<PAGE>
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- -------------------------------------------------------------------------------
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE SECURITIES EXCHANGE ACT OF
1934
(AMENDMENT NO. )
Filed by the Registrant [X]
Filed by a Party other than the Registrant [_]
Check the appropriate box:
[_]Preliminary Proxy Statement [_]CONFIDENTIAL, FOR USE OF THE
COMMISSION ONLY (AS PERMITTED BY
RULE 14C-5(D) (2))
[X]Definitive Proxy Statement
[_]Definitive Additional Materials
[_]Soliciting Material Pursuant to (S)240.14a-11(c) or (S)240.14a-12
ATLAS CORPORATION
(NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
N/A
(NAME OF PERSON(S) FILING PROXY STATEMENT, IF OTHER THAN THE REGISTRANT)
Payment of Filing Fee (Check the appropriate box):
[X]$125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1), 14a-6(i)(2) or
Item 22(a)(2) of Schedule 14A.
[_]$500 per each party to the controversy pursuant to Exchange Act Rule 14a-
6(i)(3).
[_]Fee computed on table below per Exchange Act Rules 14a-6(i)(4) 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 with 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:
Notes:
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<PAGE>
Republic Plaza, 370 Seventeenth Street, Suite 3050
Denver, CO 80202
Telephone: (303) 629-2440 Fax: (303) 629-2445
July 9, 1996
Dear Stockholder:
We cordially invite you to attend the Corporation's annual meeting of
stockholders at 9:30 A.M. on August 2, 1996 at The Brown Palace Hotel, 321
Seventeenth Street, Denver, Colorado. The Secretary's Notice of Meeting and
the Proxy Statement appear on the following pages and describe the business of
the meeting. A copy of the Annual Report for the fiscal year ended December
31, 1995 is being mailed to you herewith.
YOUR VOTE IS IMPORTANT REGARDLESS OF THE NUMBER OF SHARES YOU OWN. Please
sign, date and return the enclosed proxy card promptly.
Sincerely,
Gerald E. Davis
President
<PAGE>
(LETTERHEAD) Republic Plaza, 370 Seventeenth Street, Suite 3050
Denver, CO 80202
Telephone: (303) 629-2440 Fax: (303) 629-2445
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
The annual meeting of stockholders of Atlas Corporation will be held at The
Brown Palace Hotel, 321 Seventeenth Street, Denver, Colorado on August 2,
1996, at 9:30 A.M., for the following purposes:
1. Election of two directors to hold office until the 1998 Annual Meeting of
Stockholders and until their successors shall be elected and shall
qualify (PROPOSAL ONE).
2. Ratification of the appointment of Ernst & Young LLP as auditors of the
Corporation for the six month transitional period ended December 31, 1995
and approval of the appointment of Ernst & Young LLP as auditors of the
Corporation for the fiscal year ending December 31, 1996 (PROPOSAL TWO).
3. Transaction of such other business as may properly come before the
Meeting or any adjournment or adjournments thereof.
Only stockholders of record at the close of business on July 1, 1996 are
entitled to notice of and to vote at the meeting.
It is important that the greatest possible number of stockholders be present
or represented at the meeting. Please sign, date and return the accompanying
proxy card promptly, whether or not you plan to attend the annual meeting. You
may revoke the proxy at any time prior to its exercise. If you attend the
annual meeting, you may vote in person.
Jerome C. Cain
Secretary
July 9, 1996
<PAGE>
(LETTERHEAD) Republic Plaza, 370 Seventeenth
Street, Suite 3050
Denver, CO 80202
Telephone: (303) 629-2440 Fax: (303)
629-2445
PROXY STATEMENT
INTRODUCTION
This Proxy Statement is being furnished to stockholders of Atlas Corporation
("Atlas" or the "Corporation") in connection with the solicitation by the
Board of Directors of proxies to be voted at the annual meeting of
stockholders to be held on August 2, 1996 and at any adjournment thereof (the
"Meeting").
The purpose of the Meeting is to consider and vote upon proposals: (i) to
elect two directors to hold office until the 1998 Annual Meeting of
Stockholders and until their successors shall be elected and shall qualify
(PROPOSAL ONE); (ii) to ratify the appointment of Ernst & Young LLP as
auditors of the Corporation for the six month transitional period ended
December 31, 1995 and to approve the appointment of Ernst & Young LLP as
auditors of the Corporation for the fiscal year ending December 31, 1996
(PROPOSAL TWO); and (iii) to transact such other business as may properly come
before the Meeting or any adjournment or adjournments thereof.
Because no annual meeting of shareholders was held during the six month
transitional period ended December 31, 1995 (such transitional period
resulting from the decision of the Corporation to change its fiscal year to
the calendar year), and because therefore no proxy statement was distributed
setting forth information with respect to the fiscal year ended June 30, 1995,
certain information is set forth in this proxy statement for the fiscal year
ended June 30, 1995 as well as the six month transitional period ended
December 31, 1995.
This Proxy Statement was first mailed or given to stockholders on or about
July 10, 1996.
The principal executive offices of Atlas Corporation are located at Republic
Plaza, 370 Seventeenth Street, Suite 3050, Denver, Colorado 80202 (telephone:
(303) 629-2440).
<PAGE>
VOTING AND PROXIES
DATE, TIME AND PLACE OF MEETINGS
The Meeting will be held at The Brown Palace Hotel, 321 Seventeenth Street,
Denver, Colorado on August 2, 1996, at 9:30 A.M. Only stockholders of record
at the close of business on July 1, 1996, are entitled to notice of and to
vote at the meeting.
RECORD DATE AND OUTSTANDING SHARES
The only class of voting securities of the Corporation is its Common Stock.
On July 1, 1996 the record date for the determination of stockholders entitled
to notice of and to vote at the Meeting, 20,092,270 shares of Common Stock
were outstanding.
PROXIES AND VOTES REQUIRED
Stockholders 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 annual meeting is necessary to constitute a
quorum. Approval of each of the proposals to be considered at the annual
meeting requires 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
annual meeting. Abstentions by the holders of such shares will be the
equivalent of negative votes and broker non-votes will have no effect, as any
shares subject to broker non-votes will not be present and entitled to vote
with respect to any proposal to which the broker non-vote applies.
If the enclosed form of proxy is properly executed and returned to Atlas in
time to be voted at the annual meeting, the shares represented thereby will be
voted in accordance with the instructions marked thereon. Executed proxies
with no instructions marked thereon will be voted FOR each of the proposals
set forth herein.
