<PAGE>
================================================================================
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934 (Amendment No. )
Filed by the Registrant [_]
Filed by a Party other than the Registrant [X]
Check the appropriate box:
[_] Preliminary Proxy Statement [_] Confidential, for Use of the
Commission Only (as permitted by
Rule 14a-6(e)(2))
[X] Definitive Proxy Statement
[_] Definitive Additional Materials
[_] Soliciting Material Pursuant to Section 240.14a-11(c) or Section 240.14a-12
ATLAS CORPORATION
- - --------------------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)
ATLAS CORPORATION
- - --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required.
[_] 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.:
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(3) Filing Party:
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(4) Date Filed:
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Notes:
<PAGE>
[LETTERHEAD OF ATLAS CORPORATION APPEARS HERE]
Republic Plaza, 370 Seventeenth
Street, Suite 3050
Denver, CO 80202
Telephone: (303) 629-2440 Fax:
(303) 629-2445
June 4, 1997
Dear Stockholder:
We cordially invite you to attend Atlas Corporation's Annual Meeting of
Stockholders at 10:00 A.M. on Thursday, July 10, 1997 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 Annual Meeting of Stockholders. A copy of the Annual Report for
the year ended December 31, 1996 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,
Douglas R. Cook
Chairman
<PAGE>
[ATLAS CORPORATION LETTERHEAD APPEARS HERE] 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 Thursday, July
10, 1997, at 10:00 A.M., for the following purposes:
1.To elect one director to hold office until the 1999 Annual Meeting of
Stockholders and until his successor shall be elected and shall qualify
(PROPOSAL ONE).
2.To approve and ratify the appointment of Ernst & Young LLP as auditors
of Atlas Corporation for the year ended December 31, 1997 (PROPOSAL TWO).
3.To transact any other business that may properly come before the meeting
or any adjournment thereof.
Only stockholders of record at the close of business on Wednesday, May 27,
1997 are entitled to notice of and to vote at the Annual Meeting.
It is important that the greatest possible number of stockholders be present
or represented at the Annual 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.
James R. Jensen
Corporate Secretary
June 4, 1997
<PAGE>
[LETTERHEAD OF ATLAS CORPORATION APPEARS HERE]
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 the 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 Thursday, July 10, 1997 (the "Meeting") and at any
adjournment thereof.
The purpose of the Meeting is to consider and vote upon proposals: (i) to
elect a director to hold office until the 1999 Meeting and until his successor
shall be elected and shall qualify (PROPOSAL ONE); (ii) to approve the
appointment of Ernst & Young LLP as auditors of the Corporation for the year
ending December 31, 1997 (PROPOSAL TWO); and (iii) to transact such other
business as may properly come before the Meeting or any adjournment or
adjournments thereof.
This Proxy Statement was first mailed or given to stockholders on or about
June 4, 1997.
The principal executive offices of Atlas are located at the Republic Plaza,
370 Seventeenth Street, Suite 3050, Denver, Colorado 80202 (telephone: 303-
629-2440).
<PAGE>
VOTING AND PROXIES
DATE, TIME AND PLACE OF THE MEETING
The Meeting will be held at The Brown Palace Hotel, 321 Seventeenth Street,
Denver, Colorado on Thursday, July 10, 1997 at 10:00 A.M. Only stockholders of
record at the close of business on May 27, 1997 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 May 27, 1997, the record date for the determination of stockholders
entitled to notice of and to vote at the Meeting, 24,219,963 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 Meeting is necessary to constitute a quorum.
Approval of each of the proposals to be considered at the 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 Meeting, except for the
election of directors which requires a plurality of votes cast. Abstentions by
the holders of shares entitled to vote and present at the Meeting 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 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 of a
written notice of revocation prior to the Meeting, (2) delivery to the
Secretary of Atlas of 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 May 16, 1997,
regarding the beneficial ownership, including shares of Atlas Common Stock
which may be acquired upon the exercise of stock options or warrants, or the
conversion of any securities, within 60 days of May 16, 1997, of the
Corporation's Common Stock by (i) persons known to the Corporation to own more
than 5 percent of the Corporation's Common Stock, (ii) each director of the
Corporation, (iii) each executive officer named in the Summary Compensation
Table set forth on page 11, and (iv) all directors and executive officers as a
group. As of May 16, 1997, none of the directors or executive officers of the
Corporation owned beneficially any of the Corporation'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>
M.I.M. Holdings Limited 3,000,000(2) 11.90%(2)
