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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.
FORM T-3
FOR APPLICATIONS FOR QUALIFICATION OF
INDENTURES UNDER THE
TRUST INDENTURE ACT OF 1939
ATLAS CORPORATION
370 Seventeenth Street, Suite 3150
Denver, Colorado 80202
(303) 825-1200
SECURITIES TO BE ISSUED UNDER THE INDENTURE TO BE QUALIFIED
TITLE OF CLASS AMOUNT
7% Exchangeable Debentures due $11,000,000
October 25, 2000
Approximate date of proposed public offering:
As promptly as possible after the effective date of this
Application for Qualification
Name and address of agent for service:
Jerome C. Cain
Atlas Corporation
370 Seventeenth Street, Suite 3150
Denver, Colorado 80202
(303) 825-1200
Copies to:
Jeffrey E. Cohen, Esq.
Coudert Brothers
1114 Avenue of the Americas
New York, NY 10036-7794
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GENERAL
1. General information.
(a) Form of organization. A corporation.
(b) State or other sovereign power under the laws of which organized.
Delaware.
2. Securities Act exemption applicable.
Pursuant to the provisions of a certain underwriting agreement dated as of
October 25, 1995 by and among the Company, Yorkton Securities Inc. and First
Marathon Securities Ltd. (the "Underwriting Agreement"), the Company, on
November 10, 1995, issued $10 million of special warrants (the "Special
Warrants"). These securities were issued to U.S. purchasers pursuant to the
exemption to the registration requirements of the Securities Act of 1933 (the
"1933 Act") set forth in Regulation D thereunder and were issued to non-U.S.
purchasers outside the United States pursuant to the exemption from registration
set forth in Regulation S under the 1933 Act,. The Special Warrants will be
automatically deemed exercised (without additional consideration or other action
by the holders thereof) into indenture Securities upon (and subject to) the
fulfillment by the Company of its obligation to register the Indenture
Securities for resale in the U.S. and Canada prior to February 9, 1995. Such
deemed exercise would be exempt from registration under Section 3(a)(9) of the
1933 Act.
AFFILIATION
3. Affiliates.
Affiliate Basis for control
--------- -----------------
Atlas Gold Mining, Inc. 100% ownership of voting securities
Atlas Precious Metals, Inc. 100% ownership of voting securities
Atlas Perlite 100% ownership of voting securities
Phoenix Financial Holdings Inc. 51% ownership of voting securities
Granges Inc. 27.7% ownership of voting securities
of a publicly traded company
MANAGEMENT AND CONTROL
4. Directors and executive officers.
Name Address Office(s)
---- ------- ---------
David J. Birkenshaw Atlas Corporation Chairman of the Board and
370 Seventeenth Street Chief Executive Officer
Suite 3150
Denver, Colorado 80202
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Name Address Office(s)
---- ------- ---------
James H. Dunnett 1111 West Georgia St. Director
Suite 404
Vancouver, B.C.
Canada V6E 4M3
C. Thomas Ogryzlo 2200 Lake Shore Boulevard West Director
Toronto, Ontario
Canada M8V 1A4
Douglas R. Cook 2485 Greensboro Drive Director
Reno, Nevada 89509
Michael B. Richings 2230 - 885 West Georgia Street Director
Vancouver, BC
Canada V6C 3E8
Philip R. Mengel 1166 Spring Street Director
P.O. Box 7001
Wyomissing, PA 19160-6001
David P. Hall 700 West Georgia St. Director
Vancouver, B.C.
Canada V7Y 1A3
Gerald E. Davis Atlas Corporation President
370 Seventeenth Street
Suite 3150
Denver, Colorado 80202
Richard E. Blubaugh Atlas Corporation Vice-President, Environmental
370 Seventeenth Street and Governmental Affairs
Suite 3150
Denver, Colorado 80202
Gregg B. Shafter Atlas Corporation Vice-President, Project
370 Seventeenth Street Development
Suite 3150
Denver, Colorado 80202
James R. Jensen Atlas Corporation Controller and Principal
370 Seventeenth Street Accounting Officer
Suite 3150
Denver, Colorado 80202
Jerome C. Cain Atlas Corporation Secretary and Treasurer
370 Seventeenth Street
Suite 3150
Denver, Colorado 80202
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5. Principal owners of voting securities.
