<PAGE>
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
COMMISSION FILE NO. 1-2714
(Mark One)
(X) Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange
Act of 1934
For the quarterly period ended September 30, 1996
-------------------
or
( ) Transition Report Pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934
For the transition period from ________________________
to ________________________
ATLAS CORPORATION
-----------------------------------------
(Exact name of registrant 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 3050, Denver, CO 80202
-----------------------------------------------------
(Address of principal executive offices)
(Zip Code)
303-629-2440
-------------------------------
(Registrant's telephone number,
including area code)
Indicate by check mark whether the Registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
Registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days.
Yes X No___
---
As of November 8, 1996, 24,115,333 shares of Common Stock, par value $1 per
share, were issued and outstanding.
Page 1 of 13
<PAGE>
PART I. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS.
--------------------
ATLAS CORPORATION
CONSOLIDATED BALANCE SHEETS
(In Thousands)
<TABLE>
<CAPTION>
September 30, December 31,
1996 1995
- ---------------------------------------------------------------------------------------------------
(Unaudited)
<S> <C> <C>
ASSETS
Current assets:
Cash and cash equivalents $ 2,129 $ 1,607
Cash held in escrow -- 10,000
Accounts receivables 114 365
Inventories 250 250
Investments in marketable equity securities -- 3,629
Prepaid expenses and other current assets 288 199
------------ ------------
Total current assets 2,781 16,050
------------ ------------
Property, plant and equipment 53,068 50,765
Less, accumulated depreciation, depletion,
amortization and impairment (44,447) (44,406)
------------ ------------
8,621 6,359
Investment in unconsolidated subsidiary (Note 5) 21,231 23,756
Restricted cash and securities 5,376 5,367
Other assets 3,905 1,508
------------ ------------
$ 41,914 $ 53,040
============ ============
LIABILITIES
Current liabilities:
Trade accounts payable $ 864 $ 1,597
Accrued liabilities 2,925 2,798
Short-term notes payable -- 2,000
------------- ------------
Total current liabilities 3,789 6,395
Long-term debt 13,500 13,500
Other liabilities, long term 9,186 10,184
Minority Interest 562 818
Commitments and contingencies (Note 4)
STOCKHOLDERS' EQUITY
Common stock 20,157 20,035
Capital in excess of par value 69,270 69,248
Retained deficit (74,417) (67,482)
Currency translation adjustment (133) (100)
Unrealized gain on investments in equity securities -- 442
------------- ------------
Total stockholders' equity 14,877 22,143
------------- ------------
$ 41,914 $ 53,040
============= ============
</TABLE>
See notes to consolidated financial statements.
Page 2 of 13
<PAGE>
ATLAS CORPORATION
CONSOLIDATED STATEMENTS OF OPERATIONS
(In Thousands, Except Per Share Data, Unaudited)
<TABLE>
<CAPTION>
Three Months Ended Nine Months Ended
September 30, September 30,
---------------------------- ----------------------------
1996 1995 1996 1995
- -----------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Mining revenue $ -- $ -- $ -- $ --
Costs and expenses;
Production costs -- -- -- --
Shutdown and standby costs 268 328 829 538
General and administrative expenses 746 766 3,592 2,136
Exploration and prospecting costs 968 159 1,136 965
-------- ------- ------- --------
Gross Operating Loss (1,982) (1,253) (5,557) (3,639)
Other (income) and expense:
Interest expense 317 94 954 192
Interest income (113) (111) (442) (418)
Equity in loss of unconsolidated
subsidiary (Note 5) 770 507 2,492 1,504
Impairment of investment in unconsolidated
subsidiary (Note 5) -- -- -- 11,419
Gain on sale of marketable securities -- -- (1,333) --
Other (50) -- (37) --
-------- ------- ------- --------
Loss from continuing operations before income
taxes and minority interest (2,906) (1,743) (7,191) (16,336)
Provision for income taxes -- -- -- --
-------- ------- ------- --------
Loss from continuing operations before minority
interest (2,906) (1,743) (7,191) (16,336)
Minority interest in net loss subsidiary 72 -- 256 --
-------- ------- ------- --------
Loss before discontinued operations $ (2,834) (1,743) (6,935) (16,336)
Loss from discontinued operations -- -- -- (225)
-------- ------- ------- --------
Net Loss $ (2,834) (1,743) (6,935) (16,336)
======== ======= ======= ========
Per share of common stock:
Loss from continuing operations $ (0.14) $ (0.09) $ (0.35) $ (0.88)
Loss from discontinued operations -- -- -- (0.01)
Net loss $ (0.14) $ (0.09) $ (0.35) $ (0.89)
======== ======= ======= ========
Average number of common
shares outstanding 20,115 18,622 20,086 18,576
======== ======= ======= ========
</TABLE>
See notes to consolidated financial statements.
