<PAGE>
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K/A
Filed Pursuant to Section 12, 13 or 15(d) of the Securities Exchange Act
of 1934
for the transition period from July 1, 1995 to December 31, 1995
For the Fiscal Period Ended December 31, 1995.
COMMISSION FILE NO. 1-2714
ATLAS CORPORATION
--------------------------------
(Exact name of Registrant as specified in its charter)
<TABLE>
<S> <C>
DELAWARE 13-5503312
- ------------------ ------------------------
(State or other jurisdiction of incorporation or organization) (I.R.S. Employer identification No.)
370 Seventeenth Street, Suite 3050, Denver, CO 80202 303-629-2440
- ---------------------------------------------------- ---------------------------------------
(Address of principal executive offices) (Zip Code) (Registrant's telephone number)
(including area code)
</TABLE>
The undersigned registrant hereby amends the following items of its Transition
Annual Report on Form 10-K for the fiscal year ended December 31, 1995 as set
forth in the pages attached hereto:
(List of such items, financial statements, exhibits or other portion
amended)
1. ITEM 14. Exhibits, Financial statement schedules and reports on form 8-K is
hereby amended by the deletion of such item in its entirety and the
inclusion of the text attached hereto as Attachment A in replacement
thereof.
Although Item 14 is, in accordance with Rule 12b-15, set forth in its entirety
herein, it is noted that only the exhibits have been amended to include Exhibit
27, Article 5 Financial Data Schedule.
1
<PAGE>
Item 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K
---------------------------------------------------------------
(a) (1) Financial Statements:
See Index to Financial Statements and Schedules on page 80.
(2) Financial Statement Schedules:
See Index to Financial Statements and Schedules on page 80.
(3) Exhibits:
Exhibit
Number Exhibits
-----------------------------------------------------------------------
3.1 Restated Certificate of Incorporation of the Company, dated
January 3, 1990 (filed as Exhibit 3.2 to the Company's
quarterly report on Form 10-Q for the quarter ended December
31, 1989, and incorporated herein by reference).
3.2 By-Laws of the Company, as amended on January 3, 1990 (filed
as Exhibit 3.3 to the Company's quarterly report on Form 10-
Q for the quarter ended December 31, 1989 and incorporated
herein by reference).
2
<PAGE>
3.3 By-Laws of the Company, as amended on July 12, 1995. (filed
as an Exhibit 3.3 to the Company's annual report on form 10-
K for the year ended June 30, 1995 and incorporated herein
by reference).
4.1 Term Loan Agreement dated August 15, 1994 between the
Company and Gerald Metals, Inc.(filed as an Exhibit 10.22 to
the Company's annual report on Form 10-K for the year ended
June 30, 1994 and incorporated herein by reference).
4.2 Security Agreement dated August 15, 1994 between the Company
and Gerald Metals, Inc.(filed as an Exhibit 10.23 to the
Company's annual report on Form 10-K for the year ended June
30, 1994 and incorporated herein by reference).
4.3 Pledge Agreement dated August 15, 1995 between the Company
and Gerald Metals, Inc. (filed as an Exhibit 10.24 to the
Company's annual report on Form 10-K for the year ended June
30, 1994 and incorporated herein by reference).
4.4 Indenture dated as of November 10, 1995 between the Company
and Chemical Bank as Trustee (filed as Exhibit 4.1 to the
Company's Registration Statement on Form S-3 (33-65165) as
filed with the Commission on December 19, 1995 under the
Securities Act of 1933 and incorporated herein by
reference).
4.5 Escrow and Pledge Agreement dated as of November 10, 1995
between the Company and Chemical Bank as Trustee and
Chemical Bank as Escrow Agent (filed as Exhibit 4.2 to the
Company's Registration Statement on Form S-3 (33-65165) as
filed with the Commission on December 19, 1995 and
incorporated herein by reference).