M.I.M. Plaza,
410 Anne St.
Brisbane, Queensland, 4000
Australia
H.R. Shipes 2,167,646(3) 8.93%(3)
335 North Wilmot Road, Suite 400
Tucson, AZ 85711
Independence Mining Company 1,400,000(4) 5.78%(4)
5251 DTC Parkway, Suite 700
Englewood, CO 80111
Douglas R. Cook 90,334(5) *
Mario Caron -- *
Christopher J.A. Davie -- *
James H. Dunnett 208,334(6) *
David P. Hall 63,334(7) *
C. Thomas Ogryzlo 63,334(7) *
Richard E. Blubaugh 116,860(8) *
Gerald E. Davis 200,000 *
David Birkenshaw 200,000 *
All executive officers and
directors as a group (12 persons) 3,282,714(9) 13.0%(9)
</TABLE>
- - ---------
3
<PAGE>
(1) Includes shares issuable on the exercise of options, except for options
which have not vested and will not vest within sixty days of this report.
(2) M.I.M. Holdings Limited, to the best of the Corporation's knowledge, is
the direct beneficial owner of (i) 2,000,000 shares of Common Stock and (ii)
warrants issued by the Corporation which are exercisable into 1,000,000 shares
of Common Stock at an exercise price of $7.00 per share.
(3) On October 28, 1996, a Schedule 13D was filed with the Securities and
Exchange Commission by H.R. Shipes reflecting beneficial ownership of
2,117,646 shares of Common Stock of which 156,863 are held by Mr. Shipes for
the benefit of his minor child under the Uniform Gift to Minor's Act. Also
included are 50,000 options granted to Mr. Shipes as a director of Atlas which
were exercisable as of May 1, 1997.
(4) On November 3, 1995, 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 2,000 shares of Common Stock directly owned and 88,334 shares
obtainable upon exercise of options granted to Mr. Cook under the Long Term
Incentive Plan.
(6) James H. Dunnett is the indirect beneficial owner of (i) 100,000 shares
of Common Stock and (ii) warrants issued by the Corporation 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 63,334
shares obtainable upon exercise of options granted to him under the Long Term
Incentive Plan.
(7) Includes 63,334 shares obtainable upon exercise of options granted under
the Long Term Incentive Plan.
(8) Includes (i) 101,250 shares obtainable upon the exercise of options
granted under the Long Term Incentive Plan, (ii) 14,610 shares held in Mr.
Blubaugh's account under the Corporation's 401(k) Plan and (iii) 1,000 shares
held directly.
(9) Includes (i) 982,086 shares obtainable upon exercise of options granted
under the Long Term Incentive Plan, (ii) warrants issued by the Corporation
which are exercisable into 45,000 shares of Common Stock at an exercise of
$7.00 per share (iii) 33,982 shares of Common Stock held beneficially under
the Corporation's 401(k) Plan, and (iv) direct ownership of 2,221,646 shares
of Common Stock.
4
<PAGE>
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.
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 Atlas Common Stock regardless of
such shareholders' vote, or failure to vote, on such proposal.
5
<PAGE>
PROPOSAL ONE
ELECTION OF A DIRECTOR
The Corporation's directors are divided into three classes and hold office
for a term of three years ending with the Meeting held in the year ended
December 31, 1997 in the case of Class III, in the year ended December 31,
1998 in the case of Class I and in the year ended December 31, 1999 in the
case of Class II. There are currently seven directors, three in Class I, two
in Class II and two in Class III. Mr. Caron, pursuant to taking his new
position as President, Chief Executive Officer and Director of Eden Roc
Mineral Corp., has advised the Corporation's Board of Directors that he does
not intend to stand for re-election at this year's Meeting. Accordingly, only
Mr. Cook is standing for re-election as a Class III director.
Unless authority is withheld, it is intended that votes pursuant to proxies
solicited by this Proxy Statement will be voted for the election of Douglas R.
Cook as a Class III director. If Mr. Cook is unable to serve, the proxies will
be voted for a substitute nominee. Mr. Cook is presently a Class III director.
