<PAGE>
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: February 4, 2000
Date of earliest event reported: December 11, 1999
ATLAS MINERALS INC.
(FORMERLY KNOWN AS ATLAS CORPORATION)
(Exact name of registrant as specified in its charter)
Colorado 1-2714 13-5503312
(State of (Commission (IRS Employer
Incorporation) File Number) Identification No.)
370 Seventeenth Street, Suite 3010
Denver, Colorado 80202
(Address of principal executive offices)
(303) 629-2440
(Registrant's telephone number, including area code)
Page 1 of 5
<PAGE>
Item 3. Bankruptcy or Receivership
Atlas Minerals Inc.'s ("Atlas") plan of reorganization (the "Plan") has been
approved by its creditors and was confirmed by the U.S. Bankruptcy Court,
District of Colorado on December 11, 1999. The Plan became effective January 10,
2000 (the "Effective Date").
Pursuant to the Plan, Atlas has reincorporated under the laws of Colorado,
changed its name to Atlas Minerals Inc., maintained its authorized common stock
at 100,000,000 shares with a par value of $.01 per share and maintained its
authorized preferred stock at 1,000,000 shares with a par value of $.01 per
share. All interests of shareholders holding less than 1,000 shares as of the
Effective Date were voided on the Effective Date, and the remaining outstanding
shares were subject to a 1:30 reverse split. On the Effective Date, Atlas also
canceled all outstanding pre-petition options, warrants and/or other rights or
commitments by Atlas to issue any securities or benefits to any person or
business entity other than those approved in the Plan.
The Plan provides for payment of most pre-petition claims in common stock of the
reorganized Atlas as follows, which takes into account the 1:30 reverse stock
split: (a) existing shareholders will retain approximately 900,000 shares of the
common stock of the reorganized Atlas; (b) approximately 750,000 shares will be
issued to current management and key employees pursuant to a Management
Compensation Plan; and (c) approximately 4,350,000 shares will be divided among
pre-petition creditors (the "Creditors") and other parties in interest to the
Plan. In addition to the foregoing allocation of common stock, the reorganized
Atlas will establish a stock incentive plan pursuant to which the employees,
officers, directors and consultants of the reorganized Atlas may acquire stock
in accordance with criteria approved by Atlas's board of directors. Any stock
used for the stock incentive plan will be derived from the unissued shares of
the reorganized Atlas and not from any shares to be issued to any Creditor or
other party in interest to the Plan. The Plan also calls for certain non-
operating assets of Atlas to be sold over the next two to three years with the
proceeds to be divided between the reorganized Atlas and the Creditors. A large
part of Atlas's pre-petition liabilities will be satisfied under the Plan
including any future responsibility for reclamation of the Moab, Utah uranium
tailings site. The principal remaining asset of Atlas will be its wholly-owned
subsidiary, Arisur Inc., which mines lead, zinc and silver in Bolivia, South
America. A copy of the Plan is attached hereto as Exhibit 2.1 and the foregoing
summary of the Plan is qualified in its entirety by such exhibit.
As of the date of this Report, there are approximately 900,000 shares of common
stock and no shares of preferred stock issued and outstanding. An additional
5,100,000 shares of common stock will be issued to the Creditors and other
parties in interest under the terms of the Plan. Atlas projects that there will
be approximately 6,000,000 shares of common stock outstanding after the
reorganization is complete.
On December 20, 1999, the Company issued a press release concerning court
approval of the Plan, a copy of which is attached as Exhibit 99.1 to this
Report.
Information as to the assets and liabilities of Atlas as of December 11, 1999,
the date of confirmation of the Plan, is set forth on Exhibit 99.2 to this
Report. Atlas will file its audited financial statements with its Report on Form
10-KSB for the year ended December 31, 1999 on or before the due date of such
Report.
Page 2 of 5
<PAGE>
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits.
(c) Exhibits
2.1 Atlas's Amended Plan of Reorganization.
2.2 Amended Plan of Reorganization of Atlas Precious Metals Inc.
2.3 Amended Plan of Reorganization of Atlas Gold Mining Inc.
3.1 Articles of Incorporation for reorganized Atlas.
99.1 Press release dated December 20, 1999.
99.2 Unaudited Balance Sheet of Atlas Corporation as of the
Confirmation date.
Page 3 of 5
<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 hereunto duly authorized.