Neither Atlas nor its Board of Directors intends to bring before the Meeting
any matter other than those described in this Proxy Statement. If any other
matter should properly come before the Meeting, it is the intention of the
persons named in the accompanying form of proxy to vote the shares represented
by them in accordance with their judgment.
The presence of a shareholder at the Meeting will not automatically revoke
such shareholder's proxy. However, a shareholder may revoke a proxy at any
time prior to its exercise by (1) delivery to the Secretary of Atlas a written
notice of revocation prior to the annual meeting, (2) delivering to the
Secretary of Atlas a duly executed proxy bearing a later date, or (3)
attending the Meeting and filing a written notice of revocation with the
Secretary of the Meeting.
2
<PAGE>
Security Ownership
The following table sets forth certain information at June 28, 1996,
regarding the beneficial ownership, including shares of Common Stock which may
be acquired upon the exercise of stock options or warrants, or the conversion
of any securities, within 60 days of June 28, 1996, of the Company's Common
Stock by (i) persons known to the Company to own more than 5 percent of the
Company's Common Stock, (ii) each director of the Company, (iii) each
executive officer named in the Summary Compensation Table set forth on page
13, and (iv) all directors and executive officers as a group. As of June 28,
1996, none of the directors or executive officers of the Company owned
beneficially any of the Company's outstanding securities other than Common
Stock.
<TABLE>
<CAPTION>
Number of Shares
and Nature of Percent
Name Beneficial Ownership(1) of Class
---- ----------------------- --------
<S> <C> <C>
Mackenzie Financial Corporation 3,396,900(2) 16.1%(2)
150 Bloor Street West,
Suite 805
Toronto, Ontario M5S 3B5
M.I.M. Holdings Limited 3,000,000(3) 14.3%(3)
M.I.M. Plaza,
410 Anne St.
Brisbane, Queensland, 4000
Australia
Independence Mining Company 1,400,000(4) 7.0%(4)
5251 DTC Parkway, Suite 700
Englewood, CO 80111
Douglas R. Cook 8,667(5) *
Gerald E. Davis 49,362(6) *
James H. Dunnett 121,667(7) *
David P. Hall 6,667(5) *
C. Thomas Ogryzlo 6,667(5) *
Michael B. Richings -- --
Richard E. Blubaugh 38,804(8) *
Gregg B. Shafter 20,474(8) *
Jerome C. Cain 17,603(8) *
David J. Birkenshaw 1,450,000(9) 6.75%(9)
All executive officers and
directors
as a group (10 persons) 1,717,911(10) 7.94%(10)
</TABLE>
- ---------
3
<PAGE>
* Ownership does not exceed 1 percent of class.
(1) Does not include shares issuable on the exercise of options which have
not vested and will not vest within sixty days of this report.
(2) On February 13, 1996, Atlas received a copy of Schedule 13G filed with
the Securities and Exchange Commission by Mackenzie Financial Corporation
reflecting beneficial ownership of 2,366,900 shares of Common Stock. To the
best of the Company's knowledge, Mackenzie Financial Corporation also
beneficially owns warrants issued by the Company which are exercisable into
910,000 shares of Common Stock at an exercise of $7.00 per share and into
120,000 shares of Common Stock at an exercise price of $3.625 per share.
(3) M.I.M. Holdings Limited, to the best of the Company's knowledge, is the
direct beneficial owner of (i) 2,000,000 shares of Common Stock and (ii)
warrants issued by the Company which are exercisable into 1,000,000 shares of
Common Stock at an exercise price of $7.00 per share.
(4) On November 3, 1996, Atlas received a copy of Schedule 13D filed by
Independence Mining Company Inc. reflecting direct ownership of 1,400,000
shares of Common Stock.
(5) Includes 6,667 shares obtainable upon exercise of options granted to him
under the Long Term Incentive Plan.
(6) Includes 40,000 shares obtainable upon exercise of options granted under
the Long Term Incentive Plan and 9,062 shares held beneficially under the
Company's 401(k) Plan and 300 shares held directly.
(7) James H. Dunnett may be deemed, by virtue of his 25 percent interest in
Acorn Capital Financial Corporation, which is the direct beneficial owner of
(i) 70,000 shares of Common Stock and (ii) warrants issued by the Company
which are exercisable into 45,000 shares of Common Stock at an exercise price
of $7.00 per share, to be the indirect beneficial owner of securities owned by
Acorn Capital Financial Corporation. Mr. Dunnett's holdings also include 6,667
shares obtainable upon exercise of options granted to him under the Long Term
Incentive Plan.
(8) Messrs. Blubaugh, Shafter and Cain hold 26,250, 14,250 and 11,250
shares, respectively, obtainable upon exercise of options granted under the
Long Term Incentive Plan, and 9,554, 5,224 and 6,353 shares, respectively,
held for such participant's accounts under the Company's 401(k) Plan. Each
individual also holds 1,000 shares directly.
(9) Includes an option to purchase an aggregate of 200,000 shares of the
Company's Common Stock at an exercise price of $1.50 per share which was
awarded to Mr. Birkenshaw upon his resignation on June 21, 1996, and warrants
issued by the Company which are exercisable into 100,000 shares of Common
Stock at an exercise of $7.00 per
4
<PAGE>
share and into 1,150,000 shares of Common Stock at an exercise price of $3.625
per share.
(10) Includes (i) 118,418 shares obtainable upon exercise of options granted
under the Long Term Incentive Plan, (ii) warrants issued by the Company which
are exercisable into 145,000 shares of Common Stock at an exercise of $7.00
per share and into 1,150,000 shares of Common Stock at an exercise price of
$3.625 per share, (iii) 29,193 shares of Common Stock held beneficially under
the Company's 401(k) Plan, (iv) an option to purchase 200,000 shares of the
Company's Common Stock at an exercise price of $1.50 and (v) direct ownership
of 75,300 shares of Common Stock.
SOLICITATION OF PROXIES
The cost of soliciting proxies will be borne by the Corporation. Proxies may
be solicited by personal interview, telephone and telegraph as well as by use
of the mails. It is anticipated that banks, brokerage houses and other
custodians, nominees or fiduciaries will be requested to forward soliciting
material to their principals and to obtain authorization for the execution of
proxies and that they will be reimbursed for their out-of-pocket expenses
incurred in that connection. The Corporation has retained Morrow & Company to
assist in the solicitation of proxies. Morrow & Company will be paid for its
services a sum not to exceed $5,000 plus reasonable and customary expenses and
reimbursement for payments made for the account of the Corporation to brokers
and other nominees for their expenses in forwarding soliciting material.