Page 3 of 13
<PAGE>
ALTAS CORPORATION
CONSOLIDATED STATEMENTS OF CASH FLOWS
(In Thousands, Unaudited)
<TABLE>
<CAPTION>
Nine Months Ended
September 30,
-------------------------------------
1996 1995
- ------------------------------------------------------------------------------------------------
<S> <C> <C>
Operating activities
Net loss $ (6,935) $ (16,561)
Loss from discontinued operations -- 225
Add (deduct) non-cash items:
Depreciation, depletion, amortization 38 29
Equity in loss of unconsolidated subsidiary 2,492 1,504
Impairment of investment in unconsolidated subsidiar -- 11,419
Forfeiture of deposit -- 525
Gain on sale of marketable securities (1,333) --
Other 241 442
Shutdown and standby costs -- (584)
Net change in non-cash items
related to opetations (Note 3) (2,797) (1,509)
-------------- --------------
Cash used in operations (8,294) (4,150)
-------------- --------------
From discontinued operations:
Operating loss -- (225)
Change in receivables -- 400
Change in accrued liabilities -- 123
Change in other liabilities, long-term -- 102
Change in estimated uranium reclamation costs (1,051) (502)
-------------- --------------
Cash used in discontinued operations (1,051) (102)
-------------- --------------
Cash uese in operating activities (9,345) (4,612)
-------------- --------------
Investing activities:
Fees paid in acquisition of unconsolidated subsidiary -- (852)
Additions to property, plant and equipment (2,653) (694)
Proceeds from issuance of debt released from escrow 10,000 --
Investment in marketable securities -- (3,007)
Proceeds from sales of marketable securities 4,520 --
Other -- (25)
-------------- --------------
Cash provided by (used in) investing activities 11,867 (4,578)
-------------- --------------
Financing activities:
Repayment of short-term note (2,000) --
Other financing activities -- (18)
-------------- --------------
Cash used in financing activities (2,000) (18)
-------------- --------------
Increase (decrease) in cash and cahs equivalents 522 (9,208)
Cash and cash equivalents:
Beginning of period 1,607 11,789
-------------- --------------
End of period $ 2,129 $ 2,581
============== ==============
</TABLE>
See noted to consolidated financial statements.
<PAGE>
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
1. The accompanying consolidated financial statements have been prepared in
accordance with generally accepted accounting principles for interim
financial information and with the instructions to Form 10-Q and Article 10
of Regulation S-X. Accordingly, they do not include all of the information
and footnotes required by generally accepted accounting principles for
complete financial statements. There has not been any change in the
significant accounting policies of the Atlas Corporation ("the Company")
for the periods presented.
In the opinion of management, all adjustments (consisting of normal
recurring accruals) considered necessary for a fair presentation have been
included. The results for these interim periods are not necessarily
indicative of results for the entire year. These statements should be read
in conjunction with the financial statements and notes thereto included in
the Company's Annual Report of Form 10-K for the fiscal year ended December
31, 1995.
2. There has been no dilution of earnings per share as a result of the
exercise of Option Warrants to Purchase Common Stock or stock options
during the periods presented.