4.6 Special Warrant Indenture dated November 9, 1995 between the
Company and The Montreal Trust Company of Canada containing
terms and conditions governing the issue and exercise of
special debenture warrants exercisable for 7% Exchangeable
Debentures due October 25, 2000 of the Company (filed as
Exhibit 99.2 to the Company's Registration Statement on Form
S-3 (33-65165) as filed with the Commission on December 19,
1995 and incorporated herein by reference).
4.7 Loan Agreement dated as of November 27, 1995 between the
Company and First Marathon Inc. (filed as Exhibit 99.5 to
the Company's Registration Statement on Form S-3 (33-65165)
as filed with the Commission on December 19, 1995 and
incorporated herein by reference).
4.8 Pledge Agreement dated as of November 27, 1995 between the
3
<PAGE>
Company and First Marathon Inc. (filed as Exhibit 99.6 to
the Company's Registration Statement on Form S-3 (33-65165)
as filed with the Commission on December 19, 1995 and
incorporated herein by reference).
10.1 Atlas Corporation Management Incentive Compensation Plan
(filed as Exhibit 10.2 to the Company's annual report on
Form 10-K (file no. 1-2714) for the fiscal year ended June
30, 1981 and incorporated herein by reference).
10.2 Form of Indemnity Agreement entered into between the Company
and certain of its directors (filed as Exhibit 10.14 to the
Company's annual report on Form 10-K for the fiscal year
ended June 30, 1987 and incorporated herein by reference).
10.3 Amended and Restated Rights Agreement dated as of August 2,
1989 between the Company and Manufacturers Hanover Trust
Company (filed as Exhibit 1 to the Company's current report
on Form 8-K dated August 2, 1989 and incorporated herein by
reference).
10.4 Long Term Incentive Plan of the Company dated November 1,
1989 (filed as Exhibit 10.28 to the Company's annual report
on Form 10-K for the fiscal year ended June 30, 1989 and
incorporated herein by reference).
10.5 Atlas Corporation Supplemental Executive Retirement Plan
dated as of January 3, 1990 (filed as Exhibit 10.2 to the
Company's quarterly report on Form 10-Q for the quarter
ended March 31, 1990 and incorporated herein by reference).
10.6 Atlas Corporation Retirement Plan for Outside Directors
dated April 4, 1990 (filed as Exhibit 10.3 to the Company's
quarterly report on Form 10-Q for the quarter ended March
31, 1990 and incorporated herein by reference).
10.7 Restated Employment Agreement dated as of September 12, 1990
between the Company and Richard R. Weaver (filed as Exhibit
10.22 to the annual report on Form 10-K for the fiscal year
ended June 30, 1990 and incorporated herein by reference).
10.8 Amendment No. 1, dated as of March 6, 1991, to the Amended
and Restated Employment Agreement, dated as of September 12,
1990, between the Company and Richard R. Weaver (filed as
Exhibit 10.1 to the Company's quarterly report on Form 10-Q
for the quarter ended March 31, 1991 and incorporated herein
by reference).
4
<PAGE>
10.9 Atlas Corporation Annual Incentive Plan adopted by the Board
of Directors of the Company on March 6, 1991(filed as
Exhibit 10.20 to the Company's annual report on Form 10-K
for the year ended June 30, 1991 and incorporated herein by
reference).
10.10 Agreement dated September 10, 1992 among Atlas Precious
Metals, Inc., the Company and Newmont Mining Corporation
(filed as Exhibit 10.22 to the Company's annual report on
Form 10-K for the year ended June 30, 1992 and incorporated
herein by reference).
10.11 Amendment dated September 10, 1992 to the Agreement dated
September 10, 1992 among Atlas Precious Metals, Inc., the
Company and Newmont Mining Corporation (filed as Exhibit
10.23 to the Company's annual report on Form 10-K for the
year ended June 30, 1992 and incorporated herein by
reference).
10.12 Securities Purchase Agreement dated September 3, 1993
between the Company and Phoenix Financial Holdings Inc.