As of December 1, 1995:
COLUMN A COLUMN B COLUMN D
NAME AND COMPLETE MAILING TITLE OF CLASS COLUMN C PERCENTAGE
ADDRESS OWNED AMOUNT OWNED OF VOTINGS
- ------------------------- -------------- ------------ -----------
Mackenzie Financial Corporation Common Stock 3,806,900/1/ 18.1%
150 Floor Street West, Suite 805
Toronto, Ontario
Canada M5S 3B5
M.I.M. Holdings Limited Common Stock 3,000,000/2/ 14.3%
M.I.M. Plaza, 410 Anne Street
Brisbane, Queensland, 4000
Australia
- ----------------------
/1/ On January 18, 1995, Atlas received a copy of Schedule 13G filed
with the Securities and Exchange Commission by Mackenzie Financial reflecting
beneficial ownership of 2,776,900 shares of Common Stock. To the best of
Corporation's knowledge, Mackenzie Financial also beneficially owns warrants
issued by the Corporation which are exercisable into 910,000 shares of Common
Stock at an option price of $7.00 per share and into 120,000 shares of Common
Stock at an option price of $3.625 per share.
/2/ M.I.M. Holdings is the direct beneficial owner of (i) 2,000,000
shares of Common Stock and (ii) warrants issued by the Corporation which are
exercisable into 1,000,000 shares of Common Stock at an exercise price of $7.00
per share.
UNDERWRITERS
6. Underwriters.
(a)
Underwriter Title of Securities Date
----------- ------------------- ----
Phoenix Financial Holdings Inc. Units (1 share of Common Stock 1993
Scotia Place plus 1/2 of a warrant
40 King Street West for 1 share of Common Stock)
Suite 5306
Toronto, Ontario M5H 3Y2
Canada
IBK Capital Corp. Common Stock 1994
130 Adelaide Street West
Suite 2601
Toronto, Ontario M5H 3P5
Canada
4
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First Marathon Securities, Ltd. Atlas Units (1 share of Common 1994
Exchange Tower Stock plus 1/2 of a warrant for
Box 21 1 share of Common Stock)
First Canadian Place,
Toronto, Ontario 1J9
Canada
Scotia McLeod Inc. Atlas Units 1994
Commercial Union Tower
Toronto Dominion Centre
P.O. Box 433
Toronto, Ontario M5K 1M2
Canada
Wood Gundy Inc. Atlas Units 1994
BCE Place
161 Bay Street
Toronto, Ontario M5J 2S8
Canada
Goepel Shields & Partners Inc. Atlas Units 1994
90 Adelaide Street West, suite 500
Toronto, Ontario M5H 3V9
Canada
Loewen, Ondaatje, McCutcheon Limited Atlas Units 1994
55 Avenue Road
Hazelon Lane
East Tower 2250
Toronto, Ontario M5R 3L2
Canada
Nesbitt Burns, Inc. Atlas Units 1994
First Canadian Place, suite 5000
Toronto, Ontario M5X 1H3
Canada
Burns Fry Limited Atlas Units 1994
First Canadian Place
Suite 5000
Toronto, Ontario M5X 1H3
Canada
First Marathon Securities, Ltd. Indenture Securities (issued 1995
Exchange Tower upon exercise or deemed
Box 21 exercise of Special Debenture
First Canadian Place Warrants )
Toronto, Ontario M5X 1J9
Canada
Yorkton Securities, Inc. Indenture Securities (issued 1995
1055 Dunsmuir Street, 11th floor upon exercise or deemed
Vancouver, British Columbia V7X 1L4 exercise of Special Debenture
Canada Warrants.
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(b) The Indenture Securities will be issued, for no additional consideration,
upon exercise or deemed exercise of outstanding Special Warrants. The Special
Warrants were sold pursuant to an underwriting agreement with Yorkton Securities
Inc. and First Marathon Securities Ltd. each of whose mailing addresses is
specified in the above table.
CAPITAL SECURITIES
7. Capitalization. (a) Furnish the following information as to each authorized
class of securities of the applicant.