ATLAS CORPORATION
Date: February 4, 2000 By: /s/ James R. Jensen
-------------------------------------
James R. Jensen
Secretary and Chief Financial Officer
Page 4 of 5
<PAGE>
EXHIBIT INDEX
Exhibit No. Description
- ----------- -----------
2.1 Atlas's Amended Plan of Reorganization.
2.2 Amended Plan of Reorganization of Atlas Precious Metals Inc.
2.3 Amended Plan of Reorganization of Atlas Gold Mining Inc.
3.1 Articles of Incorporation for reorganized Atlas.
99.1 Press release dated December 20, 1999.
99.2 Unaudited Balance Sheet of Atlas Corporation as of the
Confirmation date.
Page 5 of 5
<PAGE>
Exhibit 2.1
UNITED STATES BANKRUPTCY COURT
FOR THE DISTRICT OF COLORADO
IN RE: )
)
ATLAS CORPORATION, ) Case No. 98-23331 DEC
a Delaware corporation ) Chapter 11
EIN #: 15-5503312)
)
ATLAS GOLD MINING INC., a Nevada Corp. ) Case No. 99-10889 DEC
EIN #:84-1023843) Chapter 11
)
ATLAS PRECIOUS METALS INC., a Nevada ) Case No. 99-10890 SBB
Corp., EIN #: 87-0400332) Chapter 11
)
Debtors. ) (Jointly Administered Under
) Case No. 98-23331 DEC)
________________________________________________________________________________
ATLAS CORPORATION'S SECOND AMENDED PLAN OF REORGANIZATION
________________________________________________________________________________
Atlas Corporation, Debtor in Possession, by and through its counsel Sender
& Wasserman, P.C., proposes this Amended Plan of Reorganization pursuant to 11
U.S.C. (S) 1121(a) (hereinafter referred to as the "Atlas Plan"):
ARTICLE I
DEFINITIONS
-----------
All capitalized terms used herein shall have the respective meanings set
forth below or as otherwise assigned in the Plan. All other terms shall have
the meanings assigned to such terms in the Bankruptcy Code or the Bankruptcy
Rules, or if none, by common usage.
1.1 "ACSTAR" shall mean ACSTAR Insurance Company. ACSTAR has issued bonds
------
to secure the Moab Cleanup Obligation and the Other Cleanup Obligations of Atlas
and certain of its subsidiaries.
1.2 "ACSTAR Bonds" shall mean Bond #6149 for the Carter Raymond Property,
------------
Bond #6039, #6876 and Bond #6907 for the Grassy Mountain property, Bonds #5659,
#5660 and #5661 for the Gold Bar property, and any other bonds issued by ACSTAR
for the benefit of Atlas, AGMI or APMI, except those bonds defined as the ACSTAR
Moab Bonds, having a collective face amount of $1,790,000 and $5,675,000 (less
approximately $189,000) held in an escrow account for the benefit of ACSTAR with
Colorado State Bank as the escrow agent (the "Escrow Fund"). The
<PAGE>
security for the ACSTAR Bonds and the ACSTAR Moab Bond are cross-collateralized
and represent joint and several obligations of Atlas, APMI and AGMI.
1.3 "ACSTAR Moab Bond" shall mean Bond #5652 for the Moab Utah Site
----------------
Cleanup Obligations in the face amount of $6,500,000 and secured by the Escrow
Fund. The security for the ACSTAR Bonds and the ACSTAR Moab Bond is the same and
are cross-collateralized and constitute joint and several obligations of Atlas,
APMI and AGMI.
1.4 "Administrative Expense" shall mean any cost or expense of
----------------------
administration of Chapter 11 allowed under 11 U.S.C. (S) 503(b) of the Code.
1.5 "Affiliate" shall mean any entity affiliated with Atlas pursuant to 11
---------
U.S.C. (S) 101(2).
1.6 "AGMI" shall mean Atlas Gold Mining Inc., a Nevada corporation, the
----
Chapter 11 Debtor under Case No. 99-10889 DEC.
1.7 "AGMI Plan" shall mean the Plan of Reorganization, as amended
---------
submitted by the Debtor, Atlas Gold Mining Inc.