Information Concerning Directors and Nominees
<TABLE>
<CAPTION>
Director Principal Occupation, Past Five Years' Business
Name Since Experience and Other Directorships Held Age
---- -------- ----------------------------------------------- ---
CLASS III
(TERM OF OFFICE EXPIRES AT THE ANNUAL MEETING OF
STOCKHOLDERS HELD IN THE YEAR ENDED DECEMBER 31, 1997)
<S> <C> <C> <C>
Douglas R. Cook 1988 President of Cook Ventures 71
Inc., a geological con-
sulting firm; director of
Pegasus Gold Corporation
and Archangel Diamond
Corp. Mr. Cook's business
address is 2485 Greens-
boro Drive, Reno, Nevada
89509.
</TABLE>
6
<PAGE>
<TABLE>
<CAPTION>
Director Principal Occupation, Past Five Years' Business
Name Since Experience and Other Directorships Held Age
---- -------- ----------------------------------------------- ---
CLASS I
(TERM OF OFFICE EXPIRES AT THE ANNUAL MEETING
OF STOCKHOLDERS HELD IN THE YEAR ENDED DECEMBER 31, 1998)
<C> <C> <S> <C>
David P. Hall 1993 President and Chief Execu- 50
tive Officer of Aurizon
Mines Ltd., a Canadian
gold mining company;
formerly President of
CanGold Resources until
January 1995 and for-
merly President of
Hughes Lang Corporation
until January 1994. Mr.
Hall's business address
is 1414-700 West Georgia
St., Vancouver, BC V7Y
1A3.
H.R. Shipes 1996 President, Chairman of the 54
Board and Chief Execu-
tive Officer of Arimetco
International Inc., a
Canadian mining company,
from November 1988 to
the present; director of
Cornerstone Industrial
Minerals Corporation, a
majority owned subsidi-
ary of Atlas. Mr.
Shipes' business address
is 335 North Wilmot
Road, Suite 410, Tucson,
AZ 85711
Christopher J.A. Davie 1997 President and Director of 50
Castle Exploration In-
corporated, a minerals
exploration company. Mr.
Davie served as Vice
President of Projects
with Castle Group Inc.
from February 1994 to
January 1997. From 1992
until 1994 he was a con-
sultant. Mr. Davie's
business address is 717
17th Street, Suite 1440,
Denver CO 80202
</TABLE>
7
<PAGE>
<TABLE>
<CAPTION>
Director Principal Occupation, Past Five Years' Business
Name Since Experience and Other Directorships Held Age
---- -------- ----------------------------------------------- ---
CLASS II
(TERM OF OFFICE EXPIRES AT THE ANNUAL MEETING OF
STOCKHOLDERS HELD IN THE YEAR ENDED DECEMBER 31, 1999)
<C> <C> <S> <C>
James H. Dunnett 1995 Principal of Endeavour Fi- 48
nancial Corp., a private
Canadian company special-
izing in arranging proj-
ect financing, mergers
and acquisitions for the
mining industry and
Chairman of Cornerstone
Industrial Minerals Cor-
poration, a majority-
owned subsidiary of the
Company. Mr. Dunnett's
business address is 1111
West Georgia St., Suite
404, Vancouver, BC, Can-
ada V6E 4M3.
C. Thomas Ogryzlo 1993 Chairman of Kilborn SNC- 57
Lavalin Inc.; formerly a
principal of Wright Engi-
neers Limited, an engi-
neering firm; Director of
CaribGold Resources Inc.,
Rio Amarillo Mining Lim-
ited, Cornerstone Indus-
trial Mineral Corpora-
tion, a majority owned
subsidiary of the Corpo-
ration and Vista Gold
Corp., in which Atlas
holds a 9.6% interest.
Mr. Ogryzlo's business
address is 2200 Lake
Shore Boulevard West, To-
ronto, Ontario, Canada
M8V 1A4.
</TABLE>
The Corporation has an Audit Committee and Compensation Committee of which
all members are appointed by the Board of Directors. The Compensation
Committee currently consists of Messrs. Ogryzlo, Dunnett and Shipes, and
during part of the fiscal year ended December 31, 1996 consisted of Messrs.
