or other persons entitled to vote shares on a particular matter with respect to which the brokers or nominees do not have discretionary power) will be treated as shares that are present but which have not been voted. With regard to the election of directors, abstentions and broker non-votes are not treated as shares voted, and therefore such abstentions or broker non-votes have no impact on the elections of directors. In all other matters, the vote of the holders of a majority of the shares present at the meeting is required for passage and therefore abstentions and broker non-votes will 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) - President of Cook Ventures, Inc., a geological consulting firm. 76 ---------- (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 76 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, ________ to __________, 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 the Corporation 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 __, 2001 7