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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: October 9, 1998
Date of earliest event reported: October 2, 1998
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 3140
DENVER, COLORADO 80202
(Address of principal executive offices)
(303) 629-2440
(Registrant's telephone number, including area code)
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ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS
On October 2, 1998, the Company executed a Deposit Agreement with Seven Peaks
Mining, Inc. ("Seven Peaks") for the sale of its entire interest in Cornerstone
Industrial Minerals Corporation ("Cornerstone"). Also on October 2, Atlas filed
a motion requesting approval of the Deposit Agreement with the Bankruptcy Court
handling Atlas' Chapter 11 reorganization. Within ten days after approval of
the Court and on the satisfaction of certain other conditions, Seven Peaks has
agreed to make a cash tender offer for 100% of the outstanding Cornerstone
shares at a price of C$0.12. Under the terms of the Deposit Agreement, Atlas
has irrevocably agreed to deposit its 18,352,991 shares of Cornerstone (61%) to
the Seven Peaks Offer. This transaction has been arranged by Monarch Financial
Corporation.
The total purchase price being paid by Seven Peaks is $4 million. Proceeds to
Atlas are comprised of the share offer and satisfaction of debt owed Atlas by
Cornerstone. Provided the cash tender offer is first approved and then is
successful, Atlas will receive approximately $3 million comprised of $1.4
million for its shares and $1.6 million in satisfaction of the debt.
In a separate agreement executed between Atlas and Seven Peaks on September 22,
1998, Atlas pledged its 61% ownership of Cornerstone against interim financing
in the amount of $750,000. The Court approved $250,000 for disbursement to
Atlas on September 25, 1998 and a hearing is set for October 14, 1998 for
approval of the remaining $500,000. On closing of the Deposit Agreement
described above, the $750,000 plus interest will be deducted from the proceeds
due Atlas.
ITEM 4. CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT
By letter dated October 2, 1998, Ernst & Young LLP ("EY") resigned as auditors
of Atlas Corporation (the "Company").
No report of EY during the past two years contained an adverse opinion or a
disclaimer of opinion or was qualified with respect to audit scope or accounting
principles. EY's reports on the financial statements of Atlas Corporation for
the last two years were modified with respect to the uncertainty of the
Company's ability to continue as a going concern.
During the Company's two most recent fiscal years and subsequent interim period
through October 9, 1998, there were no disagreements with EY on any matter of
accounting principles or practices, financial statement disclosure, or auditing
scope or procedure, which disagreements, if not resolved to the satisfaction of
EY, would have caused it to make a reference to the subject matter of the
disagreements in connection with its reports.
No reportable event as defined in clauses (A) through (D) of Item 304(a)(1)(v)
of Regulation S-K has occurred within the Company's two most recent fiscal
years, or in the subsequent interim period.
The Company has provided EY with a copy of this disclosure and attached as
Exhibit 2 is the text of EY's letter addressed to the Securities and Exchange
Commission in response to Item 304(a)(3) of Regulation S-K.
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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: October 9, 1998 By: /s/ James R. Jensen
-------------------
James R. Jensen
Secretary and Chief Financial
Officer
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EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibit No. Description Page No.
- ----------- ----------- --------
<C> <S> <C>
1. Letter, dated October 2, 1998 from Ernst & Young LLP
to the Company. 5
2. Letter, dated October 8, 1998 from Ernst & Young LLP
to the Securities and Exchange Commission. 6
</TABLE>
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EXHIBIT 1
[Ernst & Young LLP letterhead]
October 2, 1998
Mr. James Jensen
Chief Financial Officer
Atlas Corporation
370 Seventeenth Street
Denver, CO 80202
Dear Jim:
This is to confirm that the client-auditor relationship between atlas
Corporation (Commission File Number 1-2714) and Ernst & Young LLP has ceased.
Very truly yours,
/s/ Ernst & Young LLP
cc: Office of the Chief Accountant
SECPS Letter File
Securities And Exchange Commission
Mail Stop 11-3
450 Fifth Street, N.W.
Washington, D.C. 20549
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EXHIBIT 2
[Ernst & Young LLP letterhead]
October 8, 1998
Securities and Exchange Commission
560 Fifth Street, N.W.
Washington, DC 20549
Gentlemen:
We have read Item 4 of form 8-K dated October 8, of Atlas Corporation and are in
agreement with the statements contained in the second and third paragraphs on
page two therein. We have no basis to agree or disagree with other statements
of the registrant contained therein.
/s/ Ernst & Young LLP
Ernst & Young LLP
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