1.8 "Allowed Claim" shall mean (a) an unsecured claim against Atlas which
-------------
is set forth in Atlas' schedules other than an unsecured claim against Atlas
scheduled by Atlas as disputed, contingent or unliquidated; (b) an unsecured
claim against Atlas which has been filed pursuant to 11 U.S.C. (S) 501, and with
respect to which no objection to the allowance thereof has been interposed
within sixty (60) days after the Effective Date, or as to which any objection
has been determined by Final Order; provided however, that interest which would
have accrued on or after September 22, 1998, shall not be a part of any Allowed
Claim. Allowed Claims may include, but are not limited to, claims that arise
from the rejection of executory contracts.
1.9 "Allowed Secured Claim" shall mean an Allowed Claim secured by
---------------------
property of Atlas.
1.10 "American Reclamation and Dismantling Receivable" or "ARD Claim" shall
--------------------------------------------------------------
mean a claimed receivable of Atlas, for reimbursement of $560,000 filed with the
Department of Energy and not approved to date, representing 56% of the amount
expended by Atlas and reimbursable pursuant to Title X of Pub. L. 102-486, Title
X, (S) 1001, Oct. 24, 1992, 106 Stat. 2946, codified at 42 U.S.C. (S) 2296(a).
1.11 "APMI" shall mean Atlas Precious Metals Inc., a Nevada corporation,
----
the Chapter 11 Debtor under Case No. 99-10890 SBB.
1.12 "APMI Plan" shall mean the Plan of Reorganization, as amended
---------
submitted by the Debtor, Atlas Precious Metals Inc.
1.13 "Arisur" shall mean Arisur Inc., a Grand Cayman corporation which is
------
a wholly owned subsidiary of Atlas, and which operates lead, zinc and silver
mines in Bolivia.
<PAGE>
1.14 "Atlas" shall mean Atlas Corporation, a Delaware corporation, the
-----
Chapter 11 Debtor under Case No. 98-23331 DEC.
1.15 "Atlas Plan" shall mean this Plan of Reorganization, as amended,
----------
submitted by the Debtor, Atlas.
1.16 "Bankruptcy Case" shall mean the Atlas Chapter 11 case pending in the
---------------
United States Bankruptcy Court for the District of Colorado.
1.17 "Bankruptcy Code" or "Code" shall mean Title II of the Bankruptcy
--------------- ----
Reform Act of 1978, 11 U.S.C. (S)(S) 101, et seq., as amended.
-- ----
1.18 "Bar Date" shall mean January 15, 1999.
--------
1.19 "CGL Claims" shall mean any and all rights held by Atlas for recovery
----------
from or on account of any comprehensive general liability insurance policies.
1.20 "Chapter 11" shall mean Chapter 11 of the Code.
----------
1.21 "Claim" shall mean a claim against Atlas as defined in 11 U.S.C. (S)
-----
101(5).
1.22 "Confirmation" shall mean the entry by the Court of an order
------------
confirming the Plan in accordance with Chapter 11 of the Code.
1.23 "Contested Claim" shall mean shall mean any Claim which has been
---------------
scheduled by Atlas as disputed, contingent, or unliquidated or any Claim as to
which an objection to the allowance thereof has been or will be filed within
sixty (60) days after the Effective Date regardless of whether the Claim was
scheduled as disputed, contingent or unliquidated by the Debtor. Contested
Claims shall be treated under the provisions of Article X of this Plan until
allowance or disallowance of such claim has been determined by a Final Order.
Contested claims include claims which Atlas believes should be objected to in
whole or in part. Contested claims further include any claims held by
creditors against whom Atlas believes actions may be brought under Sections 544,
547, 548 or 549 of the Bankruptcy Code.
1.24 "Court" shall mean the United States District Court for the District
-----
of Colorado in Bankruptcy.
1.25 "Creditors Committee" shall mean the Official Unsecured Creditors
-------------------
Committee appointed by the United States Trustee.
1.26 "Gerald E. Davis" or "Davis" shall mean the former officer and
---------------------------
director of Atlas, and former officer of AGMI and APMI who was the defendant in
Adversary Case No. 99-1122 MSK
-3-
<PAGE>
captioned Atlas Corporation, Atlas Gold Mining Inc., and Atlas Precious Metals,
Inc. v. Gerald E. Davis.