Ogryzlo, Cook and Philip R. Mengel. Mr. Mengel resigned from the Board of
Directors on May 29, 1996. Due to his appointment as Chairman of the Board of
Directors, Mr. Cook resigned from the Compensation Committee on December 13,
1996. Mr. Shipes was appointed to replace
8
<PAGE>
Mr. Cook on the Compensation Committee and on March 25, 1997, Mr. Dunnett was
also appointed to the Compensation Committee. The Audit Committee currently
consists of Messrs. Dunnett, Hall and Ogryzlo, and during part of the year
ended December 31, 1996 consisted of Messrs. Dunnett, Hall and Cook. Mr. Cook
also resigned from the Audit Committee on December 13, 1996, at which time Mr.
Ogryzlo was appointed to replace Mr. Cook on the Audit Committee. 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 year ended December 31,
1996, the Audit Committee held three meetings and the Compensation Committee
held two meetings.
During the year ended December 31, 1996, the Board met sixteen times. Each
director attended 75% or more of the aggregate of the total number of Board of
Directors meetings and meetings of Board Committees on which that director
served during the year ended December 31, 1996.
Prior to November 1, 1996, fees paid to non-employee directors consisted 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.
Effective November 1, 1996, in lieu of the annual fee noted above, it was
determined that all non-employee directors on such date who were directors and
those thereafter joining the Board of Directors, would be awarded a one time
grant of 50,000 options under the Long Term Incentive Plan ("LTIP"), vesting
six months from the grant date, at an exercise price equal to the closing
market price on the grant date or $1.00 per share, whichever was higher.
Additionally, effective November 1, 1996, Mr. Cook, as non-executive Chairman,
would be awarded options to purchase 25,000 shares of Atlas Common Stock,
granted under the LTIP, vesting six months from the grant date at an exercise
price equal to the closing market price on the grant date or $1.00 per share,
whichever was higher and $25,000 in cash payable in four equal quarterly
installments.
The Retirement Plan for Outside Directors (the "Plan") of the Corporation
provided retirement, death and disability benefits to Directors of the
Corporation who were not employees of the Corporation and who did not have a
vested interest in the Atlas Corporation 1978 Retirement Plan described in
this Proxy Statement. Eligible Directors
9
<PAGE>
who retired from the Board of Directors after age 55 and had five or more
years of service or who had ceased serving as a Director because of disability
were entitled to receive an annual cash benefit equal to the annual retainer
for service as a Director which was in effect on the date on which the
Director's service as a Director ceased for a period equal to the number of
years of service as a Director, but in no event for more than 10 years.
Directors who died while serving as a Director were entitled to receive a lump
sum cash benefit equal to five times the annual retainer. If there was a
change of control of the Corporation, each Director who then had more than one
but less than five years of service was 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 Plan at a Board of Directors
meeting held on November 15, 1993, and to make Mr. Cook eligible to
participate in the Plan as in existence at the time. In addition to Mr. Cook,
five former Directors are still eligible for benefits under the Plan. To date,
$215,625 in payments have been made of benefits of $402,500 which have
accrued. On December 13, 1996, the Board of Directors voted to pay the
remainder of these benefits in stock of the Corporation.
THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE FOR APPROVAL OF THE
NOMINEE FOR ELECTION AS A DIRECTOR.
PROPOSAL TWO
SELECTION OF AUDITORS
A proposal to approve the selection by Atlas's Board of Directors of Ernst &
Young LLP as Atlas's auditors for the year ended December 31, 1997 will be
presented at the Meeting. Ernst & Young LLP examined the financial statements
of Atlas and its subsidiaries for the year ended December 31, 1996.
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 year ended December
31, 1996, 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
SELECTION 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.
Richard E. Blubaugh, age 50, has served as Vice President of
Environmental and Governmental Affairs of the Corporation 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's 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 benefits plans.
Gregg B. Shafter, 41, has served as Vice President of Project Development
of the Corporation since August 1, 1995. Mr. Shafter has an employment
agreement providing for his employment as an officer of the Corporation, at
a minimum annual salary of $85,000, 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 Corporation, provided that in no event shall
such amount be less than one-half of his annual salary, amounts accrued but
unpaid under this employment contract and amounts payable under existing
employee benefit plans.
The following table sets forth all compensation paid by the Corporation, for
the year ended December 31, 1996, the six months ended December 31, 1995 and
for each of the fiscal years ended June 30, 1995 and 1994, to Messrs. Gerald
E. Davis, Richard E. Blubaugh and David J. Birkenshaw. Except for such
persons, no person who was serving as an executive officer of the Corporation
during the year ended December 31, 1996 had total cash and cash-equivalent
remuneration which exceeded $100,000 during the year. Messrs. Birkenshaw and
Davis terminated their employment with the Corporation on, respectively, June
21, 1996 and November 5, 1996.
