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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: March 6, 1995
Date of earliest event reported: February 27, 1995
ATLAS CORPORATION
(Exact name of registrant as specified in its charter)
DELAWARE 1-271413-5503312
(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)
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ITEM 5. OTHER EVENTS
The news release dated February 27, 1995, a copy of which is attached as
Exhibit 99 hereto, is incorporated herein by reference and made a part hereof.
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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: March 6, 1995 By: /s/ JEROME C. CAIN
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Jerome C. Cain
Treasurer and Secretary
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EXHIBIT INDEX
Exhibit No. Description Page No.
- ----------- ----------- --------
99. News Release dated February 27, 1995 5
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EXHIBIT 99
[LOGO OF ATLAS CORPORATION APPEARS HERE]
ATLAS CORPORATION
370 17th St., Suite 3150
Denver, CO 80202
News Contact: Robbin Lee
For Immediate Release (303)825-1200
ATLAS AND GRANGES REACH ACCORD ON PROPOSED GRANGES/HYCROFT AMALGAMATION
_______________________________
Denver, CO, February 27, 1995 -- Atlas Corporation (NYSE:AZ), which holds a
37.2% position in Granges Inc., announced today that it has reached agreement
with Granges on terms under which Atlas will vote its shares in favor of a
proposed amalgamation between Granges and its 50.5% subsidiary Hycroft Resources
and Development Corporation.
If the amalgamation between Granges and Hycroft is approved at the proposed
shareholders' meeting on March 30, 1995, the agreement calls for the initial
board of directors of the amalgamated company to consist of David Sinclair as
Chairman, David Birkenshaw, Atlas' Chairman and CEO, as Vice-Chairman, Michael
Richings, Atlas' President and Chief Operating Officer, Peter Steen, William
Calhoun, John Walton, James Dunnett, Alan Thompson, Peter Walton, Ken Mathews
and John Auston. The agreement further dictates that the terms of office for
John Auston, Ken Mathews and James Dunnett as directors will expire on September
30, 1995, at which point Keith Steeves will be introduced, bringing the total
number of directors to nine. A special committee of directors, comprised of
Peter Steen, Michael Richings and John Auston, will be formed at the first
meeting of the new board to review joint exploration ventures between Atlas and
Granges and development of a South American program.
Coincident with his departure from the board, John Auston's term as
President and Chief Executive Officer of the amalgamated company will also end
on September 30, 1995. At that time, and following the approval of the revised
board, Michael Richings will be appointed President and Chief Executive Officer.
Atlas has also agreed that its nominees on the board of the amalgamated
company will support a proposed shareholder rights protection plan to become
effective immediately following the amalgamation of Granges and Hycroft, subject
to regulatory approval and shareholder ratification at a subsequent shareholder
meeting to be held on or before September 30, 1995. Following shareholder
approval, the plan, which will include a grandfathering provision for Atlas up
to a 40% ownership position in the amalgamated company, will replace the
agreement signed on May 13, 1994 between Atlas and Granges.
David Birkenshaw stated, "We are very pleased with the terms of this
agreement and with the proposed board and management changes. We see these
steps, in conjunction with the amalgamation of Granges and Hycroft, as being
very positive in generating increased value for all Granges shareholders."
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