1.27 "Davis Collateral" shall mean that property described below in which
----------------
a security interest was granted in a portion of the Gold Bar property, under the
Settlement Agreement between the Atlas Parties and Davis dated July 9, 1999
approved by Order of the Bankruptcy Court on August 24, 1999:
Section 27, T22 N-R 49 E. MDM, situated in the Roberts Mountain
Mining District, Eureka County, Nevada,
Patented Millsite Claims Mineral Survey # Patent # Acres
------------------------ ---------------- -------- -----
AM 108 5005 27-89-0038 5.0
AM 109 5005 27-89-0038 5.0
AM 115 5005 27-89-0038 5.0
AM 116 5005 27-89-0038 5.0
AM 117 5005 27-89-0038 5.0
together with all of the equipment, books and records related to the above
described property. The property subject to said security interests shall
include the Mill Building, Mill equipment, and other fixtures in the Mill
Building, including the attached refinery located on the patented Millsite
claims described above.
1.28 "Debtor" and "Debtor-in-Possession" shall mean Atlas.
------ --------------------
1.29 "Disclosure Statement" shall mean the joint disclosure statement
--------------------
describing the Atlas Plan, the AGMI Plan and the APMI Plan, approved by the
Court, and distributed to the various classes as provided in 11 U.S.C. (S) 1125.
1.30 "Effective Date" shall mean the first business day following thirty
--------------
(30) days after the date the order confirming the Atlas Plan becomes a Final
Order.
1.31 "Escrow Fund" shall mean the $5,675,000 (less approximately $189,000)
-----------
held in an escrow account for the benefit of ACSTAR with Colorado State Bank as
the escrow agent.
1.32 "Final Order" shall mean an order or a judgment as to which the time
-----------
to appeal or seek review or rehearing has expired. In the event that an appeal
or petition for rehearing is filed, an order or judgment shall be final unless
an order enters granting a stay pending appeal or petition for rehearing.
1.33 "Future Title X Receivables" shall mean those sums which accrue in
--------------------------
the name of Atlas or the Reclamation Trust, subsequent to the Effective Date of
the Atlas Plan from the Department of Energy under the provisions of 42 U.S.C.
2296a.
-4-
<PAGE>
1.34 "Gold Bar property" shall mean the gold resource, mill facilities and
-----------------
any other real and personal property located on the gold mining property located
in Eureka County, Nevada commonly referred to as Gold Bar, owned by AGMI and
APMI.
1.35 "Grassy Mountain property" shall mean the gold mining project is
------------------------
located in northern Malheur County, Oregon, approximately 22 miles southwest of
Vale, Oregon, owned by APMI, commonly referred to as Grassy Mountain
1.36 "Insider" means any entity defined in 11 U.S.C. (S) 101(31)(B).
-------
1.37 "Interim Reclamation Trustee" shall mean the person or entity
---------------------------
selected by the NRC to serve as trustee of the Reclamation Trust for a period
not to exceed 180 days after the Effective Date in the event that the NRC and
Utah cannot agree on the choice of the Reclamation Trustee.
1.38 "Late Filed Claims" shall mean any claim filed in the Atlas
-----------------
Bankruptcy Case after January 15, 1999.
1.39 "Management Compensation Plan" shall mean the compensation plan
----------------------------
formed in accordance with Article XI of this Plan to compensate current key
management and employees for their efforts in reorganizing Atlas and to
facilitate the orderly transition to future management, as may be required.
1.40 "Mill" shall mean the former uranium processing mill which was
----
dismantled and previously located on the Moab Land.
1.41 "Mill Operations" shall mean the prior operations of the Mill.
---------------
1.42 "Moab Cleanup Obligation" shall mean any obligation of Atlas under
-----------------------
the Moab License or under any federal, state or municipal rules, regulations or
statutes to pay for or perform any remediation or cleanup at the Moab Utah Site
or any other location which is currently or in the past been operated or owned
by Atlas.
1.43 "Moab Land" and "Moab Utah Site" shall mean that certain real
------------------------------
property owned by Atlas and consisting of approximately 430 acres, located in
Grand County, Utah together with all buildings, structures, improvements,
appurtenances, fixtures and easements.
1.44 "Moab License" shall mean Source Material License SUA-917.
------------
1.45 "Moab Uranium Millsite Transfer Agreement" or "MUMTA" shall mean that
---------------------------------------------------
certain Agreement negotiated between Atlas, the Creditors Committee, the NRC,
the State of Utah and ACSTAR approved by Order of the Bankruptcy Court dated
June 22, 1999.
-5-
<PAGE>
1.46 "Modified License Transfer Order" shall mean that Order entered by
-------------------------------
the NRC providing for the transfer of the assets of the Moab Utah Site under the
terms of this Plan and the Moab Uranium Millsite Transfer Agreement.