11
<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>
Richard E. Blubaugh, VP Dec. 31, 1996 $ 91,676 $ 13,754 $ 10,214(2) 127,500 $5,750(3)
Dec. 31, 1995(1) $ 46,575 -- $ 5,956(2) 52,000 $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(2)(4) 25,000 $5,211(3)
David J. Birkenshaw,
CEO(5) Dec. 31, 1996 $173,485 $150,000 $406,675(2) 200,000
Dec. 31, 1995(1) $ 87,500 -- $ 84,462(2)(6) --
June 30, 1995 $154,167 -- -- 350,000
June 30, 1994 $ 75,000 -- -- 300,000
June 30, 1993 -- -- -- --
Gerald E. Davis
President(7) Dec. 31, 1996 $151,587 $ 35,000 $ 11,870(2) 200,000 $5,750(4)
Dec. 31, 1995(1) $ 76,078 -- $ 6,312(2) 40,000 $1,875(4)
June 30, 1995 $134,561 $ 3,500 $ 6,813(2) 75,000 $7,560(4)
June 30, 1994 $120,000 -- $ 45,436(2)(4) 25,000 $1,800(4)
</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 Corporation.
(3) Includes contributions by the Corporation to the Investment Savings Plan
for employees of Atlas.
(4) Amount includes payments by the Corporation to Messrs. Davis and Blubaugh
of $35,625 and $11,875, respectively, in respect of options to purchase 15,000
and 5,000 shares of Common Stock by Messrs. Davis and Blubaugh following the
change in control of September 20, 1993, representing the difference between
the option price and the market price of such shares.
(5) Upon the resignation of David J. Birkenshaw on June 21, 1996, the
Corporation agreed to pay the following payments and benefits to Mr.
Birkenshaw: 1) a single lump payment of $337,500 and six monthly installments
of $18,500 less any amounts due the Corporation from the employee; 2) an award
of an option to purchase an aggregate of 200,000 shares of the Corporation'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, 1997; 3) the
forgiveness of the $60,000 unsecured housing loan and any accrued interest on
such loan; and pursuant to the Amendment to Resignation Agreement and General
Release dated October 11, 1996, upon satisfaction of item 1) above, the
Corporation paid to Mr. Birkenshaw an amount of $54,000.
(6) Amount includes $75,000 relocation expenses paid by the Corporation.
(7) Upon the resignation of Gerald E. Davis, on November 5, 1996, the
Corporation
12
<PAGE>
agreed to pay Mr. Davis the following payments and benefits: 1) a total payment
of $325,657; payable as $25,657 immediately after execution of the Resignation
Agreement and six monthly installments of $50,000 each commencing on January
13, 1997; 2) at any time prior to November 5, 1997, Mr. Davis may exercise the
options granted to him on May 19, 1995 and August 10, 1995 under the Long Term
Incentive Plan to purchase 100,000 shares of stock at an exercise price of
$2.00, which options shall expire by November 5, 1997. At any time prior to
November 5, 1998, Mr. Davis may exercise additional options granted to him on
November 5, 1996 to purchase 100,000 shares of stock at an exercise price of
$1.00 per share, which options shall expire by November 5, 1998.
See also, with respect to Messrs. Davis, Blubaugh and Birkenshaw, the sections
entitled "Option Grants" and "Aggregated Option Exercises and Option Values"
below.
INVESTMENT AND SAVINGS PLAN. The Atlas Corporation Investment and Savings
Plan (the "Plan") benefits employees of the Corporation and its subsidiaries
who have completed six months of service. Each participant under the Plan must
be at least 21 years of age. Under the 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 the 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 the 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. Effective March 1, 1997,
the Corporation froze all future accrual of benefits under the 1978 Retirement
Plan. The benefits earned by each participant as of February 28, 1997 shall be
preserved and no benefit of any participant shall be decreased or reduced. At
the Corporation's option, the freeze can be lifted at any time in the future.