3. The components of the net change in items other than cash related to
operating activities as reflected in the Consolidated Statements of Cash
Flows are as follows:
<TABLE>
<CAPTION> Nine months Ended
September 30,
--------------------------
1996 1995
-------- ---------
<S> <C> <C>
Add (deduct) item other than cash:
Accounts receivables $ 251 $ (62)
Inventories -- 455
Prepaid expenses and other current assets (89) 15
Other assets (2,406) 541
Trade accounts payable (733) (268)
Accrued liabilities 127 (1,863)
Other liabilities, long term 53 (327)
----------- ------------
$ (2,797) $ (1,509)
=========== ============
</TABLE>
4. The Company is obligated to decommission and reclaim its uranium mill site
located near Moab, Utah. The Company discontinued its uranium operations
and permanently shut down its uranium operations in 1987 and accrued
estimated shut-down and reclamation costs of $17,406,000. The balance of
this accrual at September 30, 1996 was $3,462,000, $800,000 of which is
included in current liabilities. Title X of "The Comprehensive National
Energy Policy Act" ("Title X"), enacted in October 1992, provides for the
reimbursement of decommissioning and reclamation expenses related to
uranium sites with tailings generated by Atomic Energy Commission (AEC)
contracts. The Company's uranium reclamation costs will be reduced by this
government cost sharing program as 56% of its tailings were generated under
AEC contracts. The Company believes the accrual, when combined with
Page 5 of 13
<PAGE>
anticipated reimbursements under the Title X program, is sufficient to
cover future reclamation costs.
The Company has submitted three claims to the Department of Energy ("DOE")
under Title X for reclamation costs incurred from the fiscal year ended
June 30, 1980 through March 31, 1996. As of September 30, 1996 the status
of the three claims is as follows:
<TABLE>
<CAPTION>
Anticipated Actual
Gross Claim Gross Amount Reimburse-ment Reim-bursement Anticipated
Claim Date Amount Approved Receivable Payments Balance Due
- ---------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
July 7, 1994 $4,999,000 $ 4,510,000 $2,530,000 $1,827,000 $ 703,000
June 16, 1995 3,638,000 2,627,000/1/ 1,474,000 867,000 607,000
May 1, 1996 3,998,000 --/2/ 2,243,000 -- 2,243,000
- ---------------------------------------------------------------------------------------------------------------------
Totals $6,247,000 $2,694,000 $3,553,000
=====================================================================================================================
</TABLE>
/1/ Preliminary approval as of 9/30/96.
/2/ Pending.
Timing of the actual payments for approved reimbursements is a function of
Congressional appropriation of Title X funding.
5. The Company reports the financial results of Granges Inc., a Canadian
mining company in which it held a 21.6% ownership interest as of September
30, 1996, under the equity method. A summarized Statement of Operations
(Unaudited, US dollars, Canadian GAAP, in thousands) of Granges, as
reported by Granges, for the nine month periods ending September 30, 1996
and September 30, 1995 are set forth below:
<TABLE>
<CAPTION>
Sept. 30, Sept. 30,
1996 1995
---------- ---------
<S> <C> <C>
Revenue $26,062 $31,894
Cost of sales 21,851 25,227
Depreciation, depletion & amortization 8,247 3,137
------- -------
Gross margin $(4,036) $ 3,530
Net income (loss) $(8,482) $ 5,474
======= =======
</TABLE>
Under the equity method, the Company reported losses of $2,492,000 and
$1,504,000 for the nine month periods ended September 30, 1996 and 1995,
respectively. The loss recorded for the nine months ended September 30,
1995 also includes a loss for the three months ended December 31, 1994 as,
prior to June 30, 1995, the Company recorded Granges' income on a three
month lag. Cost in excess of Atlas' share of Granges' net assets were
allocated based upon their relative market value. Excess costs related to
producing properties is being amortized on a unit of production (gold
ounces) basis and is included in the reported loss.
On October 16, 1996, the Company sold 4,240,324 Granges Common Shares at
$1.32 per share. The Company continues to hold 8,474,576 Granges Common
Shares, which have been pledged as security for the Company's $10.0 million
Exchangeable Debentures due October
Page 6 of 13
<PAGE>
25, 2000. As a consequence of the sale of the Granges shares, the Company
will change its method of accounting for the Granges investment from an
equity basis to a lower of cost or market basis.