As of December 1, 1995:
COLUMN A COLUMN B COLUMN C
TITLE OF CLASS AMOUNT AUTHORIZED AMOUNT OUTSTANDING
- -------------- ----------------- ------------------
Common Stock, 50,000,000 shares 20,034,743 shares
$1 par value
Preferred Stock, 1,000,000 shares none
$1 par value (issuable in series, with
designations, rights and
preferences to be fixed by
the Company's Board of
Directors. The Board of
Directors has established a
series of 150,000 shares of
Series Preferred Stock
designated as Series A
Junior Participating
Preferred Stock)
9% Redeemable $3,500,000 $3,500,000
Convertible
Debenture
Note:
At December 1, 1995, there were 875,000 shares of Common Stock reserved for
the conversion of the Redeemable Convertible Debenture, which is convertible as
to principal into Common Stock at the rate of $4.00 per share and 2,032,111
shares of Common Stock reserved for Option Warrants traded on the American Stock
Exchange which are exercisable at a price of $15.625 per share and have no
expiration date. Also at December 1, 1995, there were 6,517,955 shares of Common
Stock reserved for Option Warrants outstanding with the following terms:
<TABLE>
<CAPTION>
Date of Number Exercise Date of
Issuance of Shares Price Termination
- ------------------- --------- -------- --------------
<S> <C> <C> <C>
Sept. 20, 1993 1,972,500 $3.625 Sept. 20, 1996
Aug. 17, 1994 3,243,405 $ 7.00 Aug. 16, 1999
Dec. 15, 1994 1,302,050 $ 7.00 Dec. 14, 1999
</TABLE>
The Company has an Amended and Restated Rights Agreement under which a holder
of Preferred Stock Purchase Rights ("Rights") is entitled to purchase from the
Company 1/200th of a share of Series A Preferred Stock at a price of $45 per
1/200th of a share. Subject to action by the Board of Directors, the Rights
become exercisable upon the occurrence of certain events including acquisition
by a person or group of 15 percent or more of the outstanding Common Stock of
the
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Company. Upon any such acquisition, the agreement provides that upon exercise of
Rights and payment of the purchase price, the exercising Rights holder is
entitled to receive, in lieu of Series A Preferred Stock, shares of Common Stock
having a market value equal to twice the purchase price.
As of December 1, 1995 there were 1,745,000 share of Common Stock reserved
against the issuance of options granted under the Company's Long Term Incentive
Plan.
(b) Give a brief outline of the voting rights of each class of voting securities
referred to in paragraph (a) above. Each share of Common Stock is entitled to
one vote for the election of directors and upon all other matters and
participates ratably with all other shares of Common Stock in all dividends and
distributions. Each share of Series A Preferred Stock will have 200 votes voting
together with the Common Stock.
INDENTURE SECURITIES
8. Analysis of indenture provisions.
Pursuant to the provisions of a certain underwriting agreement dated as of
October 25, 1995 by and among the Company, Yorkton Securities Inc. and First
Marathon Securities Ltd. (the "Underwriting Agreement"), the Company, on
November 10, 1995, issued $10 million of special warrants (the "Special
Warrants") under a special warrant indenture with Montreal Trust Company of
Canada (the "Special Warrant Trustee") exercisable for, or under certain
circumstances deemed exercised for, a like principal amount of Indenture
Securities. Pursuant to the Underwriting Agreement, the Indenture Securities
will be issued, upon such exercise or deemed exercise of the Special Warrants,
under an indenture with Chemical Bank as trustee (the "Indenture").
The following is a description of certain provisions of the Indenture
required by Section 305(a)(2) of the Trust Indenture Act of 1939 and is
qualified in its entirety by reference to the Indenture, filed as Exhibit T3C.1
hereto. Capitalized terms used in this Item 8 and not otherwise defined shall
have the meanings specified in the Indenture.