DISSENTERS' RIGHT OF APPROVAL
Under the Delaware General Corporation Law, shareholders who object to any
of the proposals to be acted on will not be entitled to demand appraisal of,
or to receive payment for, their shares of Common Stock regardless of such
shareholders' vote, or failure to vote, on such proposal.
5
<PAGE>
PROPOSAL ONE
ELECTION OF DIRECTORS
The Company's directors are divided into three classes and hold office for a
term of three years ending with the annual meeting of stockholders for the
fiscal period ended December 31, 1995 in the case of Class II, for fiscal 1996
in the case of Class III and for fiscal 1997 in the case of Class I. There are
currently six directors.
Unless authority is withheld, it is intended that votes pursuant to proxies
solicited by this Proxy Statement will be voted for the election of James H.
Dunnett and C. Thomas Ogryzlo as Class II directors. If any nominee is unable
to serve, the proxies will be voted for a substitute nominee. Each of the
nominees is presently a Class II director.
Information Concerning Directors and Nominees
<TABLE>
<CAPTION>
Director Principal Occupation, Past Five Years' Business
Name Since Experience and Other Directorships Held Age
---- -------- ----------------------------------------------- ---
<S> <C> <C> <C>
CLASS II
(TERM OF OFFICE EXPIRES AT THE ANNUAL MEETING OF
STOCKHOLDERS FOR THE FISCAL PERIOD ENDED DECEMBER 31, 1995)
James H. 1995 Elected non-executive 46
Dunnett Chairman of the Company
on June 21, 1996. Princi-
pal of Endeavour Finan-
cial Corp., a private Ca-
nadian business special-
izing in arranging proj-
ect financing, mergers
and acquisitions for the
mining industry.
Mr. Dunnett serves as a
director of Phoenix Fi-
nancial Holdings Inc., a
51% subsidiary of the
Company. Between August
1994 and September 1995
served as a director of
Granges Inc., in which
the Company holds a 27.5%
interest. Mr. Dunnett's
business address is 1111
West Georgia St., Suite
404, Vancouver, BC, Can-
ada V6E 4M3.
</TABLE>
6
<PAGE>
<TABLE>
<CAPTION>
Director Principal Occupation, Past Five Years' Business
Name Since Experience and Other Directorships Held Age
---- -------- ----------------------------------------------- ---
<S> <C> <C> <C>
C. Thomas 1993 President and Chief Oper- 56
Ogryzlo ating Officer, Kilborn
SNC-Lavalin Inc.; for-
merly a principal of
Wright Engineers Limit-
ed, an engineering firm;
director of Carib Gold
Resources Inc. and Rio
Amarillo Mining Limited.
Mr. Ogryzlo's business
address is 2200 Lake
Shore Boulevard West,
Toronto, Ontario, Canada
M8V 1A4.
CLASS III
(TERM OF OFFICE EXPIRES AT THE ANNUAL MEETING
OF STOCKHOLDERS FOR FISCAL YEAR 1996)
Douglas R. 1988 President of Cook Ventures 70
Cook Inc., a geological con-
sulting firm; Director,
Pegasus Gold Corpora-
tion. Mr. Cook's busi-
ness address is 2485
Greensboro Drive, Reno,
Nevada 89509.
Michael B. 1995 President, Chief Executive 51
Richings Officer and Director of
Granges Inc., a Canadian
mining company and 27.5%
subsidiary of the Compa-
ny, since June 1, 1995.
Formerly President and
Chief Operating Officer
of the Company (January
1995 to June 1995) and
President of Lac Miner-
als Ltd. South America
(April 1993 to December
1994). Employed by the
Company as Vice Presi-
dent--Special Projects
(June 1992 to March
1993) and Vice Presi-
dent--Operations (July
1990 to May 1992). Mr.
Richings' business ad-
dress is 370 Seventeenth
Street, Suite 3000, Den-
ver, Colorado 80202.
</TABLE>
7
<PAGE>
<TABLE>
<CAPTION>
Director Principal Occupation, Past Five Years' Business
Name Since Experience and Other Directorships Held Age
---- -------- ----------------------------------------------- ---
<S> <C> <C> <C>
CLASS I
(TERM OF OFFICE EXPIRES AT THE ANNUAL MEETING
OF STOCKHOLDERS FOR FISCAL YEAR 1997)
David P. Hall 1993 President and Chief Execu- 49
tive Officer of Aurizon
Mines Ltd., a mineral
exploration and develop-
ment company and manage-
ment firm; formerly
President of CanGold Re-
sources (to January
1995) and formerly Pres-
ident of Hughes Lang
Corporation (to January
1994). Mr. Hall's busi-
ness address is 1414-700
West Georgia St., Van-
couver, BC V7Y 1A3.
Gerald E. Davis 1996 Elected to Board on June 47
21, 1996 to fill the va-
cancy created by the
resignation of Philip R.
Mengel. President of the
Company since August 18,
1995. Since joining the
Company in 1989, Mr. Da-
vis has also served as
Executive Vice Presi-
dent, Chief Operating
Officer, Vice Presi-
dent--Corporate Develop-
ment and Vice Presi-
dent--Business Planning
and Marketing. Mr. Davis
serves as Chief Execu-
tive Officer and Vice
Chairman of Phoenix Fi-
nancial Holdings Inc., a
51% subsidiary of the
Company. Mr. Davis'
business address is that
of the Company.
</TABLE>
8
<PAGE>
The Corporation has an Audit Committee and a Compensation Committee, both of
which are appointed by the Board of Directors. The Compensation Committee
currently consist of Messrs. Ogryzlo and Cook, and during the fiscal year
ended December 31, 1995 consisted of, Messrs. Ogryzlo, Cook and Mengel, who
resigned from the Board of Directors on May 29, 1996. The Audit Committee
currently consists of, and during the fiscal year ended December 31, 1995
consisted of, Messrs. Dunnett, Hall and Cook. The principal functions of the
Audit Committee are to recommend the selection of the Corporation's 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
administer the Corporation's 1979 Key Employee Stock Incentive Plan, Long Term
Incentive Plan, Annual Incentive Plan and Retirement Plan for Outside
Directors, to recommend changes in compensation plans and the adoption of new
compensation plans and to recommend compensation for senior officers of the
Corporation. During the fiscal year ended June 30, 1995, the Audit and
Compensation Committees each held two meetings. During the six month
transitional period ended December 31, 1995, the Audit Committee held one
meeting and the Compensation Committee held two meetings.