On October 31, 1996, Granges Inc. amalgamated with Da Capo Resources Ltd.
to form Vista Gold Corp., reducing the Company's ownership interest to
9.6%.
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
---------------------------------------------------------------
RESULTS OF OPERATIONS
---------------------
RECENT EVENTS
On October 8, 1996, the Company acquired Arisur, Inc.("Arisur"), which owns
and operates the Andacaba and the Don Francisco silver, zinc and lead mines
located in southern Bolivia. The Company acquired a 50% interest in Arisur
from Arimetco International Inc. for $3.0 million in cash and purchased the
remaining 50% interest from a group of investors for 4.0 million Atlas
Common Shares.
The Andacaba mine, which has been in operation since the early 1900's, is
currently undergoing an expansion which, when completed in early 1997, is
expected to result in an increased production from 220 metric tons per day
("tpd") to 400 tpd. The milling facilities at Andacaba will also be used to
process the silver/zinc ore mined from Don Francisco, which commenced
operation in June, 1996 and is anticipated to achieve its design capacity
of 200 tpd during 1997. Following the completion of the expansion programs,
annual production from the Andacaba and Don Francisco mines are expected to
total 1.2 million ounces of silver, 17,400 metric tons of zinc and 2,700
metric tons of lead. Arisur has signed smelting contracts for its
production through the end of 1997.
The Company's near term focus will be on expansion of its Bolivian
operations and the evaluation of additional mining opportunities within
Bolivia.
On October 16, 1996, the Company sold 4,240,324 Granges Common Shares at
$1.32 per share. The Company continues to hold 8,474,576 Granges Common
Shares, which have been pledged as security for the Company's $10.0 million
Exchangeable Debentures due October 25, 2000. As a consequence of the sale
of the Granges shares, the Company will change its method of accounting for
the Granges investment from an equity basis to a lower of cost or market
basis.
On October 31, 1996, Granges Inc. amalgamated with Da Capo Resources Ltd.
to form Vista gold Corp., reducing the Company's ownership interest to
9.6%.
LIQUIDITY
Since the suspension of milling operations at the Gold Bar property in
September 1994, the Company has had no mining revenue and has funded its
operating losses, capital and working
Page 7 of 13
<PAGE>
capital requirements through a combination of the issuance of debt and
equity instruments and the sale of assets.
As of September 30, 1996, the working capital deficit was $1,008,000, which
compares to working capital of $3,867,000 as of September 30, 1995. The
Company's current ratio at September 30, 1996 was .73 to 1, compared to
2.28 to 1 at September 30, 1995.
In order to fund near term capital resource requirements, the Company sold,
on October 17, 1996, 4,240,324 Granges Common Shares at $1.32 per share for
total proceeds of $5.6 million. Longer term capital requirements will be
satisfied from existing cash reserves, project financing, future operating
cash flows, placement of additional equity or debt and/or from the sale of
other assets.
CAPITAL RESOURCE REQUIREMENTS
Bolivian operations
Expansion programs for the Company's recently acquired Andacaba and Don
Francisco mines, located in southern Bolivia, are currently underway.
Operations at Andacaba will be expanded from 220 tpd to 400 tpd at a cost
of approximately $2.5 million. Arisur has obtained debt financing of $1.2
million and anticipates funding the remainder from a combination of project
financing, current cash reserves and cash flow from operations. The
Andacaba expansion is anticipated to be completed during the first half of
1997.
The expansion program at Don Francisco is expected to increase production
from 80 tpd to approximately 200 tpd. The cost of the expansion program,
which is projected to be completed in the last half of 1997, is estimated
to be $800,000. In addition, the final two Don Francisco property payments
of $75,000, due October 15, 1996, and $225,000, due November 5, 1996, have
been paid out of existing cash reserves. The Company anticipates funding
the expansion through a combination of project financing, existing cash
reserves and cash flow from operations.