(A) EVENTS OF DEFAULT
An "Event of Default" under the Indenture occurs by either: (1) default in
the payment of interest when due and payable, and continuance of such default
for a period of 30 days; or (2) default in the payment of the principal of any
Indenture Security within the 5-day period of time after maturity in the case of
payments in whole or in part in Granges Common Stock; or (3) default in the
performance or observance, or breach, of any term, covenant, warranty or
agreement of the Company in the Indenture Securities or the Indenture, and
continuance of such default or breach for a period of 60 days after written
notice of such failure, requiring the Company to remedy the same and stating
that such notice is a "Notice of Default", shall have been given to the Company
by the Trustee or to the Company and the Trustee by the Holders of at least 25%
in aggregate principal amount of the outstanding Indenture Securities; or (4)
(a) failure by the Company to pay when due an aggregate amount in excess of
U.S.$500,000 or the equivalent thereof in any other currency in respect of any
outstanding indebtedness and the continuance of such failure beyond any
applicable grace period provided for in the terms of such indebtedness, or (b)
default by the Company with respect to outstanding indebtedness, which default
results in the acceleration of indebtedness in an aggregate amount in excess of
U.S.$500,000 or the equivalent thereof in any other currency, without, in the
case of (a) or (b), such indebtedness having been discharged or such payment
default or acceleration, as the case may be, having been cured, waived,
rescinded or annulled within a period of 10 days after written notice thereof by
or on behalf of the holders of such indebtedness; provided, however, that if,
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prior to the entry of judgment in favor of any trustee with respect to any
indebtedness or in favor of any holder of any indebtedness or other
representative of the holders thereof, such failure or default
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under such indenture or instrument shall be remedied or cured by the Company, or
waived by or on behalf of the holders of such indebtedness, and such
acceleration (if applicable) shall be rescinded, then the Event of Default shall
be deemed likewise to have been remedied, cured or waived; or (5) the entry by a
court having jurisdiction in the premises of (A) a decree or order for relief in
respect of the Company in an involuntary case or proceeding under any applicable
Federal or State bankruptcy, insolvency, reorganization or other similar law or
(B) a decree or order adjudging the Company a bankrupt or insolvent, or
approving as properly filed a petition seeking reorganization, arrangement,
adjustment or composition of or in respect of the Company under Federal
bankruptcy law or any other applicable Federal or State law, or appointing a
custodian, receiver, liquidator, assignee, trustee, sequestrator or other
similar official of the Company or of any substantial part of its property, or
ordering the winding up or liquidation of its affairs, and the continuance of
any such decree or order unstayed and in effect for a period of 60 consecutive
days; or (6) the commencement by the Company of a voluntary case or proceeding
under any applicable Federal or State bankruptcy, insolvency, reorganization or
other similar law or of any other case or proceeding to be adjudicated a
bankrupt or insolvent, or the consent by it to the entry of a decree or order
for relief in respect of the Company in an involuntary case or proceeding under
any applicable Federal or State bankruptcy, insolvency, reorganization or other
similar law or to the commencement of any bankruptcy or insolvency proceedings
against it, or the filing by it of a petition or answer or consent seeking
reorganization or relief under Federal bankruptcy law or any other applicable
Federal or State law, or the consent by it to the filing of such petition or to
the appointment or taking possession of a custodian, receiver, liquidator,
assignee, trustee, sequestrator or other similar official of the Company or of
any substantial part of its property, or the making by it of an assignment for
the benefit of creditors, or the admission by it in writing of its inability to
pay its debts generally as they become due, or the taking of corporate action by
the Company in furtherance of any such action.
(B) AUTHENTICATION AND DELIVERY
The Indenture Securities will be issued in definitive registered form,
without coupons, in denominations of U.S.$100 and integral multiples of U.S.$100
in excess thereof, substantially in the form specified in Section 202 of the
Indenture.
The Indenture provides that at any time and from time to time after the
execution and delivery of the Indenture, the Company may deliver Indenture
Securities executed by the Company to the Trustee or to its order for
authentication together with a Company order for authentication and delivery of
such securities, and the Trustee or an Authenticating Agent in accordance with
such Company Order will authenticate and deliver such securities. In connection
with any Company Order for authentication, a compliance certificate and Opinion
of Counsel is not required. To allow for exercise of the Special Warrants, the
Indenture also requires the Trustee to authenticate, register and deliver
Indenture Securities for original issuance as instructed from time to time by a
requisition of the Special Warrant Trustee. Under no circumstances may the
Trustee authenticate, register and deliver Indenture Securities for original
issuance without first having received such requisition. Such requisition must
specify the aggregate principal amount of Indenture Securities previously issued
under the Indenture, the remaining aggregate principal amount of Indenture
Securities authorized under the Indenture, the name or names to be registered,
the principal amount or amounts to be authenticated and the manner and place of
delivery and must otherwise be in a format agreed upon by the Trustee and the
Special Warrant Trustee. In the event that a retraction right arises with
respect to the Special Warrants, the Company is required to give the Trustee
immediate notice thereof and, thereafter, prior to the issuance of any Indenture
Securities, the Trustee will be entitled to receive an Opinion of Counsel to the
effect that the issuance of such Indenture Securities is entitled to an
exemption under the Securities Act of 1933. Promptly upon receipt of such
requisition, the Trustee must give written notice to the Special Warrant Trustee
as to the time by which it reasonably expects to be able to authenticate,
register and deliver the Indenture Securities referred to in such requisition.
Upon such authentication, registration and delivery, the Trustee is required to
notify the Company and the Special Warrant Trustee in writing thereof and the
Company must deliver to the Trustee a receipt therefor.