(filed as Exhibit 2 to the Company's Report on Form 8-K
filed on September 9, 1993 and incorporated herein by
reference).
10.13 Amendment dated as of September 15, 1993 to the Amended and
Restated Rights Agreement dated as of August 2, 1989 between
the Company and Chemical Bank, as successor by merger with
Manufacturers Trust Company (filed as Exhibit 10.25 to the
Company's annual report on Form 10-K for the year ended June
30, 1993 and incorporated herein by reference).
10.14 Employment agreement made as of September 22, 1993, between
the Company and David J. Birkenshaw (filed as Exhibit 10.1
to the Company's quarterly report on Form 10-Q for the
quarter ended March 31, 1994 and incorporated herein by
reference).
10.15 Amendment dated as of August 28, 1995 to the employment
agreement made as of September 22, 1993, between the Company
and David J. Birkenshaw (filed as exhibit 10.15 to the
Company's annual report on Form 10-K for the year ended June
30, 1995 and incorprated herein by reference).
10.16 Share Purchase Agreement dated April 28, 1994 between the
Company and M.I.M. (Canada) Inc. (filed as an Exhibit 10.18
to the Company's annual report on Form 10-K for the year
ended June 30, 1994 and incorporated herein by reference).
10.17 Agreement dated May 10, 1994 between the Company and Granges
Inc. (filed as an Exhibit 10.19 to the Company's annual
report on Form 10-K for the year ended June 30, 1994 and
incorporated herein
5
<PAGE>
by reference)
10.18 Registration Rights Agreement dated August 15, 1994, between
the Company and First Marathon Securities Limited (filed as
Exhibit 10.20 to the Company's annual report on Form 10-K
for the year ended June 30, 1994 and incorporated herein by
reference).
10.19 Indemnity Agreement dated August 15, 1995 between the
Company and M.I.M. Holdings Limited (filed as an Exhibit
10.21 to the Company's annual report on Form 10-K for the
year ended June 30, 1994 and incorporated herein by
reference).
10.20 Purchase Agreement dated May 31, 1994 among the Company,
Dakota Mining Corporation, VenturesTrident L.P. and
VenturesTrident II L.P. (filed as an Exhibit 10.25 to the
Company's annual report on Form 10-K for the year ended June
30, 1994 and incorporated herein by reference).
10.21 Second Amendment dated as of August 15, 1994 to the Amended
and Restated Rights Agreement dated August 2, 1989 between
the Company and Chemical Bank, as successor by merger with
Manufacturers Hanover Trust Company (filed as Exhibit 10.1
to the Company's quarterly report on Form 10-Q for the
quarter ended March 31, 1995 and incorporated herein by
reference).
10.22 The Company's Long Term Incentive Plan, as amended dated
February 17, 1995 (filed as Exhibit 10.2 to the Company's
quarterly report on Form 10-Q for the quarter ended March
31, 1995 and incorporated herein by reference).
10.23 Employment Agreement made as of January 16, 1995 between the
Company and Michael B. Richings (filed as Exhibit 10.3 to
the Company's quarterly report on Form 10-Q for the quarter
ended March 31, 1995 and incorporated herein by reference).
10.24 Employment Agreement made as of February 17, 1995 between
the Company and Richard E. Blubaugh (filed as Exhibit 10.4
to the Company's quarterly report on Form 10-Q for the
quarter ended March 31, 1995 and incorporated herein by
reference).
10.25 Agreement dated February 24, 1995 between the Company and
Granges Inc. to vote the common shares of Granges Inc., held
by the Company, in favor of the proposed amalgamation of
Granges Inc. and Hycroft Resources & Development
Corporation. (filed as exhibit 10.25 to the Company's annual
report on Form 10-K for the year ended June 30, 1995 and
incorprated herein by reference).