The Company anticipates funding the acquisition of additional Bolivian
operations through project financing, existing working capital, cash flow
from operations, placement of additional equity or debt and/or the sale of
assets.
Perlite
The Tucker Hill perlite project is currently in the construction phase. The
construction of the perlite processing facility, located in Lakeview,
Oregon, commenced in August 1996 and is scheduled to be completed by the
end of November 1996. The Company has received all of the necessary
operating permits and anticipates commencement of production in late
November. An estimated $1.2 million will be required to complete
construction and startup. The Company anticipates that it will fund the
construction and startup costs from existing cash reserves.
Page 8 of 13
<PAGE>
The sale of Atlas Perlite, Inc., which owns the Tucker Hill perlite
property, to Cornerstone Industrial Minerals Corporation
("Cornerstone")(formerly known as Phoenix Financial Holdings Inc.) for $1.0
million in cash and $1.0 million in Cornerstone Common Shares, or 9.65
million shares, was approved by the minority shareholders of Cornerstone
and expected to close before the end of the year. With the issuance of the
additional 9.65 million Cornerstone shares, the Company's equity interest
in Cornerstone will increase from 51% to 65% Common Shares.
Gold Properties
On September 18, 1996, the Company reacquired the Grassy Mountain gold
property, located in Malheur County, Oregon, from a wholly owned subsidiary
of Newmont Gold Company ("Newmont") for $206,000 in cash, a $500,000 non-
interest bearing note due September 18, 1997 and the assumption of
exploration and reclamation obligations totaling $201,000. In 1992, the
Company leased the Grassy Mountain property to Newmont in exchange for
$30.0 million. In 1992, prior to leasing the property to Newmont, the
Company reported gold reserves of 995,000 ounces on the Grassy Mountain
property, utilizing open pit mining and conventional cyanide milling
processes. The Company is currently reviewing the geological information
gathered since 1992 and assessing the potential application of underground
mining methods. In addition, the Company is reviewing the permitting
regulations and requirements.
The Company also owns the Gold Bar property, located on the Battle
Mountain-Eureka Trend in central Nevada, which produced approximately
500,000 ounces from 1987 through September 1994. Efforts to resume
operations at the Gold Bar property, which has a gold reserves of 187,000
ounces, were unsuccessful as the Company was unable to reach agreement for
definitive project financing due to the inability of the project to cover
corporate expenditures and provide an adequate return given the prevailing
gold price. As the Company has committed its limited capital resources to
the expansion of its Bolivian operations, it has decided not to pursue the
resumption of operations at Gold Bar at this time and is reviewing all
available strategies to maximize the value of the property. In addition,
the company is currently assessing the development strategies and
alternatives for the Doby George and Musgrove Creek gold properties. While
the Company has made the expansion of the Bolivian operations its immediate
focus, its long term strategy is to utilize Bolivia operations, among other
things, to develop and expand the Company's interests in gold properties.
Reclamation Activities
The Company is obligated to decommission and reclaim its uranium mill site
near Moab, Utah. Final reclamation will commence following the issuance of
a final Environmental Impact Statement on Atlas' reclamation plan. See
below, "Results of Operations -- Reclamation Activities". The total
estimated cost of Atlas' proposed reclamation plan is $12-$17 million. As
the Department of Energy will reimburse 56% of all reclamation costs under
Title X of "The Comprehensive National Energy Policy Act" ("Title X"),
Atlas will be reimbursed for approximately $7-$9.5 million in reclamation
costs, leaving Atlas to fund
Page 9 of 13
<PAGE>
$5-$7.5 million. The Company has filed claims for $6.2 million for
reimbursement of Title X reclamation costs incurred through March 1996 and
has received payments of $2.7 million, leaving $3.5 million in Title X
reimbursements due Atlas. Atlas also has $3.5 million in restricted cash
securing a NRC reclamation performance bond. Based upon the amounts due
the Company under Title X and the restricted cash supporting the
performance bond, the Company is confident that it will be able to fund
and/or finance the anticipated costs for reclamation of the Moab uranium
tailings pile.
