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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
Date of Report: March 25, 1996
Date of earliest event reported: March 20, 1996
ATLAS CORPORATION
(Exact name of registrant as specified in its charter)
DELAWARE 1-2714 13-5503312
(State of (Commission (IRS Employer
Incorporation) File Number) Identification No.)
370 SEVENTEENTH STREET, SUITE 3150
DENVER, COLORADO 80202
(Address of principal executive offices)
(303) 825-1200
(Registrant's telephone number, including area code)
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ITEM 5. OTHER EVENTS
The news release dated March 20, 1996, a copy of which is attached as
Exhibit 1 hereto, is incorporated herein by reference and made a part hereof.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
ATLAS CORPORATION
Date: March 25, 1996 By: /s/ JEROME C. CAIN
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Jerome C. Cain
Vice President of Finance and Secretary
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EXHIBIT INDEX
Exhibit No. Description Page No.
- ----------- ----------- --------
1. News Release dated March 20, 1996 5
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EXHIBIT 99
[LOGO OF ATLAS CORPORATION APPEARS HERE]
ATLAS CORPORATION MSV RESOURCES INC.
370 17th St., Suite 3050 630 Rene-Leve Blvd. Suite 3240
Denver, CO 80202 Montreal, Quebec H3B 1S6
Contact: Gerald E. Davis (303) 629-2440 Contact: Eric Lasalle (514) 875-9033
NEWS FOR IMMEDIATE RELEASE
ATLAS CORPORATION AND MSV RESOURCES INC. REVISE TERMS OF COMBINATION; ATLAS
CORPORATION SALE OF DAKOTA MINING CORPORATION INTEREST
_______________________________
Denver, CO, March 20, 1996 -- Atlas Corporation (NYSE:AZ) and MSV Resources Inc.
(TSE,ME:MSV) today announced that they have revised the terms of their business
combination announced on March 6, 1996. The exchange ratio remains the same,
however, Atlas and MSV have concluded that the minimum US$20 million in equity
to be raised as a part of the combination will now be arranged through Atlas
Corporation. Proceeds from this financing will be used primarily to accelerate
the development of MSV properties in the Chibougamau area.
MSV's Copper Rand Mine, located near Chibougamau, Quebec, is currently producing
gold and copper from levels above 3800 ft. MSV has initiated the Copper Rand
5000 project, a program designed to develop and exploit reserves down to the
5000 foot level. MSV anticipates significant cost savings by deepening the
existing shaft thereby reducing the ore handling costs attendant to the current
use of the internal shaft and ramp. Development of the Copper Rand 5000 project
is estimated to cost approximately C$30 million. In addition, the company
intends to develop the Corner Bay property which is largely self-financing and
which is projected to provide significant cash flow to assist with the funding
of Copper Rand 5000.
Under the revised terms of the transaction, MSV will now propose to its
shareholders an arrangement under the provisions of the Companies Act (Quebec)
pursuant to which shareholders of MSV will receive a new class of MSV shares
which will be exchangeable at any time for Atlas Corporation Common Shares on a
one-for-one basis. It is proposed that MSV will be renamed (hereinafter, for
the purposes hereof "Atlas Canada"). Based upon the previously announced
exchange ratio, MSV shareholders will receive two exchangeable shares for every
three Common Shares of MSV. Each new Atlas Canada exchangeable share will carry
voting and equity rights in Atlas Corporation equivalent to the Common Shares of
Atlas Corporation. After giving effect to the proposed reorganization, Atlas
Corporation will own all of the voting shares of Atlas Canada. The transaction
remains subject to regulatory and court approval and approval by the
shareholders of MSV and Atlas.
Separately Atlas Corporation today announced the sale of all its 9.1% interest
in Dakota Mining Corporation for net proceeds of US$4.5 million. This share
interest was acquired in March 1995 for US$3 million. The board of Atlas
considers that this sale will allow the company greater flexibility in meeting
the capital needs of restarting the Gold Bar Mine and meeting the challenge of
MSV's development capital requirements following completion of the merger.
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