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The Indenture contains no provision regarding the application of proceeds.
(C) SECURITY INTEREST
Subject to and upon compliance with the provisions of the Indenture, Holders
are entitled, upon provision, if applicable, of certification regarding
compliance with applicable securities laws, at any time after November 10, 1995
and on or before the close of business on October 25, 2000, or in case the
Indenture Security is called for redemption until and including, but (unless the
Company defaults in making the payment due upon redemption) not after, the close
of business on the Redemption Date, to exchange the Indenture Security (or any
portion of the principal amount thereof) into fully paid and nonassessable
shares of Granges Common Stock at an initial Exchange Rate of 42.50 shares of
Granges Common Stock per U.S.$100 principal amount of Indenture Securities (or
at the current adjusted Exchange Rate if an adjustment has been made as provided
in the Indenture) The Exchange Rate is subject to adjustment upon certain events
affecting the capital structure of Granges as provided in Section 1204 of the
Indenture.
Distributions giving rise to an adjustment to the Exchange Rate become
Exchange Property subject to the lien of the Indenture. In the event that any
increase in the Exchange Rate causes the aggregate amount of Granges Common
Stock deliverable upon exchange of all outstanding Indenture Securities to
exceed the number of shares of Granges Common Stock constituting Exchange
Property (initially 8,474,576 shares), the amount of any such excess may be
satisfied by apportioning to each Holder, in proportion to the principal amount
of outstanding Indenture Securities held, such Exchange Property as is not
Granges Common Stock.
In the event of any reduction of the principal amount of Indenture
Securities outstanding, as evidenced by the delivery to the Trustee by the
Company of Indenture Securities for cancellation, the Exchange Property held by
the Escrow Agent (currently the Trustee) shall be reduced in the same proportion
as the principal amount of the Indenture Securities was so reduced, provided,
--------
that the Escrow Agent shall retain a sufficient amount of Exchange Property to
exchange all Indenture Securities then outstanding on the basis of the then
applicable Exchange Rate and the other terms and provisions of the Indenture,
and the Company shall, upon Company Request, be entitled to any excess Exchange
Property created by such reduction net of any Exchange Property delivered in
connection with any reduction caused by an exchange for Granges Common Stock.
(D) SATISFACTION AND DISCHARGE
The Indenture shall upon Company Request cease to be of further effect
(except as to any surviving rights of exchange, or registration of transfer or
exchange, or replacement of Indenture Securities and the Company's obligations
to the Trustee) and the Trustee, at the expense of the Company, shall execute
proper instruments acknowledging satisfaction and discharge of the Indenture,
when: (1) either (A) all Indenture Securities theretofore authenticated and
delivered (other than (i) Indenture Securities which have been destroyed, lost
or stolen and which have been replaced or paid, and (ii) Indenture Securities
for whose payment money has theretofore been deposited in trust or segregated
and held in trust by the Company and thereafter repaid to the Company or
discharged from such trust) have been delivered to the Trustee for cancellation;
or (B) all such Indenture Securities not theretofore delivered to the Trustee or
the Principal Paying Agent or its agent for cancellation (other than Indenture
Securities referred to in clauses (i) and (ii) of clause (1)(A) above): (i) have
become due and payable, or (ii) will have become due and payable at their Stated
Maturity within one year, or (iii) are to be called for redemption within one
year under arrangements satisfactory to the Trustee for the giving of notice of
redemption by the Trustee in the name, and at the expense, of the Company, and
the Company, in the case of clause (i), (ii) or (iii) above, has deposited or
caused to be deposited with the Trustee as trust funds (immediately available to
the Holders in the case of clause (i), which funds may include, in the case of a
deposit under clause (i), Granges Common Stock) in trust an amount
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sufficient, and for the purpose, to pay and discharge the entire indebtedness on
such Indenture Securities not theretofore delivered to the Trustee for
cancellation, for principal and interest to the date of such deposit (in the
case of Indenture Securities which have become due and payable) or to the Stated
Maturity or Redemption Date, as the case may be; and (2) the Company has paid or
caused to be paid all other sums payable by the Company.
Notwithstanding the satisfaction and discharge of the Indenture, the
obligations of the Company to the Trustee under Section 607 of the Indenture,
the obligations of the Company to any Authenticating Agent under Section 612 of
the Indenture and, if money shall have been deposited with the Trustee pursuant
to clause (1)(B) above, the obligations of the Trustee under the following
paragraphs shall survive.