RESULTS OF OPERATIONS
Due to the suspension of Gold Bar milling operations in September 1994, the
Company had no mining revenue or gold production for the nine months ended
September 30, 1996 or 1995.
Estimated shutdown and standby costs of $268,000 and $829,000 were charged
to operations for the three month period and nine month period ended
September 30, 1996, respectively, compared to $328,000 and $538,000 for the
comparable periods in 1995. In September 1994, the Company recorded a
charge of $1,275,000 for the estimated shutdown and standby costs to be
incurred during the remainder of the fiscal year ended June 30, 1995. An
additional charge of $210,000 was recorded during the final quarter of the
fiscal year ended June 30, 1995 to reflect actual costs incurred.
Exploration costs for the three and nine month periods ending September 30,
1996 were $968,000 and $1,136,000, respectively, compared to $159,000 and
$965,000 for the comparable periods in 1995. During the three month period
ended September 30, 1996, the Company expensed previously capitalized
exploration costs of $922,000 related to the Commonwealth property as a
result of its decision not to exercise its purchase option.
General and administrative expenses for the three and nine months ended
September 30, 1996 were $746,000 and $3,592,000, respectively, compared to
$766,000 and $2,136,000 for the comparable periods in 1995. The $1,456,000,
or 68% increase during the nine months ended September 30, 1996 as compared
to the same period of 1995 is related to severance charges of $530,000
associated with the June 21, 1996 resignation of David J. Birkenshaw as
Chairman and CEO of the Company, charges of approximately $300,000
reflecting costs associated with the unsuccessful merger discussions with
MSV Resources Inc., employee bonuses paid during the first quarter of 1996
and the addition of $540,000 in general and administrative costs incurred
by the Company's 51%-owned subsidiary, Cornerstone Industrial Minerals
Corporation, which was acquired on November 29, 1995.
Interest expense incurred during the three and nine month periods ended
September 30, 1996 were $317,000 and $954,000, respectively, compared to
$94,000 and $192,000 for the three and nine month periods ended September
30, 1995, respectively. The increase reflects the interest on the $10
million Exchangeable Debenture issued in October 1995 and interest on the
$2.0 million short-term note payable to First Marathon Securities issued on
November 29, 1995 and repaid on February 28, 1996.
Page 10 of 13
<PAGE>
The Company recorded capital expenditures of $1,820,000 in the quarter
ended September 30, 1996, $916,000 of which related to the acquisition of
the Grassy Mountain property and $834,000 related the development of the
Tucker Hill project. The Company recorded capital expenditures of $397,000
for the quarter ended September 30, 1995 related to the development of the
Company's Gold Bar and the Tucker Hill projects.
Reclamation Activities
On January 30, 1996, the Nuclear Regulatory Commission ("NRC"), the federal
agency responsible for overseeing decommissioning and reclamation of Atlas'
uranium site located outside of Moab, Utah, released for public comment a
draft Environmental Impact Statement ("DEIS") and draft Technical
Evaluation Report ("DTER") on Atlas' proposal for reclamation in place of
the uranium tailings generated by Atlas' uranium mill from 1956 to 1984.
This assessment included a list of open issues which would need to be
addressed before a final determination could be made. The DEIS was prepared
by an independent third party contractor to evaluate environmental impacts
of Atlas' proposal for reclamation of the tailings in place.
Since the issuance of the DTER and DEIS, the Company has been working with
the NRC to study and address all remaining technical issues. Upon reviewing
the Company's responses to these open issues, the NRC, in a letter dated
October 2, 1996, concluded that the Atlas site is acceptable for permanent
reclamation of the tailings. Of the 20 open issues identified in the DTER,
the NRC concluded that 11 of the 20 issues have been adequately resolved.