6
<PAGE>
10.26 Atlas Subscription Agreement dated March 9, 1995 between the
Company and Dakota Mining Corporation. (filed as exhibit
10.26 to the Company's annual report on Form 10-K for the
year ended June 30, 1995 and incorprated herein by
reference).
10.27 Amendment dated September 15, 1995 to the employment
agreement made as of February 17, 1995 between the Company
and Richard E. Blubaugh. (filed as exhibit 10.27 to the
Company's annual report on Form 10-K for the year ended June
30, 1995 and incorprated herein by reference).
10.28 Employment Agreement dated June 1, 1995 between the Company
and Gerald E. Davis (filed as exhibit 10.28 to the Company's
annual report on Form 10-K for the year ended June 30, 1995
and incorprated herein by reference).
10.29 Amendment dated September 20, 1995 to the employment
agreement dated June 1, 1995 between the Company and Gerald
E. Davis (filed as exhibit 10.29 to the Company's annual
report on Form 10-K for the year ended June 30, 1995 and
incorprated herein by reference).
10.30 Underwriting Agreement dated as of October 25, 1995 by and
among the Company, Yorkton Securities Inc. and First
Marathon Securities Ltd. regarding the distribution of
special debenture warrants exercisable for 7% Exchangeable
Debentures due October 25, 2000 of the Company (filed as
Exhibit 99.1 to the Company's Registration Statement on Form
S-3 (33-65165) as filed with the Commission on December 19,
1995 and incorporated herein by reference).
10.31 Granges Registration Agreement dated as of November 10, 1995
between the Company and Granges Inc. (filed as Exhibit 99.3
to the Company's Registration Statement on Form S-3 (33-
65165) as filed with the Commission on December 19, 1995 and
incorporated herein by reference).
10.32 Indemnification Agreement dated as of November 15, 1995
between the Company and Granges Inc. (filed as Exhibit 99.4
to the Company's Registration Statement on Form S-3 (33-
65165) as filed with the Commission on December 19, 1995 and
incorporated herein by reference).
10.33 Option Agreement between the Company and Harvest Gold
Corporation signed September 13, 1995 (filed as Exhibit 99.7
to the Company's Registration Statement on Form S-3 (33-
65165) as filed with the Commission on December 19, 1995 and
incorporated herein by reference).
7
<PAGE>
10.34 Purchase and Sale Agreement dated October 25, 1995 between
the Company and Independence Mining Company Inc. (filed as
Exhibit 99.8 to the Company's Registration Statement on Form
S-3 (33-65165) as filed with the Commission on December 19,
1995 and incorporated herein by reference).
10.35 Registration Rights Agreement dated October 25, 1995 between
the Company and Independence Mining Company Inc. (filed as
Exhibit 99.9 to the Company's Registration Statement on Form
S-3 (33-65165) as filed with the Commission on December 19,
1995 and incorporated herein by reference).
10.36 Agreement between the Company and Brown & Root, Inc. dated
October 23, 1995 (filed as Exhibit 99.10 to the Company's
Registration Statement on Form S-3 (33-65165) as filed with
the Commission on December 19, 1995 and incorporated herein
by reference).
10.37 Mining Venture Agreement with Granges (U.S.), Inc. dated
September 29, 1995
10.38 Business combination agreement with MSV Resources Inc. dated
March 5, 1996
21 Subsidiaries of the Company
23 Consent of Independent Auditors Page 81
27 Article 5 Financial Data Schedule
(b) Reports on Form 8-K:
Report on Form 8-K dated November 14, 1995 containing the
Company's news release with respect to closing to escrow of $10
million exchangeable debentures and its financial results for the
quarter ended September 30, 1995.
Report on Form 8-K dated December 1, 1995 containing the
Company's press release with respect to the acquisition of 51
percent of voting stock of Phoenix Financial Holdings Inc.