1.47 "NRC" shall mean the Nuclear Regulatory Commission, an agency of the
---
federal government having jurisdiction over the Moab Utah Site.
1.48 "Other Cleanup Obligations" shall mean any obligation of Atlas, APMI
-------------------------
or AGMI under any federal, state or municipal rules, regulations or statutes to
pay for or perform any remediation or cleanup at any location other than the
Moab Utah Site which is currently or in the past been owned or operated,
including, but not limited to, the Carter Raymond, Gold Bar and Grassy Mountain
properties.
1.49 "Post-petition" shall mean anytime on or subsequent to September 22,
-------------
1998.
1.50 "Pre-petition" shall mean anytime prior to September 22, 1998.
------------
1.51 "Pro Rata" shall mean with respect to any claimant, the percentage
--------
which the Allowed Claim of a creditor bears to the sum of all Allowed Claims in
the same class as such Allowed Claim.
1.52 "Reclamation Trust" shall mean the trust to be formed pursuant to
-----------------
paragraph 4.3 of the Atlas Plan under the guidelines and regulations of the NRC
in compliance with the consent and approval of the NRC.
1.53 "Reclamation Trustee" shall mean the person or entity selected by the
-------------------
NRC with the agreement of the designated representative of Utah, on or before
the Effective Date.
1.54 "Reorganized Atlas" shall mean the reorganized Atlas under the
-----------------
confirmed Atlas Plan.
1.55 "Retiree Medical Plan" shall mean that medical plan issued for the
--------------------
benefit of retirees of Atlas.
1.56 "Shipes Parties" shall mean Harold R. Shipes, Eileen Shipes, Danielle
--------------
N. Shipes, John A. McKinney, Lynette R. McKinney, Raymond S. Birch, Rochelle M.
Birch, Herbert E. Dunham, Ana M. Dunham, Alexandra McKinney, Justin S. Birch,
Ashley McKinney, Tyler Birch, H. Edward Dunham, P. Brian Dunham, Rachel A.
Dunham, Elizabeth M. Dunham, Suramco Holdings, Inc. who have agreed to treatment
as Class 10 and Class 12 creditors under the terms of the Settlement Agreement
dated January, 1999, approved by the Bankruptcy Court, which closed on or about
March 25, 1999.
-6-
<PAGE>
1.57 "Stock Incentive Plan" shall mean that plan which may be established
--------------------
in accordance with Article XI of this Atlas Plan as a future incentive to future
management pursuant to which management may receive stock or earn stock as a
performance bonus.
1.58 "Title X Receivables for Past Claims" shall mean the sum of $552,000
-----------------------------------
which accrued to Atlas prior to the Effective Date of the Plan from the
Department of Energy under the provisions of Pub. L. 102-486, Title X, (S) 1001,
Oct. 24, 1992, 106 Stat. 2946, codified at 42 U.S.C. (S) 2296(a), including pre-
petition and post petition claims, exclusive of the American Reclamation and
Dismantling Receivable.
1.59 "Uranium Tailings Pile" shall mean the tailings pile of approximately
---------------------
10.5 million tons impounded on the Moab Land.
1.60 "Utah" shall mean the State of Utah.
----
1.61 "Water Rights" shall mean Atlas' rights to water located at the Moab
------------
Land, listed as 6.3 cfs from the Colorado River, Grand County, Utah, Water Right
No. 01-40, Application 30032, Certificate No. 6111 and possible water rights in
the following: (a) Water Right Number 01-1121 for 31 acre-feet, a segregation
application from Water Right Number 01-40; (b) Water Right Number 09-199 for
3.33 cfs in the San Juan River; (c) Water Right Number 05-982 for .015 cfs for a
well in the Monticello Mining District; and (d) Water Right Number 99-32 for
.004 cfs from Seep Springs (approx. 4 miles from Fry Canyon).
ARTICLE II
2.1 Claims.
Class 1. Allowed Administrative Expense Claims as defined in 11
-------
U.S.C. (S) 503 of the Code against Atlas. To the extent the Class 4 and/or 5
creditors have or could have asserted administrative expense claims they shall
be treated under Class 4 or 5 respectively of the Atlas Plan. All fees payable
to the U.S. Trustee shall be paid in full as they become due.