During the fiscal year ended June 30, 1995, the board met seven times. Each
director attended 75% or more of the aggregate of the total number of Board
meetings and meetings of Board committees on which that director served during
the fiscal year ended June 30, 1995. During the six month transitional period
ended December 31, 1995, the Board of Directors met six times. Each director,
with the exception of Messrs. Hall and Mengel, attended 75% or more of the
aggregate of the total number of Board meetings and meetings of Board
committees on which that director served during the six month period ended
December 31, 1995.
Fees paid to directors are paid only to directors who are not employees of
the Corporation and currently consist of a $7,500 annual fee, a $1,000 fee for
each Board of Directors meeting attended in person, a $500 fee for each Board
of Directors meeting attended by telephone and a $500 fee for each committee
meeting attended.
The Retirement Plan for Outside Directors of the Corporation provides
retirement, death and disability benefits to directors of the Corporation who
are not employees of the Corporation and who do not have a vested interest in
the Atlas Corporation 1978 Retirement Plan described in this Proxy Statement.
Eligible directors who retire from the Board of Directors after age 55 and
have five or more years of service or who have ceased serving as a director
because of disability are entitled to receive an annual cash benefit equal to
the annual retainer for service as a director which is in effect on the date
on which the director's service as a director ceases for a period equal to the
number of
9
<PAGE>
years of service as a director, but in no event for more than 10 years.
Directors who die while serving as a director are entitled to receive a lump
sum cash benefit equal to five times the annual retainer. If there is a change
of control of the Corporation, each director who then has more than one but
less than five years of service will be treated as having five years of
service, unless that director would not have had five years of service if
service had continued until age 55. Payment of these benefits commences in the
calendar year following the calendar year in which the directors service
terminates.
The Board of Directors voted to discontinue the Retirement Plan for Outside
Directors at a Board Meeting held on November 15, 1993, and to make Mr. Cook
eligible to participate in the plan as in existence at such time. In addition
to Mr. Cook, three former Directors are still eligible for benefits under such
plan. To date, $118,000 in payments have been made of benefits of $327,500
which have accrued.
The Long Term Incentive Plan provides for the automatic granting of an
option to purchase 20,000 shares of Common Stock of the Company to non-
employee directors at the time of their election or appointment to the Board
of Directors or such persons who were directors of the Company on January 6,
1995. Such option shall become exercisable in three annual installments from
date of grant and shall have a term of ten years.
THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE FOR APPROVAL OF THE
NOMINEES FOR ELECTION AS DIRECTORS.
PROPOSAL TWO
SELECTION OF AUDITORS
A proposal to ratify the selection by Atlas' Board of Directors of Ernst &
Young LLP as Atlas' auditors for the fiscal year ended December 31, 1995 and
to approve the selection of Ernst & Young LLP as Atlas' auditors for the
fiscal year ending December 31, 1996 will be presented to the meeting. Ernst &
Young LLP examined the financial statements of Atlas and its subsidiaries for
the fiscal year ended June 30, 1995 and for the fiscal year ended December 31,
1995. Representatives of Ernst & Young LLP 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 fiscal years
ended June 30, 1995 and December 31, 1995 Ernst & Young LLP rendered audit and
non-audit services to the Corporation and its subsidiaries.
THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE FOR THE PROPOSED
RATIFICATION AND APPROVAL.
10
<PAGE>
EXECUTIVE OFFICERS AND COMPENSATION
Set forth below is the age and certain other information regarding each
person currently serving as an executive officer of the Corporation.
Gerald E. Davis, age 47, has served as President of the Corporation since
August 18, 1995. Prior to that he had served the Corporation in the
following capacities: Executive Vice President since May 15, 1995, Vice
President-Corporate Development since September 21, 1993, Chief Operating
Officer from May 1, 1993, and Vice President--Business Planning and
Marketing since November 13, 1989. Mr. Davis also serves as Vice-Chairman
and Chief Executive Officer of Phoenix Financial Holdings Inc., a 51%
subsidiary of the Company. Mr. Davis has an employment agreement providing
for his employment as an officer of the Corporation, at a minimum annual
salary of $150,000, until the termination of his employment by Mr. Davis or
the Corporation or his normal retirement in accordance with the Corporation
retirement programs in place at the time. Mr. Davis is entitled, upon
termination of his employment by the Corporation without "Cause" or by him
with "Good Reason" (as such terms are defined in the employment agreement),
to a severance payment equal to one year's salary, amounts accrued but
unpaid under his employment agreement and amounts payable under existing
employee benefit plans; except that upon the termination of his employment
by the Corporation without "Cause" or by him with "Good Reason", either
within three months prior to a change of control or within two years after
a change of control, Mr. Davis would be entitled to an amount equal to two
times his annual salary then in effect, all amounts accrued but not paid
under his employment agreement and all amounts payable under existing
employee benefit plans.
Richard E. Blubaugh, age 49, has served as Vice President--Environmental
and Governmental Affairs since October 1, 1990. Mr. Blubaugh has an
employment agreement providing for his employment as an officer of the
Corporation, at a minimum annual salary of $91,690, until the termination
of his employment by Mr. Blubaugh or the Corporation or his normal
retirement in accordance with the Corporation retirement programs in place
at the time. Mr. Blubaugh is entitled, upon termination of his employment
by the Corporation without "Cause", by him with "Good Reason" or either
within three months prior to a change of control or within two years after
a "Change of Control" (as such terms are defined in the employment
agreement), to a severance payment equal to one year's salary, amounts
accrued but unpaid under his employment agreement and amounts payable under
existing employee benefit plans.
Gregg B. Shafter, age 40, has served as Vice President--Project
Development since August 1, 1995. Since joining the Company in August 1991,
Mr. Shafter has
11
<PAGE>
also served in the capacities of Manager--Business Development and Land
Manager. Prior thereto Mr. Shafter was the Land Manager for Western Gold
Exploration and Mining Company, Limited Partnership. Mr. Shafter has an
employment agreement providing for his employment as an officer of the
Corporation, at a minimum annual salary of $78,750, until the termination
of his employment by Mr. Shafter or the Corporation or his normal
retirement in accordance with the Corporation retirement programs in place
at the time. Mr. Shafter is entitled, upon termination of his employment by
the Corporation without "Cause", by him with "Good Reason" or either within
three months prior to a change of control or within two years after a
"Change of Control" (as such terms are defined in the employment
agreement), to a severance payment equal to one-twelfth of his annual
salary multiplied by the number of full years of employment by the Company,
provided that in no event shall such amount be less than one-half of his
annual salary, amounts accrued but unpaid under his employment contract and
amounts payable under existing employee benefit plans.