For purposes of complying with the amendments to the rules governing Form S-8
(effective July 13, 1990) under the Securities Act of 1933, the undersigned
hereby undertakes as follows, which undertaking shall be incorporated by
reference into the Company's Registration Statement on Form S-8 No. 33-18316
(filed on November 3, 1987, as amended by Post Effective Amendment No. 1 filed
on December 15, 1987):
8
<PAGE>
Insofar as indemnification for liabilities arising under the Securities Act
of 1933 may be permitted to directors, officers and controlling persons of
the registrant pursuant to the foregoing provisions, or otherwise, the
registrant has been advised that in the opinion of the Securities and
Exchange Commission such indemnification is against public policy as
expressed in the Securities Act of 1933 and is, therefore, unenforceable.
In the event that a claim for indemnification against such liabilities
(other than the payment by the registrant of expenses incurred or paid by
the director, officer or controlling person of the registrant in the
successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities
being registered, the registrant will, unless in the opinion of its counsel
the matter has been settled by controlling precedent, submit to a court of
appropriate jurisdiction the question whether such indemnification by it is
against public policy as expressed in the Act and will be governed by the
final adjudication of such issue.
_____________________________
Note concerning Exhibits: The Company will furnish copies of Exhibits to
security holders of the Company upon request. The Company may charge a fee in
connection with such a request, which will be limited to the Company's
reasonable expenses in furnishing any such Exhibit.
9
<PAGE>
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange
Act of 1934, the Company has duly caused this report to be signed on its behalf
by the undersigned, thereunto duly authorized.
ATLAS CORPORATION
By: /s/ Jerome C. Cain
-------------------
Jerome C. Cain
Vice President--Finance
Principal Financial Officer
Date: 7/12/96
10
<PAGE>
<TABLE>
<CAPTION>
SCHEDULE OF EXHIBITS
Exhibit
Number Exhibits Page
-------------------------------------------------------------------------------------
<S> <C> <C> <C>
3.1 Restated Certificate of Incorporation of the Company, dated January 3,
1990 (filed as Exhibit 3.2 to the Company's quarterly report on
Form 10-Q for the quarter ended December 31, 1989, and incorporated
herein by reference).
3.2 By-Laws of the Company, as amended on January 3, 1990 (filed as Exhibit
3.3 to the Company's quarterly report on Form 10-Q for the quarter
ended December 31, 1989 and incorporated herein by reference).
3.3 By-Laws of the Company, as amended on July 12, 1995.
4.1 Term Loan Agreement dated August 15, 1994 between the Company and
Gerald Metals, Inc.(filed as an Exhibit 10.22 to the Company's annual
report on Form 10-K for the year ended June 30, 1994 and incorporated
herein by reference).
4.2 Security Agreement dated August 15, 1994 between the Company and Gerald
Metals, Inc.(filed as an Exhibit 10.23 to the Company's annual report
on Form 10-K for the year ended June 30, 1994 and incorporated herein
by reference).
4.3 Pledge Agreement dated August 15, 1995 between the Company and Gerald
Metals, Inc. (filed as an Exhibit 10.24 to the Company's annual report
on Form 10-K for the year ended June 30, 1994 and incorporated herein
by reference).
4.4 Indenture dated as of November 10, 1995 between the Company and
Chemical Bank as Trustee (filed as Exhibit 4.1 to the Company's
Registration Statement on Form S-3 (33-65165) as filed with the
Commission on December 19, 1995 under the Securities Act of 1933 and
incorporated herein by reference).
4.5 Escrow and Pledge Agreement dated as of November 10, 1995 between the
Company and Chemical Bank as Trustee and Chemical Bank as Escrow Agent
(filed as Exhibit 4.2 to the Company's Registration Statement on Form
S-3 (33-65165) as filed with the Commission on December 19, 1995 and
incorporated herein by reference).