Class 2. Unsecured Impaired Claims for Wages against Atlas to the
-------
extent of $4,300 pursuant to 11 U.S.C. (S) 507(a)(3)(A) and (B). Class 2 Wage
Claims shall include claims for unpaid wages, including severance pay or
vacation pay earned but unpaid within ninety (90) days prior to the filing of
the petition.
Class 3. Any allowed unsecured and/or secured priority tax claims of
-------
the Internal Revenue Service, Colorado Department of Revenue and any taxing
authority holding claims under 11 U.S.C. (S)507(a)(8) against Atlas.
Class 4. Impaired claims of NRC and Utah arising from the Mill
-------
Operations and the Cleanup Obligations of Atlas at the Moab Utah Site.
-7-
<PAGE>
Class 5 a. Secured Claims of ACSTAR.
---------
Class 5 b. Unsecured and Administrative Claims of ACSTAR.
---------
Class 6. Allowed Secured Claims against Atlas.
-------
Class 7. Unimpaired Claims of Retirees against Atlas for Medical
-------
Benefits.
Class 8. Unimpaired Claims of Holders of Unexpired Leases and
-------
Executory Contracts against Atlas.
Class 9. Impaired Personal Injury or Tort Claims against Atlas.
-------
Class 10. Impaired Claims of General Unsecured Creditors of Atlas.
--------
Class 11. Impaired Claims held by AGMI.
--------
Class 12. Impaired Claims of Subordinated Debt.
--------
Class 13 Impaired Claims Held by Gerald E. Davis pursuant to the
--------
terms of the Settlement Agreement dated July 9, 1999.
Class 14. Impaired Claims held by the Internal Revenue Service,
--------
Colorado Department of Revenue and any other taxing authority for penalties not
related to actual pecuniary loss.
Class 15. Impaired interests of Atlas common stockholders holding
--------
less than 1,000 shares.
Class 16. Impaired interests of Atlas common stockholders holding at
--------
least 1,000 shares or more.
Class 17. Impaired interests of any holders of Warrants and Stock
--------
Options issued by Atlas Pre-Petition.
Class 18. Late filed claims.
--------
ARTICLE III
TREATMENT OF CLAIMS NOT IMPAIRED UNDER THE PLAN
-----------------------------------------------
-8-
<PAGE>
3.1 Class 1. Allowed Administrative Expenses pursuant to 11 U.S.C.
-------- -----------------------------------------------------
(S)503. Class 1 Allowed Administrative Expenses as defined by 11 U.S.C. (S)503
- ------
shall be paid in cash in full on the Effective Date or shall by paid upon such
other terms as may be agreed upon by Atlas and the respective holder of the
claim for Administrative Expenses. All fees payable to the U.S. Trustee program
shall be paid as they become due. Notwithstanding an assertion by the Class 4
or Class 5 claimants that their claims are entitled to priority under Section
503(b) of the Bankruptcy Code, the Class 4 and 5 claims shall be treated under
Class 4 and 5 respectively of this Plan and not as Class 1 Administrative
Expenses.
3.2 Class 6. Allowed Secured Claims. Class 6 is comprised of the Allowed
------- ----------------------
Secured Claims against Atlas except for the claims of the Class 4 and 5
creditors. The Class 6 claimants and Debtor shall retain all rights, without
modification, under the notes and related security agreements. The Class 6
creditors rights are unimpaired and shall be paid by Reorganized Atlas in full
in accordance with the terms of their respective agreements.
In the event that Atlas contests the extent, validity or priority of any
security interest asserted by a Class 6 creditor through the filing of an
adversary proceeding or seeks to void any security interest under 11 U.S.C.
(S)(S)544, 547, 548 or 549, the claim of that creditor shall be treated in
accordance with the provisions of Article X of the Atlas Plan. In the event that
a Final Order enters in favor of the claimant upholding the validity of the
secured claim, the claim shall be unimpaired to the extent allowed. If a Final
Order enters holding that there is no valid security interest or voiding a
security interest, the claim shall be treated as a Class 10 unsecured claim,
unless otherwise ordered by the Court.
3.3 Class 7. Allowed Claims of Retirees for Medical Benefits. Class 7 is
------- -----------------------------------------------
comprised of the allowed claims of Retirees for Medical Benefits as that term is
defined in 11 U.S.C. (S)1114. Atlas or Reorganized Atlas shall fulfill its
obligations under the Retiree Medical Plan in compliance with the provisions of
11 U.S.C. (S)1114. The Class 7 claims are unimpaired.
3.4 Class 8. Executory Contracts and Unexpired Leases. Class 8 is
------- -----------------------------------------
comprised of the claims held by parties to unexpired leases or executory
contracts. Atlas, prior to the hearing on confirmation, shall file motions to
assume or reject its unexpired leases and executory contracts subject to the
provisions of 11 U.S.C. (S)365 and notice under Fed. R. Bankr. P. 2002 and 6006.