Jerome C. Cain, age 33, has served as Vice President--Finance since March
15, 1996 and has served as Treasurer and Corporate Secretary since January
1, 1995. Mr. Cain, who joined the Company in September 1989, has also
served as Manager of Business Planning and Manager of Financial Services.
Mr. Cain has an employment agreement providing for his employment as an
officer of the Corporation, at a minimum annual salary of $67,880 until the
termination of his employment by Mr. Cain or the Corporation or his normal
retirement in accordance with the Corporation retirement programs in place
at the time. Mr. Cain is entitled, upon termination of his employment by
the Corporation without "Cause", by him with "Good Reason" or either within
three months prior to a change of control or within two years after a
"Change of Control" (as such terms are defined in the employment
agreement), to a severance payment equal to one-twelfth of his annual
salary multiplied by the number of full years of employment by the Company,
amounts accrued but unpaid under his employment contract and amounts
payable under existing employee benefit plans.
The following table sets forth all compensation paid by the Corporation, for
the six months ended December 31, 1995 and for each of the fiscal years ended
June 30, 1995, 1994 and 1993, to Messrs. Gerald E. Davis, Richard E. Blubaugh,
Gregg B. Shafter, Jerome C. Cain and David J. Birkenshaw. Except for Mr.
Birkenshaw, who resigned as Chairman and Chief Executive Officer of the
Corporation on June 21, 1996, and Mr. Davis, no other person who was serving
as an executive officer of the Corporation at December 31, 1995 had total cash
and cash-equivalent remuneration which exceeded $100,000 during such fiscal
year.
12
<PAGE>
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
Long Term
Annual Compensation Compensation
---------------------------- ------------
Name and Principal Year or Other Annual Stock All Other
Position Period Ended Salary Bonus Compensation Options Compensation
- ------------------ ------------- -------- ------ ------------ ------------ ------------
<S> <C> <C> <C> <C> <C> <C>
Gerald E. Davis Dec. 31, 1995(1) $ 76,078 -- $ 6,312(2) 40,000 $1,875(3)
June 30, 1995 $134,561 $3,500 $ 6,813(2) 75,000 $7,560(3)
June 30, 1994 $120,000 -- $45,436(4)(2) 25,000 $1,800(3)
June 30, 1993 $ 98,150 -- $ 885(2) 21,000 $2,769(3)
Richard E.
Blubaugh Dec. 31, 1995(1) $ 46,575 -- $ 5,956(2) 52,500 $2,794(3)
June 30, 1995 $ 86,500 $3,500 $ 6,481(2) 10,000 $5,400(3)
June 30, 1994 $ 84,852 $2,000 $18,036(4)(2) 25,000 $5,211(3)
June 30, 1993 $ 81,604 -- $ 661(2) 11,000 $4,896(3)
Gregg B. Shafter Dec. 31, 1995(1) $ 37,688 -- $ 3,386(2) 28,500 $2,261(3)
June 30, 1995 $ 66,000 $3,000 $ 1,744(2) 5,000 $3,792(3)
June 30, 1994 $ 64,501 $2,000 $ 280(2) 10,000 $2,769(3)
June 30, 1993 $ 61,502 -- $ 265(2) 500 $1,260(3)
Jerome C. Cain Dec. 31, 1995(1) $ 30,965 -- $ 3,274(2) 22,500 $1,858(3)
June 30, 1995 $ 55,000 $2,750 $ 1,684(2) 2,500 $3,465(3)
June 30, 1994 $ 49,081 $2,000 $ 85(2) 10,000 $3,065(3)
June 30, 1993 $ 39,361 -- -- -- $2,362(3)
David J.
Birkenshaw(6)(7) Dec. 31, 1995(1) $ 87,500 -- 84,462(2)(5) -- --
June 30, 1995 $154,167 -- -- 350,000 --
June 30, 1994 $ 75,000 -- -- 300,000 --
June 30, 1993 -- -- -- -- --
</TABLE>
- ---------
(1) Represents the six month period ended December 31, 1995.
(2) Includes certain perquisites, such as car allowances and life insurance
premiums paid by the Company.
(3) Includes contributions by the Corporation to the Investment Savings Plan
for Employees of Atlas Corporation.
(4) Amount includes payments by the Company to Messrs. Davis and Blubaugh of
$35,625 and $11,875, respectively, upon exercise of options to purchase 15,000
and 5,000 shares of Common Stock by Messrs. Davis and Blubaugh following a
change in control of September 20, 1993, representing the difference between
the option price and the market price of such shares.
(5) Amount includes $75,000 relocation expenses paid by the Company.
(6) Subsequent to the fiscal year ended December 31, 1995, David J.
Birkenshaw was awarded a special cash payment of $150,000 in recognition for
his contributions and role in securing financing for the Corporation during
1995 and the first quarter of 1996.
(7) Upon the resignation of David J. Birkenshaw on June 21, 1996, the
Company agreed to pay the following payments and benefits to Mr. Birkenshaw:
1) a single lump sum payment of $337,500 and six monthly installments of
$18,750 less any amounts due
13
<PAGE>
the Company from employee; 2) an award of an option to purchase an aggregate
of 200,000 shares of the Company's Common Stock at an exercise price of $1.50
per share, which option shall become exercisable in whole or in part at any
time prior to June 20, 1999; and 3) the forgiveness of the $60,000 unsecured
housing loan and any accrued interest on such loan. As part of the aforesaid
severance arrangement, Mr. Birkenshaw released all rights with respect to the
650,000 options granted to him during the fiscal years ended June 30, 1995 and
June 30, 1994.
See also, with respect to Messrs. Davis, Blubaugh, Shafter, Cain and
Birkenshaw, the section entitled "Options" below.
INVESTMENT AND SAVINGS PLAN. The Atlas Corporation Investment and Savings
Plan benefits employees of the Corporation and its subsidiaries who have
completed six months of service. Each participant under this plan must be at
least 21 years of age. Under this plan, an employee may elect to contribute,
pursuant to a salary reduction election, not less than 1 percent and not more
than 10 percent of the employee's annual compensation. The Corporation makes a
matching contribution of 100 percent of the amount contributed by the
employee, but not more than 6 percent of the employee's annual compensation.