</TABLE>
11
<PAGE>
4.6 Special Warrant Indenture dated November 9, 1995 between the Company
and The Montreal Trust Company of Canada containing terms and
conditions governing the issue and exercise of special debenture
warrants exercisable for 7% Exchangeable Debentures due October 25,
2000 of the Company (filed as Exhibit 99.2 to the Company's
Registration Statement on Form S-3 (33-65165) as filed with the
Commission on December 19, 1995 and incorporated herein by reference).
4.7 Loan Agreement dated as of November 27, 1995 between the Company and
First Marathon Inc. (filed as Exhibit 99.5 to the Company's
Registration Statement on Form S-3 (33-65165) as filed with the
Commission on December 19, 1995 and incorporated herein by reference).
4.8 Pledge Agreement dated as of November 27, 1995 between the Company and
First Marathon Inc. (filed as Exhibit 99.6 to the Company's
Registration Statement on Form S-3 (33-65165) as filed with the
Commission on December 19, 1995 and incorporated herein by reference).
10.1 Atlas Corporation Management Incentive Compensation Plan (filed as
Exhibit 10.2 to the Company's annual report on Form 10-K (file no. 1-
2714) for the fiscal year ended June 30, 1981 and incorporated herein
by reference).
10.2 Form of Indemnity Agreement entered into between the Company and
certain of its directors (filed as Exhibit 10.14 to the Company's
annual report on Form 10-K for the fiscal year ended June 30, 1987 and
incorporated herein by reference).
10.3 Amended and Restated Rights Agreement dated as of August 2, 1989
between the Company and Manufacturers Hanover Trust Company (filed as
Exhibit 1 to the Company's current report on Form 8-K dated August 2,
1989 and incorporated herein by reference).
10.4 Long Term Incentive Plan of the Company dated November 1, 1989 (filed
as Exhibit 10.28 to the Company's annual report on Form 10-K for the
fiscal year ended June 30, 1989 and incorporated herein by reference).
10.5 Atlas Corporation Supplemental Executive Retirement Plan dated as of
January 3, 1990 (filed as Exhibit 10.2 to the Company's quarterly
report on Form 10-Q for the quarter ended March 31, 1990 and
incorporated herein by reference).
12
<PAGE>
10.6 Atlas Corporation Retirement Plan for Outside Directors dated April 4,
1990 (filed as Exhibit 10.3 to the Company's quarterly report on Form
10-Q for the quarter ended March 31, 1990 and incorporated herein by
reference).
10.7 Restated Employment Agreement dated as of September 12, 1990 between
the Company and Richard R. Weaver (filed as Exhibit 10.22 to the
annual report on Form 10-K for the fiscal year ended June 30, 1990 and
incorporated herein by reference).
10.8 Amendment No. 1, dated as of March 6, 1991, to the Amended and
Restated Employment Agreement, dated as of September 12, 1990, between
the Company and Richard R. Weaver (filed as Exhibit 10.1 to the
Company's quarterly report on Form 10-Q for the quarter ended March
31, 1991 and incorporated herein by reference).
10.9 Atlas Corporation Annual Incentive Plan adopted by the Board of
Directors of the Company on March 6, 1991(filed as Exhibit 10.20 to
the Company's annual report on Form 10-K for the year ended June 30,
1991 and incorporated herein by reference).
10.10 Agreement dated September 10, 1992 among Atlas Precious Metals, Inc.,
the Company and Newmont Mining Corporation (filed as Exhibit 10.22 to
the Company's annual report on Form 10-K for the year ended June 30,
1992 and incorporated herein by reference).
10.11 Amendment dated September 10, 1992 to the Agreement dated September
10, 1992 among Atlas Precious Metals, Inc., the Company and Newmont
Mining Corporation (filed as Exhibit 10.23 to the Company's annual
report on Form 10-K for the year ended June 30, 1992 and incorporated
herein by reference).
10.12 Securities Purchase Agreement dated September 3, 1993 between the
Company and Phoenix Financial Holdings Inc. (filed as Exhibit 2 to
the Company's Report on Form 8-K filed on September 9, 1993 and
incorporated herein by reference).