Subject to the provisions of the following paragraph, all money and
securities deposited with the Trustee for satisfaction and discharge of the
Indenture shall be held in trust and applied by it, in accordance with the
provisions of the Indenture Securities and the Indenture, to the payment, either
directly or through any Paying Agent (including the Company acting as its own
Paying Agent), to the Persons entitled thereto, of the principal and interest
for whose payment such money and securities has been deposited with the Trustee.
All moneys deposited with the Trustee (and held by it or any Paying Agent) for
the payment of Indenture Securities subsequently exchanged shall be returned to
the Company upon Company Request.
Any money deposited with the Trustee or any Paying Agent, or then held by the
Company, in trust for the payment of the principal of or interest on any
Security and remaining unclaimed for two years after such principal or interest
has become due and payable shall be paid to the Company on Company Request, or
(if then held by the Company) shall be discharged from such trust; and the
Holder of such Security shall thereafter, as an unsecured general creditor, look
only to the Company for payment thereof, and all liability of the Trustee or
such Paying Agent with respect to such trust money, and all liability of the
Company as trustee thereof, shall thereupon cease; provided, however, that the
-------- -------
Trustee or such Paying Agent, before being required to make any such repayment,
may at the expense of the Company cause to be published once, in an Authorized
Newspaper in each Place of Payment, notice that such money remains unclaimed and
that, after a date specified therein, which shall not be less than 30 days from
the date of such publication, any unclaimed balance of such money then remaining
will be repaid to the Company.
(E) EVIDENCE OF COMPLIANCE
Upon qualification of the Indenture under the Trust Indenture Act of 1939,
the Company will be required to certify at least annually to the Trustee as to
compliance with all conditions and covenants under the indenture. Additionally,
upon any application or request by the Company to the Trustee or the Principal
Paying Agent to take any action under any provision of the Indenture, the
Company must furnish to the Trustee or the Principal Paying Agent, as the case
may be, a certificate signed by certain officers of the Company (an "Officers'
Certificate") stating that all conditions precedent, if any, provided for in the
Indenture relating to the proposed action have been complied with and an Opinion
of Counsel stating that in the opinion of such counsel all such conditions
precedent, if any, have been complied with. The Officers' Certificate must
include: (1) a statement that each individual signing such certificate or
opinion has read such covenant or condition and the definitions herein relating
thereto; (2) a brief statement as to the nature and scope of the examination or
investigation upon which the statements or opinions contained in such
certificate or opinion are based; and (3) a statement that, in the opinion of
such individual, he has made such examination or investigation as is necessary
to enable him to express an informed opinion as to whether or not such covenant
or condition has been complied with.
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9. Other obligors. None.
Contents of application for qualification. This application for qualification
comprises-
(a) Pages numbered 1 to 12 consecutively.
(b) The statement of eligibility of each trustee under the indenture to be
qualified.
(c) The following exhibits in addition to those filed as a part of the
statement of eligibility of each trustee.
T3A Restated Certificate of Incorporation of the Company, dated January
3, 1990 (filed as Exhibit 3.2 to the Company's quarterly report on
Form 10Q for the quarter ended December 31, 1989, and incorporated
herein by reference).
T3B Bylaws of the Company, as amended on July 12, 1995 (filed as exhibit
3.3 to the Company's annual report on Form 10-K for the fiscal year
ended June 30, 1995, and incorporated herein by reference).
T3C.1 Indenture to be Qualified, dated as of November 10, 1995 between
the Company and Chemical Bank as Trustee. (filed as Exhibit 4.1 to the
Company's Registration Statement filed on Form S-3 (33-65165) filled
with the Commission on December 18, 1995 under the Securities Act of
1933 and incorporated herein by reference).
T3C.2 Escrow and Pledge Agreement, dated as of November 10, 1995 between
the Registrant and Chemical Bank as Trustee and Chemical Bank as
Escrow Agent (filed as Exhibit 4.2 to the Company's Registration
Statement filed on Form S-3 (33-65165) filed with the Commission on
December 18, 1995 under the Securities Act of 1933 and incorporated
herein by reference).
T3D Not applicable.
T3E The Company's Registration Statement filed on Form S-3 (33-65165)
filed with the Commission on December 18, 1995 under the Securities
Act of 1933, registering the Indenture Securities for resale and
incorporated herein by reference.