In addition, the Corporation may make special contributions to this 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 the Corporation. All matching and special
contributions to this plan are invested in shares of Common Stock of the
Corporation.
1978 RETIREMENT PLAN. Eligible employees, including officers, participate in
the Atlas Corporation 1978 Retirement Plan (the "1978 Retirement Plan"), a
noncontributory defined benefit pension plan. Benefits under the 1978
Retirement Plan are based on years of service and the participant's
compensation during the participant's three consecutive highest compensated
years out of the participant's final five years as a participant. Benefits
under the 1978 Retirement Plan are payable upon disability, death or
retirement at age 55 or later and may be distributed in the form of a lump
sum, a single-life annuity, a joint and survivor annuity covering the
participant and a beneficiary or installments over a term of years.
Participants retiring before the age of 55 are entitled to a lump sum
distribution.
The following table shows the estimated annual benefits payable upon
retirement in the form of a single-life annuity under the 1978 Retirement Plan
to persons in the specified compensation and years-of-service classifications.
14
<PAGE>
PENSION PLAN TABLE
<TABLE>
<CAPTION>
Average
Annual
Compensation
on which
Retirement Estimated Annual Retirement Benefits at Age
Benefits 65 for Indicated Years of Credited Services
are --------------------------------------------
Based (10) (15) (20) (25) (30)
- ------------ -------- -------- -------- -------- --------
<S> <C> <C> <C> <C> <C>
$ 50,000......................... $ 8,704 $ 13,056 $ 17,408 $ 21,760 $ 23,112
$100,000......................... $ 18,704 $ 28,056 $ 37,408 $ 46,760 $ 56,112
$150,000......................... $ 28,704 $ 43,056 $ 57,408 $ 71,760 $ 86,112
$200,000......................... $ 28,704 $ 43,056 $ 57,408 $ 71,760 $ 86,112
$250,000......................... $ 28,704 $ 43,056 $ 57,408 $ 71,760 $ 86,112
$300,000......................... $ 28,704 $ 43,056 $ 57,408 $ 71,760 $ 86,112
</TABLE>
Retirement benefits under the 1978 Retirement Plan are based on salaries and
additional compensation such as awards under the Annual Incentive Plan. These
benefits are not affected by directors' fees.
Benefits listed in the table are net of an offset for part of the
participant's Social Security benefits. There is no other offset. Years of
service credited through December 31, 1995 under the 1978 Retirement Plan for
the officers listed in the Summary Compensation Tables are 5 years for Mr.
Davis, 13 for Mr. Blubaugh, 3 years for Mr. Shafter and 5 years for Mr. Cain.
The Code sets limits on a participant's annual benefits on retirement under
the 1978 Retirement Plan. To assure that participants' retirement benefits are
not reduced in the future because of the Code limits, the Board of Directors
adopted a supplemental Executive Retirement Plan, which provides retirement
benefits on an unfunded basis to selected participants whose benefits under
the 1978 Retirement Plan would be limited by the Code in an amount equal to
the difference between the annual retirement benefit permitted under the 1978
Retirement Plan by the Code and the amount that would have been paid but for
the limitation imposed by the Code.
ANNUAL INCENTIVE PLAN. Under the Corporation's Annual Incentive Plan,
incentive compensation may be paid to key employees selected by the
Compensation Committee based on the achievement by the Corporation and the
selected employees of performance goals established for each fiscal year by
the Compensation Committee. In addition to target awards, which recognize
achievement of the predetermined goals, the Compensation Committee may
establish threshold and maximum awards to recognize performance which has only
been minimally acceptable and performance which has been significantly above
target. Target, threshold and maximum awards are expressed as a
15
<PAGE>
percentage of selected employees' base salary for the pertinent fiscal year.
The Compensation Committee may consider the adverse impact of external
circumstances on the Corporation's performance in evaluating the achievement
of individual employee goals and in determining whether to exercise its
authority in such circumstances to make alternative or supplemental awards.
Since July 1, 1993, no awards were made under the Annual Incentive Plan.
OPTION GRANTS
<TABLE>
<CAPTION>
% of Total Exercise Grant
Number of Options Price(1) Date
Options Granted to (per Expiration Present
Name Granted Employees share) Date Value(2)
- ----------------------- --------- ---------- -------- ---------- --------
<S> <C> <C> <C> <C> <C>
For the Six Months Ended December
31, 1995:
Gerald E. Davis 40,000(3) 13.64% $2.00 8/09/05 $ 46,000
Richard E. Blubaugh 52,500(3) 17.90% $2.00 8/09/05 $ 60,000
Gregg B. Shafter 28,500(3) 9.72% $2.00 8/09/05 $ 33,000
Jerome C. Cain 22,500(3) 7.67% $2.00 8/09/05 $ 26,000
David J. Birkenshaw -- -- -- -- --
For the Year Ended June
30, 1995:
Gerald E. Davis 15,000(4) 1.32% $4.75 8/09/04 $ 53,000
60,000(5) 5.27% $2.00 5/18/05 $ 69,000
Richard E. Blubaugh 10,000(4) 0.88% $4.75 8/09/04 $ 35,000
Gregg B. Shafter 5,000(4) 0.44% $4.75 8/09/04 $ 17,000
Jerome C. Cain 2,500(4) 0.22% $4.75 8/09/04 $ 9,000
David J. Birkenshaw 350,000(6) 30.77% $4.50 11/15/03 $457,000
</TABLE>
- ---------
(1) Exercise price is equal to or greater than the market value at date of
grant.
(2) Calculated as of the end of the applicable fiscal year using the Black-
Scholes option pricing model, with reference to the most recent 60-month
period for determining price volatility. The actual value, if any, that an
executive may realize from the options will be the excess of the market price
of the Common Stock on the day of exercising the options over the exercise
price of the options.
(3) Options granted on August 10, 1995, which vest in two equal installments
on the first and second anniversaries from the date of grant.
(4) Options subsequently canceled on August 10, 1995.
(5) Options granted on May 19, 1995, which vest in three equal installments
on each of the first, second, and third anniversaries from the date of grant.
(6) Options granted on January 6, 1995, which vest in three equal
installments on each of the first, second and third anniversaries from the
date of grant. Such options were cancelled on June 21, 1996 pursuant to the
terms of Mr. Birkenshaw's resignation agreement which provided for the option
to purchase 200,000 shares of the Company's Common Stock at an exercise price
of $1.50 per share, which option shall be exercisable at any time prior to
June 20, 1999.