10.13 Amendment dated as of September 15, 1993 to the Amended and Restated
Rights Agreement dated as of August 2, 1989 between the Company and
Chemical Bank, as successor by merger with Manufacturers Trust Company
(filed as Exhibit 10.25 to the Company's annual report on Form 10-K
for the year ended June 30, 1993 and incorporated herein by
reference).
13
<PAGE>
10.14 Employment agreement made as of September 22, 1993, between the
Company and David J. Birkenshaw (filed as Exhibit 10.1 to the
Company's quarterly report on Form 10-Q for the quarter ended March
31, 1994 and incorporated herein by reference).
10.15 Amendment dated as of August 28, 1995 to the employment agreement made
as of September 22, 1993, between the Company and David J. Birkenshaw
(filed as exhibit 10.15 to the Company's annual report on Form 10-K
for the year ended June 30, 1995 and incorporated herein by
reference).
10.16 Share Purchase Agreement dated April 28, 1994 between the Company and
M.I.M. (Canada) Inc. (filed as an Exhibit 10.18 to the Company's
annual report on Form 10-K for the year ended June 30, 1994 and
incorporated herein by reference).
10.17 Agreement dated May 10, 1994 between the Company and Granges Inc.
(filed as an Exhibit 10.19 to the Company's annual report on Form 10-K
for the year ended June 30, 1994 and incorporated herein by reference)
10.18 Registration Rights Agreement dated August 15, 1994, between the
Company and First Marathon Securities Limited (filed as Exhibit 10.20
to the Company's annual report on Form 10-K for the year ended June
30, 1994 and incorporated herein by reference).
10.19 Indemnity Agreement dated August 15, 1995 between the Company and
M.I.M. Holdings Limited (filed as an Exhibit 10.21 to the Company's
annual report on Form 10-K for the year ended June 30, 1994 and
incorporated herein by reference).
10.20 Purchase Agreement dated May 31, 1994 among the Company, Dakota Mining
Corporation, VenturesTrident L.P. and VenturesTrident II L.P. (filed
as an Exhibit 10.25 to the Company's annual report on Form 10-K for
the year ended June 30, 1994 and incorporated herein by reference).
10.21 Second Amendment dated as of August 15, 1994 to the Amended and
Restated Rights Agreement dated August 2, 1989 between the Company and
Chemical Bank, as successor by merger with Manufacturers Hanover Trust
Company (filed as Exhibit 10.1 to the Company's quarterly report on
Form 10-Q for the quarter ended March 31, 1995 and incorporated herein
by reference).
14
<PAGE>
10.22 The Company's Long Term Incentive Plan, as amended dated February 17,
1995 (filed as Exhibit 10.2 to the Company's quarterly report on Form
10-Q for the quarter ended March 31, 1995 and incorporated herein by
reference).
10.23 Employment Agreement made as of January 16, 1995 between the Company
and Michael B. Richings (filed as Exhibit 10.3 to the Company's
quarterly report on Form 10-Q for the quarter ended March 31, 1995 and
incorporated herein by reference).
10.24 Employment Agreement made as of February 17, 1995 between the Company
and Richard E. Blubaugh (filed as Exhibit 10.4 to the Company's
quarterly report on Form 10-Q for the quarter ended March 31, 1995 and
incorporated herein by reference).
10.25 Agreement dated February 24, 1995 between the Company and Granges Inc.
to vote the common shares of Granges Inc., held by the Company, in
favor of the proposed amalgamation of Granges Inc. and Hycroft
Resources & Development Corporation. (filed as exhibit 10.25 to the
Company's annual report on Form 10-K for the year ended June 30, 1995
and incorporated herein by reference).
10.26 Atlas Subscription Agreement dated March 9, 1995 between the Company
and Dakota Mining Corporation. (filed as exhibit 10.26 to the
Company's annual report on Form 10-K for the year ended June 30, 1995
and incorporated herein by reference).