13
<PAGE>
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:
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......................... $ 8,621 $ 12,932 $ 17,242 $ 21,553 $ 25,864
$100,000......................... $ 18,621 $ 27,932 $ 37,242 $ 46,553 $ 55,864
$150,000......................... $ 28,621 $ 42,932 $ 57,242 $ 71,553 $ 85,864
$200,000......................... $ 28,621 $ 42,932 $ 57,242 $ 71,553 $ 85,864
$250,000......................... $ 28,621 $ 42,932 $ 57,242 $ 71,553 $ 85,864
$300,000......................... $ 28,621 $ 42,932 $ 57,242 $ 71,553 $ 85,864
</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, 1996 under the 1978 Retirement Plan for
the Officers listed in the SUMMARY COMPENSATION TABLE are 6 years for Mr. Davis
and 14 years for Mr. Blubaugh.
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
14
<PAGE>
performance which has only been minimally acceptable and performance which has
been significantly above target. Target, threshold and maximum awards are
expressed as a 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)
- - ------------------- --------- ---------- -------- ---------- --------
For the Year Ended December 31, 1996:
<S> <C> <C> <C> <C> <C>
Gerald E. Davis 100,000(3) 11% $1.00 11/05/98 $27,000
Richard E. Blubaugh 75,000(3) 8.32% $1.00 10/31/06 $23,250
David J. Birkenshaw 200,000(4) 2.22% $1.50 06/29/99 $68,000
650,000(5) 72.1%
</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 24-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 November 1, 1996 which vest in six months from the
date of grant.
(4) Pursuant to the terms of Mr. Birkenshaw's resignation agreement dated
June 21, 1996, he was provided the option to purchase 200,000 shares of the
Corporation'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.
(5) Options subsequently canceled on June 21, 1996.
15
<PAGE>
AGGREGATED OPTION EXERCISES AND OPTION VALUES
The following table provides information relating to the number and value of
stock options exercised in the year ended December 31, 1996 and the number of
exercisable and unexercisable stock options held by executive officers at
December 31, 1996:
<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 -- -- 200,000 --
Richard E. Blubaugh -- -- 25,250 101,250
David J. Birkenshaw -- -- 200,000 --
</TABLE>
There were no unexercised, in-the-money options at December 31, 1996.
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's 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.
16
<PAGE>
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.
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 on the same
elements as other executives, namely base salary, cash bonus and stock options.
COMPENSATION COMMITTEE
C. Thomas Ogryzlo, Chairman
James H. Dunnett
H.R. Shipes
17
<PAGE>
PERFORMANCE GRAPH
The following graph shows changes over the past five years in the value of
$100 invested in: (1) Atlas 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*
[GRAPH APPEARS HERE]
COMPARISON OF FIVE YEAR CUMULATIVE RETURN
AMONG ATLAS CORPORATION, DOW JONES EQUITY MARKET INDEX AND
DOW JONES PRECIOUS METALS INDEX /*/
<TABLE>
<CAPTION>
DOW JONES DOW JONES
Measurement period ATLAS EQUITY MARKET PRECIOUS METAL
(Fiscal Year Covered) CORPORATION INDEX INDEX
- - --------------------- ----------- ------------- --------------
<S> <C> <C> <C>
Measurement PT -
12/31/91 $100.00 $100.00 $100.00
FYE 12/31/92 $ 85.71 $108.61 $ 86.45
FYE 12/31/93 $ 71.43 $119.41 $139.07
FYE 12/31/94 $ 34.69 $120.33 $116.28
FYE 12/31/95 $ 22.45 $166.31 $122.95
FYE 12/31/96 $ 11.27 $205.57 $125.24
</TABLE>
* $100 INVESTED ON 12/31/91 IN STOCK OR INDEX - INCLUDING REINVESTMENT OF
DIVIDENDS.
18
<PAGE>
COMPENSATION COMMITTEE INTERLOCKS
AND INSIDER PARTICIPATION
During 1996; Messrs. Douglas R. Cook, Philip R. Mengel, C. Thomas Ogryzlo and
H. R. Shipes served on the Compensation Committee. No member of the
Compensation Committee is or has been at any time an officer of the Corporation
or any of its subsidiaries (except for Mr. Cook who served as a non-executive
Chairman of the Board of Directors of the Corporation during 1996). During
1996, no executive officer of the Corporation served as a director or as member
of the Compensation Committee of another entity whose executive officers served
as a director or as a member of the Compensation Committee of the Corporation.