16
<PAGE>
AGGREGATED OPTION EXERCISES AND OPTION VALUES
The following table provides information relating to the number and value of
stock options exercised in the fiscal year ended June 30, 1995 and the six
month transitional period ended December 31, 1995 and the number of
exercisable and unexercisable stock options held by executive officers at
December 31, 1995.
<TABLE>
<CAPTION>
Number of Unexercised Options
at December 31, 1995
--------------------------------
Shares Acquired Value
Name on Exercise Realized Exercisable Unexercisable
- ------------------- --------------- -------- -------------- ---------------
<S> <C> <C> <C> <C>
Gerald E. Davis -- -- -- 100,000
Richard E. Blubaugh -- -- -- 52,500
Gregg B. Shafter -- -- -- 28,500
Jerome C. Cain -- -- -- 22,500
David J. Birkenshaw -- -- 300,000 350,000
</TABLE>
There were no unexercised, in-the-money options at December 31, 1995.
CANCELLATION AND REISSUANCE OF OPTIONS
The following table provides information relating to options held by
executive officers which were cancelled and subsequently reissued during the
six month transitional period ending December 31, 1995.
<TABLE>
<CAPTION>
Length of
Exercise Original
Price Market Option term
Number of of Stock at Price at New Remaining
Options Time of Time of Exercise at Date of
Name Repriced(1) Repricing Repricing Price Repricing
- ------------------- ----------- ----------- --------- -------- -----------
<S> <C> <C> <C> <C> <C>
Gerald E. Davis 25,000 $4.25 $1.625 $2.00 8 yrs 3 mo
Gerald E. Davis 15,000 $4.75 $1.625 $2.00 9 yrs 0 mo
Richard E. Blubaugh 25,000 $4.25 $1.625 $2.00 8 yrs 3 mo
Richard E. Blubaugh 10,000 $4.75 $1.625 $2.00 9 yrs 0 mo
Gregg B. Shafter 10,000 $4.25 $1.625 $2.00 8 yrs 3 mo
Gregg B. Shafter 5,000 $4.75 $1.625 $2.00 9 yrs 0 mo
Jerome C. Cain 10,000 $4.25 $1.625 $2.00 8 yrs 3 mo
Jerome C. Cain 2,500 $4.75 $1.625 $2.00 9 yrs 0 mo
</TABLE>
- ---------
(1) Options cancelled and reissued on August 10, 1995.
17
<PAGE>
COMPENSATION COMMITTEE REPORT
The Atlas Compensation Committee (the "Committee") consists of outside non-
employee Directors. The Committee establishes and regularly reviews the
Corporation's executive compensation policies and the compensation paid to the
individual executive officers.
It is the policy of the Committee to monitor the goals of Atlas' 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 the Corporation's 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 the Corporation.
The principal components of the compensation program are basic salary,
equity-based incentives in the form of stock options and, in appropriate
cases, cash bonus based on achievement of specified performance goals.
Basic Salary
The Committee reviews each executive officer's salary periodically. In
considering salary, the Committee considers the executive officer's level of
responsibility and accountability, prior experience and comparisons with
comparable businesses.
Stock Options
The Committee believes that stock options provide important incentives to
executive officers by giving them a strong economic interest in maximizing the
value of the Corporation, thereby making their interests more closely parallel
to those of stockholders generally. The exercise prices of stock options are
set at not less than 100% of fair market value on the date of grant, so that
the value of the Corporation's stock must appreciate before an optionee
receives financial benefit from the option. In determining the size of option
grants, the Committee considers the officer's responsibility, accountability
and the expected future contributions of the officer to the Corporation's
performance. The Committee believes that the Corporation's stock option plan
has been and will continue to be very important in attracting, retaining and
motivating executives and employees of the Corporation.
18
<PAGE>
Compensation of Chief Executive
The compensation of Mr. Birkenshaw, Chairman of the Board and Chief
Executive Officer until his resignation on June 21, 1996, was determined, for
the fiscal year ended June 30, 1995 and for the six month transitional period
ended December 31, 1995, based on the same elements as other executives,
namely base salary, cash bonus and stock options. In determining Mr.
Birkenshaw's compensation package, the Committee gave weight to factors
similar to those for other officers, but also gave particular weight to Mr.
Birkenshaw's role in securing financing for the Corporation.
COMPENSATION COMMITTEE
----------------------
C. Thomas Ogryzlo
Douglas R. Cook
19
<PAGE>
PERFORMANCE GRAPH
The following graph shows changes over the past five years in the value of
$100 invested in: (1) Atlas Corporation Common Stock, (2) the Dow Jones Equity
Market Index and (3) the Dow Jones Precious Metals Index. The year-end values
of each investment are based on the share price appreciation plus the monthly
reinvestment of dividends, if any.
COMPARISON OF FIVE YEAR CUMULATIVE TOTAL RETURN AMONG ATLAS CORPORATION, THE
DOW JONES EQUITY MARKET INDEX AND THE DOW JONES PRECIOUS METALS INDEX
Date
DJ Precious Metals DJ Market Equity Atlas Corporation
12/90 100 100 100
12/91 97.162 132.435 73.134
12/92 83.992 143.833 62.69
12/93 135.128 158.139 52.24
12/94 112.98 159.359 26.87
12/95 119.4585 220.51 16.42
*$100 INVESTED ON 12/31/90 IN STOCK OR INDEX-
INCLUDING REINVESTMENT OF DIVIDENDS.
FISCAL YEAR ENDING DECEMBER 31.
20
<PAGE>
COMPENSATION COMMITTEE INTERLOCKS
AND INSIDER PARTICIPATION
During the six months ended December 31, 1995, Mr. C. Thomas Ogryzlo, Mr.
Philip R. Mengel, and Mr. Douglas R. Cook served on the Compensation
Committee. None of such persons is or has been at any time an officer of the
Company or any of its subsidiaries.
CERTAIN RELATIONSHIPS AND OTHER TRANSACTIONS
Mr. Richings, who served as the President and Chief Operating Officer of the
Company from January 6, 1995, until June 1, 1995, was nominated by the Company
to serve, as of June 1, 1995, as a director of Granges Inc., a gold mining
company in which Atlas holds a 27.5% ownership interest, and, as of June 1,
1995, was granted a leave of absence by the Company in order to permit him to
serve, at the Company's request, as President and Chief Executive Officer of
Granges Inc. On December 13, 1995, Mr. Richings terminated his leave of
absence and resigned all employment positions with Atlas, retaining his
capacity as a director of the Company.