10.27 Amendment dated September 15, 1995 to the employment agreement made as
of February 17, 1995 between the Company and Richard E. Blubaugh.
(filed as exhibit 10.27 to the Company's annual report on Form 10-K
for the year ended June 30, 1995 and incorporated herein by
reference).
10.28 Employment Agreement dated June 1, 1995 between the Company and Gerald
E. Davis (filed as exhibit 10.28 to the Company's annual report on
Form 10-K for the year ended June 30, 1995 and incorporated herein by
reference).
10.29 Amendment dated September 20, 1995 to the employment agreement dated
June 1, 1995 between the Company and Gerald E. Davis (filed as exhibit
10.29 to the Company's annual report on Form 10-K for the year ended
June 30, 1995 and incorporated herein by reference).
10.30 Underwriting Agreement dated as of October 25, 1995 by and among the
Company, Yorkton Securities Inc. and First Marathon Securities
15
<PAGE>
Ltd. regarding the distribution of special debenture warrants
exercisable for 7% Exchangeable Debentures due October 25, 2000 of the
Company (filed as Exhibit 99.1 to the Company's Registration Statement
on Form S-3 (33-65165) as filed with the Commission on December 19,
1995 and incorporated herein by reference).
10.31 Granges Registration Agreement dated as of November 10, 1995 between
the Company and Granges Inc. (filed as Exhibit 99.3 to the Company's
Registration Statement on Form S-3 (33-65165) as filed with the
Commission on December 19, 1995 and incorporated herein by reference).
10.32 Indemnification Agreement dated as of November 15, 1995 between the
Company and Granges Inc. (filed as Exhibit 99.4 to the Company's
Registration Statement on Form S-3 (33-65165) as filed with the
Commission on December 19, 1995 and incorporated herein by reference).
10.33 Option Agreement between the Company and Harvest Gold Corporation
signed September 13, 1995 (filed as Exhibit 99.7 to the Company's
Registration Statement on Form S-3 (33-65165) as filed with the
Commission on December 19, 1995 and incorporated herein by reference).
10.34 Purchase and Sale Agreement dated October 25, 1995 between the Company
and Independence Mining Company Inc. (filed as Exhibit 99.8 to the
Company's Registration Statement on Form S-3 (33-65165) as filed with
the Commission on December 19, 1995 and incorporated herein by
reference).
10.35 Registration Rights Agreement dated October 25, 1995 between the
Company and Independence Mining Company Inc. (filed as Exhibit 99.9 to
the Company's Registration Statement on Form S-3 (33-65165) as filed
with the Commission on December 19, 1995 and incorporated herein by
reference).
10.36 Agreement between the Company and Brown & Root, Inc. dated October 23,
1995 (filed as Exhibit 99.10 to the Company's Registration Statement
on Form S-3 (33-65165) as filed with the Commission on December 19,
1995 and incorporated herein by reference).
10.37 Mining Venture Agreement with Granges (U.S.), Inc. dated September 29,
1995
16
<PAGE>
10.38 Business combination agreement with MSV Resources Inc. dated March 5,
1996
21 Subsidiaries of the Company
23 Consent of Independent Auditors
27 Article 5 Financial Data Schedule
17
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 5
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> DEC-31-1995
<PERIOD-START> JUL-01-1995
<PERIOD-END> DEC-31-1995
<CASH> 11,607
<SECURITIES> 0
<RECEIVABLES> 365
<ALLOWANCES> 0
<INVENTORY> 250
<CURRENT-ASSETS> 16,050
<PP&E> 50,765
<DEPRECIATION> 44,406
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0
0
<COMMON> 20,035
<OTHER-SE> 2,108
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<INCOME-PRETAX> (4,291)
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<CHANGES> 0
<NET-INCOME> (4,266)
<EPS-PRIMARY> (.22)
<EPS-DILUTED> (.22)
</TABLE>