CERTAIN RELATIONSHIPS AND OTHER TRANSACTIONS
Mr. Dunnett is a principal of the investment banking firm of Endeavour
Financial Corporation, ("Endeavour") which acted as a financial advisor to the
Corporation. Mr. Dunnett served, from April 1, 1995 until September 30, 1995 as
an Atlas nominee on the Board of Directors of Vista Gold Corp. ("Vista").
Additionally, he serves on the Board of Directors of Cornerstone Industrial
Minerals Corporation ("Cornerstone"), a majority-owned subsidiary of the
Corporation. During the year ended December 31, 1996, the Corporation paid
Endeavour $512,700 in advisory fees.
Mr. Birkenshaw, Chairman and Chief Executive Officer of the Corporation until
his resignation on June 21, 1996, served as the Vice Chairman of Vista, in
which the Corporation currently retains a 9.6% interest and served until
February 16, 1996 as a director of Dakota Mining Corporation ("Dakota"). The
Corporation, 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 Cornerstone from June 1991 through March
1995, and was reappointed Chairman of Cornerstone upon Atlas's acquisition of
51% of Cornerstone on November 29, 1995, serving until June 21,1996. Prior to
Atlas's acquisition of the 51% interest in Cornerstone, Mr. Birkenshaw
purchased 1,150,000 warrants to purchase Common Shares of the Corporation from
Cornerstone, which were exercisable at $3.625 per share and expired on
September 20, 1996. Mr. Birkenshaw received a non-interest bearing unsecured
loan from Cornerstone in the amount of C$25,000 payable upon demand, the
proceeds of which were used to purchase the Atlas warrants. Mr. Birkenshaw
repaid the Cornerstone loan in March 1996.
19
<PAGE>
Mr. Birkenshaw serves as Chairman of Birkenshaw & Company, Ltd., a merchant
bank. During the year ended December 31, 1996, the six months ended December
31, 1995 and the year ended June 30, 1995, the Corporation paid Birkenshaw &
Company $0, $43,000 and $174,000, respectively, for reimbursement of expenses
incurred on behalf of the Corporation.
Mr. Birkenshaw received from Atlas a $60,000 unsecured housing loan, bearing
an 8% interest rate, in connection with his relocation to Denver, Colorado.
This loan was forgiven as part of his resignation agreement. Mr. Birkenshaw
received from the Corporation and its subsidiaries unsecured noninterest
bearing employee advances of approximately $99,000. Such advances have
subsequently been repaid.
Mr. Shipes is the President, Chief Executive Officer and Chairman of Arimetco
International Inc. ("Arimetco"), a Canadian mining company. The Corporation
purchased 50% of Arisur Inc., a Grand Cayman corporation, which owns and
operates mining operations in Bolivia, from Arimetco for $3.3 million in cash.
The Corporation acquired the remaining 50% of Arisur Inc. from Suramco Metals,
Inc., a Nevada corporation, of which Mr. Shipes is a major shareholder, for
four million shares of the Corporation's common stock. As part of the
transaction, Mr. Shipes became a member of the Corporation's Board of
Directors.
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. To the Corporation's
knowledge, all of these filing requirements were satisfied with respect to
transactions during the year ended December 31, 1996.
PROPOSALS OF STOCKHOLDERS
Proposals of stockholders intended to be presented at Atlas's next Annual
General Meeting of Stockholders must be received by the Secretary of Atlas by
January 31, 1998 for inclusion in Atlas's proxy statement and form of proxy
relating to that meeting.
20
<PAGE>
ATLAS CORPORATION
PROXY SOLICITED BY THE BOARD OF DIRECTORS
FOR ANNUAL MEETING OF STOCKHOLDERS
JULY 10, 1997
The undersigned appoints each of Richard E. Blubaugh, James R. Jensen and
Gregg B. Shafter 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 July 10, 1997 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 proposals 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
<PAGE>
[X] PLEASE MARK YOUR
VOTES AS IN THIS
EXAMPLE.
THE BOARD OF DIRECTORS RECOMMENDS VOTES FOR THE FOLLOWING PROPOSALS:
1. Election of FOR AGAINST
Douglas R. Cook [ ] [ ]
as Director.
2. Ratification of selection FOR AGAINST ABSTAIN
of auditors. [ ] [ ] [ ]
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 ___________________________________________ ,1997
IMPORTANT: Please sign your name or names exactly as identified on this proxy.
Joint own owners should each sign. When signing as attorney,
manager, or ad administrator, executor, trustee or guardian, please
give your full title as such.
