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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
Dakota Mining Corporation
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(Name of Issuer)
Common Shares, no par value
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(Title of Class of Securities)
23423G 10 5
-----------------------
(CUSIP Number)
Jerome C. Cain
Atlas Corporation
370 Seventeenth Street, Suite 3150
Denver, Colorado 80202
(303) 825-1200
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(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
March 6, 1996
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(Date of Event which Requires Filing
of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition which is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1 (b)(3) or (4), check the following box.[ ].
Check the following box if a fee is being paid with the statement [ ]. (A fee is
not required only if the reporting person: (1) has a previous statement on file
reporting beneficial ownership of more than five percent of the class of
securities described in Item 1; and (2) has filed no amendment subsequent
thereto reporting beneficial ownership of less than five percent of such class.)
(See Rule 13d-7)
Note: Six copies of this statement, including all exhibits, should be filed
with the Commission. See Rule 13d-1(a) for other parties to whom copies are to
be sent.
*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter disclosure
provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
Exhibit Index: Page 8
PAGE 1 OF 8 PAGES
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SCHEDULE 13D
CUSIP NO. 23423G 10 5
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1 Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
Atlas Corporation
13-5503312
2 Check the Appropriate Box If a Member of a Group*
a. [ ]
b. [ ]
3 SEC Use Only
4 Source of Funds*
N/A
5 Check Box If Disclosure of Legal Proceedings Is Required Pursuant to Items
2(d) or 2(e) [ ]
6 Citizenship or Place of Organization
Delaware
7 Sole Voting Power
Number of 355
Shares
Beneficially 8 Shared Voting Power
Owned By 0
Each
Reporting 9 Sole Dispositive Power
Person 355
With
10 Shared Dispositive Power
0
11 Aggregate Amount Beneficially Owned by Each Reporting Person
355
12 Check Box If the Aggregate Amount in Row (11) Excludes Certain
Shares* [ ]
13 Percent of Class Represented By Amount in Row (11)
.001%
14 Type of Reporting Person*
CO
PAGE 2 OF 8
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SCHEDULE 13D
ITEM 1. Security and Issuer.
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This amendment number one to the statement on Schedule 13D (the "Schedule
13D") relates to the Common Shares, no par value (the "Common Shares") of Dakota
Mining Corporation, a corporation continued under the laws of Canada (the
"Issuer"). The address of the principal executive offices of the Issuer is 410
Seventeenth Street, Suite 2450, Denver, Colorado 80202.
ITEM 2. Identity and Background.
-----------------------
This amended Statement is being filed by Atlas Corporation, a Delaware
corporation ("Atlas"). Atlas' principal offices are located at Republic Plaza,
370 Seventeenth Street, Suite 3050, Denver, Colorado 80202. Atlas is a gold
mining company whose common stock is listed on the New York Stock Exchange. The
name, business address, present principal occupation or employment (and the
name, principal business and address of any corporation or other organization in
which such employment is conducted) and citizenship of each of the directors and
executive officers of Atlas is set forth in Schedule A attached hereto and
incorporated herein by this reference. During the last five years, neither Atlas
nor, to the best of Atlas' knowledge, any of the persons identified in Schedule
A hereto has been convicted in a criminal proceeding (excluding traffic
violations or similar misdemeanors) or has been a party to a civil proceeding of
a judicial or administrative body of competent jurisdiction and as a result of
such proceeding was or is subject to a judgment, decree or final order enjoining
future violations of, or prohibiting or mandating activities subject to, federal
or state securities laws or finding any violation with respect to such laws.
ITEM 3. Source and Amount of Funds or Other Consideration.
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The full $3,000,000 purchase price of 2,419,355 Common Shares purchased by
Atlas on March 9, 1993 (see item 4 below) was paid out of the working capital of
Atlas.
ITEM 4. Purpose of Transaction.