The letter further clarifies the status of the remaining open 9 issues by
stating that all 9 are either engineering details or specifications and as
such, the NRC sees no reason why they could not be resolved promptly. Based
upon the statements of the NRC, review of the public comments and results
of additional studies funded by Atlas, the Company believes that the NRC
staff's preliminary conclusion will be confirmed in the final Environmental
Impact Statement and Technical Evaluation Report. Pursuant discussions with
the NRC, the Company anticipates that the final Technical Evaluation Report
will be released in December 1996 and the final Environmental Impact
Statement will be released in the first quarter of 1997.
PART II. OTHER INFORMATION
Item 1. Legal Proceedings
-----------------
None
Item 2. Changes in Securities
---------------------
None
Item 3. Defaults upon Senior Securities
-------------------------------
Page 11 of 13
<PAGE>
None
Item 4. Submission of Matters to a Vote of Security Holders
---------------------------------------------------
The Annual Meeting of Stockholders of the Company was held on August 2,
1996. At the meeting:
a. James H. Dunnett and C. Thomas Ogryzlo were nominated and elected
to hold office as Class II Directors for a term of three years.
Holders of 15,468,375 and 15,468,355 shares voting in favor of
Messrs. Dunnett and Ogryzlo, respectively, while holders of
239,804 and 239,824 shares had authority withheld for Messrs.
Dunnett and Ogryzlo, respectively.
b. A proposal to ratify the selection by the Board of Directors of
Ernst & Young LLP as auditors for the fiscal year ending December
31, 1996 was adopted. Holders of 15,566,220 shares voted in favor
of the proposal, holders of 70,750 shares voted against and
holders of 71,207 shares abstained.
Item 5. Other Information
-----------------
None
Item 6. Exhibits and Reports on Form 8-K
--------------------------------
a. Exhibits
None
b. Reports on Form 8-K
Report on Form 8-K dated August 5, 1996 containing the Company's
news release with respect to the signing of a letter of intent to
acquire mines in Bolivia.
Page 12 of 13
<PAGE>
SIGNATURES
----------
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
ATLAS CORPORATION
-----------------
(Registrant)
/s/ Jerome C. Cain
------------------------------
Jerome C. Cain
Vice President of Finance
Date: November 12, 1996
------------------------------
Page 13 of 13
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 5
<LEGEND>
This schedule contains summary financial information extracted from Atlas
Corporation September 30, 1996 Consolidated Financial Statements and is
qualified in its entirety by reference to such financial statements.
</LEGEND>
<MULTIPLIER> 1,000
<S> <C> <C>
<PERIOD-TYPE> 9-MOS 3-MOS
<FISCAL-YEAR-END> DEC-31-1996 DEC-31-1996
<PERIOD-START> JAN-01-1996 JUL-01-1996
<PERIOD-END> SEP-30-1996 SEP-30-1996
<CASH> 2,129 2,129
<SECURITIES> 0 0
<RECEIVABLES> 114 114
<ALLOWANCES> 0 0
<INVENTORY> 250 250
<CURRENT-ASSETS> 2,781 2,781
<PP&E> 53,068 53,068
<DEPRECIATION> 44,447 44,447
<TOTAL-ASSETS> 41,914 41,914
<CURRENT-LIABILITIES> 3,789 3,789
<BONDS> 13,500 13,500
0 0
0 0
<COMMON> 20,157 20,157
<OTHER-SE> (5,280) (5,280)
<TOTAL-LIABILITY-AND-EQUITY> 41,914 41,914
<SALES> 0 0
<TOTAL-REVENUES> 0 0
<CGS> 0 0
<TOTAL-COSTS> 0 0
<OTHER-EXPENSES> 0 0
<LOSS-PROVISION> 0 0
<INTEREST-EXPENSE> 954 317
<INCOME-PRETAX> (4,699) (2,136)
<INCOME-TAX> 0 0
<INCOME-CONTINUING> (6,935) (2,834)
<DISCONTINUED> 0 0
<EXTRAORDINARY> 0 0
<CHANGES> 0 0
<NET-INCOME> (6,935) (2,834)
<EPS-PRIMARY> (.35) (.14)
<EPS-DILUTED> (.35) (.14)
</TABLE>
