<PAGE>
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: December 1, 1995
Date of earliest event reported: December 1, 1995
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
<PAGE>
ITEM 5. OTHER EVENTS
The news release dated December 1, 1995, a copy of which is attached as
Exhibit 1 hereto, is incorporated herein by reference and made a part hereof.
Page 2 of 5
<PAGE>
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: December 5, 1995 By: /s/ Jerome C. Cain
-----------------------------
Jerome C. Cain
Treasurer and Secretary
Page 3 of 5
<PAGE>
EXHIBIT INDEX
Exhibit No. Description Page No.
- ----------- ----------- --------
1. News Release dated December 1, 1995 5
Page 4 of 5
<PAGE>
Exhibit 1
[LOGO OF ATLAS CORPORATION APPEARS HERE]
ATLAS CORPORATION PHOENIX FINANCIAL
370 17th St., Suite 3150 HOLDINGS INC.
Denver, CO 80202 40 King St., West, Suite 5306
Contact: Robbin Lee (303) 825-1200 Toronto, Ontario M5H 3Y2
Contact: Laurna Parker (416)867-9477
NEWS FOR IMMEDIATE RELEASE
ATLAS ACQUIRES CONTROL OF PHOENIX FINANCIAL HOLDINGS INC.
_______________________________
Denver, CO, December 1, 1995 -- Atlas Corporation (NYSE:AZ) announced today
that it has purchased from a group of individual investors 12.2 million (51
percent) of the outstanding shares of Phoenix Financial Holdings Inc.
(CDN:PGML.A,PGML.B) for US $1.3 million. Phoenix, a Canadian holding company,
currently has cash of approximately Cdn. $2.1 million and other assets. With
the purchase, Atlas assumes board control with David J. Birkenshaw, Atlas'
Chairman and CEO, being appointed Chairman of Phoenix and Gary E. Davis, Atlas'
President, being appointed Vice Chairman and CEO of Phoenix. Upon closing of
the transaction, G. Bailey, M. Pundit, H. Jackson and P. Bratch resigned from
Phoenix's board.
Atlas intends to propose the acquisition by Phoenix of Atlas' Tucker Hill
Perlite Property, in return for a combination of cash, shares and a retained
royalty, the terms of which have not yet been determined. The proposed
transaction would be subject to approval by an independent Phoenix board
committee as well as require minority shareholder and regulatory approval.
Tucker Hill, located in Lake County, Oregon, is one of the largest known,
domestic mineral deposits of perlite. Perlite is an industrial mineral whose
uses include construction products, filter material and soil additives. Final
permits for the development of Tucker Hill are expected in February, 1996. If
acquired, Tucker Hill would be the cornerstone for development of Phoenix into
an operating, industrial minerals company.
John Leahy, a mining engineer with over 30 years of experience in the mining
industry, has been appointed President of Phoenix. For close to 20 years, Mr.
Leahy worked for Amax, Inc. at their Climax Molybdenum Co. subsidiary. Mr.
Leahy has been acting as a consultant for Atlas on the permitting and
development of the Tucker Hill Project since May, 1995. As President, Mr. Leahy
will continue to direct permitting and development of the Tucker Hill Project as
well as pursue the acquisition of other industrial minerals projects for
Phoenix.
Gary Davis, President of Atlas Corporation, stated, "We believe that Tucker
Hill will realize more value in the market place as the foundation of an
industrial minerals company than as an Atlas subsidiary. Through the
transformation of Phoenix from a holding company into an operating entity, both
Atlas and Phoenix shareholders will benefit. John represents an excellent
choice to direct this transformation and bring Tucker Hill into production."
Page 5 of 5