T3F: See Exhibit T3C.1 for Cross reference sheet showing the location in
the Indenture of the provisions inserted therein pursuant to Sections
310 through 318(a), inclusive, of the Act.
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______________________________________________________________
SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
_________________________
FORM T-1
STATEMENT OF ELIGIBILITY
UNDER THE TRUST INDENTURE ACT OF 1939 OF
A CORPORATION DESIGNATED TO ACT AS TRUSTEE
___________________________________________
CHECK IF AN APPLICATION TO DETERMINE ELIGIBILITY OF
A TRUSTEE PURSUANT TO SECTION 305(b)(2) ________
________________________________________
CHEMICAL BANK
(Exact name of trustee as specified in its charter)
NEW YORK 13-4994650
(State of incorporation (I.R.S. employer
if not a national bank) identification No.)
270 PARK AVENUE
NEW YORK, NEW YORK 10017
(Address of principal executive offices) (Zip Code)
William H. McDavid
General Counsel
270 Park Avenue
New York, New York 10017
Tel: (212) 270-2611
(Name, address and telephone number of agent for service)
_____________________________________________
ATLAS CORPORATION
(Exact name of obligor as specified in its charter)
DELAWARE 13-5503312
(State or other jurisdiction of (I.R.S. employer
incorporation or organization) identification No.)
370 SEVENTEENTH STREET, SUITE 3150
DENVER, COLORADO 80202
(Address of principal executive offices) (Zip Code)
___________________________________________
7% EXCHANGEABLE DEBENTURES DUE OCTOBER 25, 2000
(Title of the indenture securities)
_____________________________________________________
<PAGE>
GENERAL
Item 1. General Information.
Furnish the following information as to the trustee:
(a) Name and address of each examining or supervising authority to which
it is subject.
New York State Banking Department, State House, Albany, New York
12110.
Board of Governors of the Federal Reserve System, Washington, D.C.,
20551
Federal Reserve Bank of New York, District No. 2, 33 Liberty Street,
New York,
N.Y.
Federal Deposit Insurance Corporation, Washington, D.C., 20429.
(b) Whether it is authorized to exercise corporate trust powers.
Yes.
Item 2. Affiliations with the Obligor.
If the obligor is an affiliate of the trustee, describe each such
affiliation.
None.
-2-
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Item 16. List of Exhibits
List below all exhibits filed as a part of this Statement of Eligibility.
1. A copy of the Articles of Association of the Trustee as now in
effect, including the Organization Certificate and the Certificates of Amendment
dated February 17, 1969, August 31, 1977, December 31, 1980, September 9, 1982,
February 28, 1985 and December 2, 1991 (see Exhibit 1 to Form T-1 filed in
connection with Registration Statement No. 33-50010, which is incorporated by
reference).
2. A copy of the Certificate of Authority of the Trustee to Commence
Business (see Exhibit 2 to Form T-1 filed in connection with Registration
Statement No. 33-50010, which is incorporated by reference).
3. None, authorization to exercise corporate trust powers being
contained in the documents identified above as Exhibits 1 and 2.
4. A copy of the existing By-Laws of the Trustee (see Exhibit 4 to Form
T-1 filed in connection with Registration Statement No. 33-84460, which is
incorporated by reference).
5. Not applicable.
6. The consent of the Trustee required by Section 321(b) of the Act (see
Exhibit 6 to Form T-1 filed in connection with Registration Statement No. 33-
50010, which is incorporated by reference).
7. A copy of the latest report of condition of the Trustee, published
pursuant to law or the requirements of its supervising or examining authority.
8. Not applicable.
9. Not applicable.
SIGNATURE
Pursuant to the requirements of the Trust Indenture Act of 1939 the
Trustee, Chemical Bank, a corporation organized and existing under the laws of
the State of New York, has duly caused this statement of eligibility to be
signed on its behalf by the undersigned, thereunto duly authorized, all in the
City of New York and State of New York, on the 13TH day of NOVEMBER, 1995.
CHEMICAL BANK
By ________________________________
_____________________________________
L. O'Brien
Senior Trust Officer
-3-
<PAGE>
Exhibit 7 to Form T-1
Bank Call Notice
RESERVE DISTRICT NO. 2
CONSOLIDATED REPORT OF CONDITION OF
Chemical Bank
of 270 Park Avenue, New York, New York 10017
and Foreign and Domestic Subsidiaries,
a member of the Federal Reserve System,
at the close of business June 30, 1995, in
accordance with a call made by the Federal Reserve Bank of this
District pursuant to the provisions of the Federal Reserve Act.