----------------------
On March 9, 1995 Atlas and the Issuer entered into a Subscription Agreement
(the "Subscription Agreement"), pursuant to which, on such date, Atlas purchased
2,419,355 Special Warrants of the Issuer at the price of $1.24 per Special
Warrant. Such sale of Special Warrants by the Issuer was part of a private
placement by the Issuer of 4,838,710 Special Warrants of the Issuer. In
accordance with the terms of the Subscription Agreement each Special Warrant was
exercisable, without the payment of any additional consideration, into one
Common Share of the Issuer, and was to be automatically deemed exercised if not
exercised by the relevant expiry date set forth in the Subscription Agreement.
Pursuant to the Subscription Agreement, the Issuer filed a preliminary
prospectus, and on July 21, 1995 obtained final receipts for such prospectus, in
British Columbia and Ontario, whereupon the Common Shares underlying the Special
Warrants became freely tradeable through the facilities of the Toronto Stock
Exchange. The Special Warrants were automatically deemed exercised on August 1,
1995. Accordingly, Atlas thereby acquired 2,419,355 Common Shares of the Issuer.
PAGE 3 OF 8
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In connection with consummating the aforesaid purchase by Atlas of Special
Warrants, Atlas and Dakota executed and delivered to each other a Mutual Limited
Release, whereby each party released the other from any liability, direct or
indirect, arising out of an agreement or agreement in principle dated May 31,
1994 between the parties relating to, among other things, the contemplated
purchase by Atlas of certain securities of the Issuer.
Following the purchase by Atlas of Special Warrants, David J. Birkenshaw,
Chairman and Chief Executive Officer of Atlas, became a Director of the Issuer.
At the time Atlas purchased the Special Warrants in March, 1995, it
disclosed that it was purchasing the Special Warrants for investment purposes.
In addition, Atlas disclosed that it owned a 37% interest (currently 27.7%) in
Granges Inc., a Canadian mining company and that Atlas would continue to review
the possibility of amalgamating with one or more other mining companies in order
to create a more widely held, intermediate-size North American gold producer.
Atlas stated, however, that at the time of its purchase of the Special Warrants
that it was not making any plans or proposals relating to the business policies
or management of the Issuer and also stated that it was not then having any
discussions with the Issuer regarding any amalgamation involving Atlas and the
Issuer, although it reserved the right to pursue plans and proposals regarding
the business and management of the Issuer and to engage in discussions regarding
an amalgamation.
On February 16, 1996, Mr. Birkenshaw had resigned his position as a
Director of the Issuer.
Based on the current market price of the Common Shares, and based on
alternative investment possibilities currently available to it, the Board of
Directors of Atlas, on March 6, 1996, approved a proposal of management to sell
all or a portion of Atlas' 2,419,355 Common Shares, through sales in the open
market on the Toronto Stock Exchange or through privately negotiated
transactions in Canada. Later that day, Atlas sold 2,419,000 Common Shares in a
privately-negotiated sale to Canaccord Capital Corporation, a Canadian
corporation, at the price of $2.55 per Common Share. As a result of such sale,
Atlas is no longer the beneficial owner of 5% or more of the Common Stock of the
Issuer.
Atlas does not have any present plans or proposals regarding the Issuer's
business policies or management (including, without limitation, any plans or
proposals involving an amalgamation of Atlas and the Issuer).
ITEM 5. Interest in Securities of the Issuer.
------------------------------------
On March 6, 1996, immediately prior to the sale of 2,419,000 Common Shares,
Atlas owned of record and beneficially 2,419,355 Common Shares and had sole
power to vote and dispose of such Common Shares. The Common Shares owned by
Atlas constituted 9.1% of the issued and outstanding Common Shares of the
Issuer, based on 26,534,742 Common Shares being issued and outstanding (as the
Issuer advised Atlas) as of February 16, 1996. Following the sale of the
2,419,000 Common Shares, Atlas owns of record or beneficially 355 Common
Shares of the Issuer, which represent 0.001% of the issued and outstanding
Common Shares as of February 16, 1996.