Mr. Dunnett is a principal of the investment banking firm of Endeavour
Financial Corporation, ("Endeavour") which acts as a financial advisor to the
Company. Mr. Dunnett served, from April 1, 1995 until September 30, 1995 as an
Atlas nominee on the Board of Directors of Granges Inc. and also serves on the
Board of Directors of Phoenix Financial Holdings Inc. ("Phoenix"), a 51%
subsidiary of the Company. During the six months ended December 31, 1995, the
Company paid Endeavour $84,000 in advisory fees. During the fiscal year ended
June 30, 1995, the Company paid Endeavour $904,000 in advisory fees, most of
which related to advisory fees associated with the acquisition of the
Company's 27.5% ownership interest of Granges Inc.
Mr. Davis, President of the Company, serves as Chief Executive Officer and
Vice Chairman of Phoenix.
Mr. Birkenshaw, Chairman and Chief Executive Officer of the Company until
his resignation on June 21, 1996, served as the Vice Chairman of Granges Inc.,
a 27.5% subsidiary of the Company, and served until February 16, 1996 as a
director of Dakota Mining Corporation. The Company, which acquired an
approximate 9% interest in Dakota in March 1995, sold its holdings in Dakota
on March 9, 1996.
Mr. Birkenshaw served as Chairman of Phoenix from June 1991 through March
1995, and was reappointed Chairman of Phoenix upon Atlas' acquisition of 51%
of Phoenix on November 29, 1995. Prior to Atlas' acquisition of the 51%
interest in Phoenix, Mr. Birkenshaw purchased 1,150,000 warrants to purchase
Common Shares of
21
<PAGE>
the Company from Phoenix, which are exercisable at $3.625 per share and expire
on September 20, 1996. Mr. Birkenshaw received a non-interest bearing
unsecured loan from Phoenix in the amount of Cdn.$25,000 payable upon demand,
the proceeds of which were used to purchase the Atlas warrants. Mr. Birkenshaw
repaid the Phoenix loan in March, 1996.
Mr. Birkenshaw serves as Chairman of Birkenshaw & Company, Ltd., a merchant
bank. During the six months ended December 31, 1996 and the fiscal year ended
June 30, 1995, the Company paid Birkenshaw & Company $43,000 and $174,000,
respectively, for reimbursement of expenses incurred on behalf of the Company.
Mr. Birkenshaw received from Atlas a $60,000 unsecured housing loan, bearing
an 8% interest rate, in connection with his relocation to Denver, Colorado.
Mr. Birkenshaw has received from Atlas and its subsidiaries unsecured
noninterest bearing employee advances of approximately $99,000. Such advances
are being repaid as a setoff against the severance payments to Birkenshaw in
connection with his resignation on June 21, 1996 (See footnote 7 to Summary
Compensation Table on page 13).
COMPLIANCE WITH SECTION 16 OF THE EXCHANGE ACT
Under Section 16 of the Exchange Act, the Corporation's directors and
executive officers and persons holding more than 10% of the Corporation's
Common Stock are required to report their initial ownership of Common Stock
and subsequent changes to that ownership to the Securities and Exchange
Commission and the New York Stock Exchange by specified due dates. All of
these filing requirements were satisfied, except that Gerald Davis, President,
James Jensen, Controller, Jerome Cain, Vice President, and Richard Blubaugh,
Vice President, all filed late reports regarding the grant and cancellation of
stock options under the Long Term Incentive Plan, as well as the purchase of
stock under the Company's 401(k) plan; Michael Richings, a director of the
Company, filed late reports regarding the grant and cancellation of options
under the Long Term Incentive Plan; Phoenix Financial Holdings Inc. filed late
reports regarding the sale of warrants to purchase the Company's Common
Shares; and Mr. Birkenshaw has not filed reports regarding the purchase of
warrants to purchase the Company's Common Shares and with respect to his prior
interest in CanGold Resources, formerly a shareholder of the Company.
PROPOSALS OF STOCKHOLDERS
Proposals of stockholders intended to be presented at Atlas' next Annual
General Meeting of Stockholders must be received by the Secretary of Atlas by
January 31, 1997 for inclusion in Atlas' proxy statement and form of proxy
relating to that meeting.
22
<PAGE>
[X] PLEASE MARK YOUR
VOTES AS IN THIS
EXAMPLE.
The Board of Directors recommends votes FOR the following Proposal:
1. Election of James H. Dunnett and C. Thomas Ogryzlo Directors.
FOR WITHHOLD
ALL FOR ALL
[ ] [ ]
2. Ratification of selection of auditors.
FOR AGAINST ABSTAIN
[ ] [ ] [ ]
THE SHARES REPRESENTED BY THIS PROXY SHALL BE VOTED AS SPECIFIED. IF NO
SPECIFICATION IS MADE, THE SHARES SHALL BE VOTED AS RECOMMENDED BY THE BOARD OF
DIRECTORS.
SIGNATURE(S) _________________________________________ DATE __________ ,1996
IMPORTANT: Please sign your name or names exactly as identified on this proxy.
When signing as attorney, manager or administrator, trustee or
guardian, please give your full title as such.
<PAGE>
- -------------------------------------------------------------------------------
ATLAS CORPORATION
PROXY SOLICITED BY THE BOARD OF DIRECTORS FOR ANNUAL MEETING OF STOCKHOLDERS
AUGUST 2, 1996
The undersigned appoints each of GERALD E. DAVIS and JEROME C. CAIN as
attorney and agent, with full power of substitution, to vote as proxy in the
name, place and stead of the undersigned at an annual meeting of stockholders
of ATLAS CORPORATION to be held on August 2, 1996 and at any adjournment
thereof according to the number of votes that the undersigned would be
entitled to vote if personally present. Without limiting the generality
hereof, each of such persons is authorized to vote (1) as hereinafter
specified upon the proposal listed below and described in the Proxy Statement
for the meeting and (2) in his discretion upon any other matter that may
properly come before the meeting.
(THIS PROXY IS CONTINUED ON THE REVERSE SIDE
PLEASE MARK YOUR CHOICE AND SIGN ON THE REVERSE SIDE AND RETURN PROMPTLY)
---------
SEE
REVERSE
SIDE
---------
- -------------------------------------------------------------------------------