<TABLE>
<CAPTION>
DOLLAR AMOUNTS
ASSETS IN MILLIONS
<S> <C> <C>
Cash and balances due from depository institutions:
Noninterest-bearing balances and
currency and coin...................................... $ 5,573
Interest-bearing balances.............................. 2,681
Securities:..............................................
Held to maturity securities.............................. 6,027
Available for sale securities............................ 18,304
Federal Funds sold and securities purchased under
agreements to resell in domestic offices of the
bank and of its Edge and Agreement subsidiaries,
and in IBF's:
Federal funds sold..................................... 1,516
Securities purchased under agreements to resell........ 287
Loans and lease financing receivables:
Loans and leases, net of unearned income $ 73,829
Less: Allowance for loan and lease losses 1,885
Less: Allocated transfer risk reserve..... 104
-------
Loans and leases, net of unearned income,
allowance, and reserve................................. 71,840
Trading Assets........................................... 25,315
Premises and fixed assets (including capitalized
leases)................................................ 1,395
Other real estate owned.................................. 69
Investments in unconsolidated subsidiaries and
associated companies................................... 158
Customer's liability to this bank on acceptances
outstanding............................................ 1,120
Intangible assets........................................ 484
Other assets............................................. 7,254
-----
TOTAL ASSETS............................................. $142,023
========
</TABLE>
-4-
<PAGE>
<TABLE>
<CAPTION>
LIABILITIES
<S> <C>
Deposits
In domestic offices..................................... $46,128
Noninterest-bearing .........................$16,282
Interest-bearing ............................ 29,846
------
In foreign offices, Edge and Agreement subsidiaries,
and IBF's............................................... 30,833 Noninterest-bearing
.........................$ 199
Interest-bearing ............................ 30,634
------
Federal funds purchased and securities sold under agree-
ments to repurchase in domestic offices of the bank and
of its Edge and Agreement subsidiaries, and in IBF's
Federal funds purchased................................. 16,779
Securities sold under agreements to repurchase.......... 810
Demand notes issued to the U.S. Treasury.................. 1,001
Trading liabilities....................................... 20,888
Other Borrowed money:
With original maturity of one year or less.............. 6,505 With original maturity
of more than one year...... 602
Mortgage indebtedness and obligations under capitalized
leases.................................................. 18
Bank's liability on acceptances executed and outstanding 1,126
Subordinated notes and debentures......................... 3,411
Other liabilities......................................... 6,287
TOTAL LIABILITIES......................................... 134,388
--------
EQUITY CAPITAL
Common stock.............................................. 620
Surplus................................................... 4,524
Undivided profits and capital reserves.................... 2,724
Net unrealized holding gains (Losses)
on available-for-sale securities.......................... (241)
Cumulative foreign currency translation adjustments....... 8
TOTAL EQUITY CAPITAL...................................... 7,635
--------
TOTAL LIABILITIES, LIMITED-LIFE PREFERRED
STOCK AND EQUITY CAPITAL................................ $142,023
==========
</TABLE>
I, Joseph L. Sclafani, S.V.P. & Controller of the
above-named bank, do hereby declare that this Report of
Condition has been prepared in conformance with the in-
structions issued by the appropriate Federal regulatory
authority and is true to the best of my knowledge and
belief.
JOSEPH L. SCLAFANI
We, the undersigned directors, attest to the correctness
of this Report of Condition and declare that it has been
examined by us, and to the best of our knowledge and
belief has been prepared in conformance with the in-
structions issued by the appropriate Federal regulatory
authority and is true and correct.
WALTER V. SHIPLEY )
EDWARD D. MILLER )DIRECTORS
WILLIAM B. HARRISON )
-5-
<PAGE>
SIGNATURE
Pursuant to the requirements of the Trust Indenture Act of 1939, the
applicant, Atlas Corporation, a corporation organized and existing under the
laws of Delaware, has duly caused this application to be signed on its behalf by
the undersigned, thereunto duly authorized, and its seal to be hereunto affixed
and attested, all in the City of Denver, and State of Colorado, on the twenty-
second day of December, 1995.
(SEAL) ATLAS CORPORATION
By: /s/ Gerald E. Davis
--------------------
Name: Gerald E. Davis
Title: President
Attest: /s/ Gregg B. Shafter By: / s/ Jerome C. Cain
-------------------- -------------------
Name: Jerome C. Cain
Title: Treasurer (Principal
Financial Officer)