There have been no transactions in the Common Shares of the Issuer by Atlas
or, to the best of Atlas' knowledge, any of the executive officers or directors
identified in Schedule A hereto (except as specifically indicated in such
Schedule) during the 60 days preceding the filing of this Statement.
ITEM 6. Contracts, Arrangements, Understandings or Relationships with Respect
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to Securities of the Issuer.
---------------------------
Except as set forth herein, Atlas and the executive officers and directors
identified in Schedule A hereto do not have any contracts, arrangements,
understandings or relationships (legal or otherwise) among themselves or with
any other person, with respect to the securities of the Issuer.
ITEM 7. Material to Be Filed as Exhibits.
--------------------------------
None.
PAGE 4 OF 8
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SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
Dated: March 18, 1996
ATLAS CORPORATION
By: /s/ Jerome C. Cain
-----------------------
Name: Jerome C. Cain
Title: Treasurer and Secretary
PAGE 5 OF 8
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SCHEDULE A
ATLAS CORPORATION
DIRECTORS AND EXECUTIVE OFFICERS
Unless otherwise indicated, the address of each individual listed is: Atlas
Corporation, Republic Plaza, 370 Seventeenth Street, Suite 3050, Denver,
Colorado 80202.
<TABLE>
<CAPTION>
NAME AND BUSINESS ADDRESS POSITION WITH ATLAS PRINCIPAL OCCUPATION CITIZENSHIP
<S> <C> <C> <C>
David J. Birkenshaw/1/ Chairman, Chief Executive President, Birkenshaw Canada
Birkenshaw & Company Ltd. Officer and Director & Company Ltd.
Suite 5306, Box 106 (investment company)
Scotia Plaza
40 King Street West
Toronto, Ontario M5H 3Y2
Michael Richings Director President, Chief U.S.
Granges, Inc. Executive Officer and
370 Seventeenth Street Director, Granges, Inc.
Suite 3000 (mining company)
Denver, Colorado 80202
David P. Hall Director President and Chief Canada
1414-700 West Georgia St. Executive Officer,
Vancouver, British Columbia Aurizon Mines Ltd.
V6E 2K3 (mining company)
Douglas R. Cook Director President, U.S.
Cook Ventures Inc. Cook Ventures Inc.
2485 Greensboro Drive (geological consulting
Reno, Nevada 89509 firm)
C. Thomas Ogryzlo Director President and Chief Canada
2200 Lake Shore Boulevard Operating Officer,
West Kilborn Engineering &
Toronto, Ontario M8V 1A4 Construction Limited
James H. Dunnett Director Director, Endeavor Canada
1111 West Georgia St. Financial Inc. (investment
Suite 404 banking firm)
Vancouver, British Columbia
V6E 4M3
</TABLE>
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/1/ On February 9, 1995, Mr. Birkenshaw sold 50,000 shares of the Issuer
received as partial compensation for his services as Director of the Issuer.
PAGE 6 OF 8
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<TABLE>
<CAPTION>
NAME AND BUSINESS ADDRESS POSITION WITH ATLAS PRINCIPAL OCCUPATION CITIZENSHIP
<S> <C> <C> <C>
Philip R. Mengel Director Chief Executive Officer U.S.
Corporate Office and member of the Board,
1166 Spring Street Glen-Gery Corporation
P.O. Box 7001 (building materials
Wyomissing, PA 19610-6001 manufacturer)
Gary E. Davis President Same U.S.
Richard E. Blubaugh Vice-President, Same U.S.
Environmental and
Governmental Affairs
Gregg B. Shafter Vice-President, Same U.S.
Project Development
James R. Jensen Controller and Principal Same U.S.
Accounting Officer
Jerome C. Cain Secretary, Vice President Same U.S.
of Finance, and Treasurer
</TABLE>
PAGE 7 OF 8
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EXHIBIT INDEX
Exhibit No. Exhibit Name
- ----------- ------------
None.
PAGE 8 OF 8