If Atlas moves to assume the unexpired leases and executory contracts, the
claims shall be treated in accordance with the order of the Court granting the
assumption. Any unexpired leases or executory contracts for which a Motion to
Assume has not been filed by Atlas prior to the hearing on confirmation shall be
deemed rejected. Under the terms of the lease agreements, in the event that a
lease is rejected, the equipment or property will be returned to the lessor,
unless Atlas and the lessor otherwise agree. Any Class 8 claimant asserting a
claim for damages arising from rejection of a lease shall file a proof of claim
with the Bankruptcy Court by the later of the Effective Date or thirty days
after entry of the Order granting the Motion to Reject or the claim shall be
forever barred. The claims held by holders of rejected leases or executory
contracts shall be treated as a Class 10 unsecured claim subject to the
limitations of Section 502 of the Code.
-9-
<PAGE>
ARTICLE IV
TREATMENT OF CLAIMS IMPAIRED UNDER THE PLAN
-------------------------------------------
4.1 Class 2. Unsecured Impaired Claims for Wages to the extent of $4,300
------- -----------------------------------------------------------
pursuant to 11 U.S.C. (S) 507(a)(3)(A) and (B). Class 2 Wage Claims shall
- ----------------------------------------------
include claims for unpaid wages, including severance pay or vacation pay earned
but unpaid within ninety (90) days prior to the filing of the petition.
Claimants with allowed wage claims shall receive 100% of the wage portion of
their claims without interest up to a maximum of $4,300.00 per claimant on the
Effective Date. Any allowed wage claims in excess of $4,300 or which were
incurred prior to ninety days before the filing of the petition shall be treated
as a Class 10 unsecured claim.
4.2 Class 3. Allowed Unsecured Tax Claims pursuant to 11 U.S.C. (S)
------- ------------------------------------------------------
507(a)(8). Class 3 is comprised of Allowed Unsecured Tax Claims under U.S.C.
- ---------
(S)507(a)(8) excluding claims for penalties not related to actual pecuniary
loss. The Class 3 claimants shall receive 100% of their secured and unsecured
priority claims in quarterly installments with interest at 8% per annum. The
Class 3 claims shall be paid in full within six years from the date of
assessment. Claims for penalties not related to actual pecuniary loss shall be
treated under Class 14. Payments to the Class 3 claimants shall commence within
fifteen days after the close of the first calendar quarter ending after the
Effective Date of the Atlas Plan. The Class 3 claimants shall retain their
prepetition liens, if any, on property of the Reorganized Atlas pending payment
in full of the Class 3 claims.
4.3 Class 4. Allowed Claims of the Nuclear Regulatory Commission and the
------- -----------------------------------------------------------
State of Utah for Reclamation of the Moab Utah Site. Class 4 is comprised of
- ---------------------------------------------------
any and all claims of any kind or nature, whether filed, unfiled or to be
accrued, known or unknown based upon any and all federal, state, municipal or
other governmental units rules, regulations or statutes whether now in existence
or enacted in the future of the NRC and Utah, or any other agency or entity,
whether public or private, with the same or similar claims for the construction,
maintenance, holding, transfer and/or final disposal and containment of the
Uranium Tailings Pile at the Moab Utah Millsite owned by Atlas on the Moab Land,
or in any way related to the Mill, the Mill Operations or the Moab Cleanup
Obligations, subject to a reduced amount under MUMTA. Atlas' Moab Cleanup
Obligations are secured by the ACSTAR Moab Bond in the amount of $6,500,000.
A Reclamation Trust shall be established by the NRC, on or before
confirmation of the Atlas Plan under the regulations of the NRC, with the
concurrence of Atlas and a designated representative of Utah. The Reclamation
Trustee shall be selected by the NRC with the agreement of the designated
representative of Utah. If NRC and Utah cannot reach agreement on the terms of
the Trust or on the choice of the Trustee:
(A) The Trust shall nonetheless be established, and the trust instrument
establishing the Trust shall reflect all of those matters on which NRC
and Utah can reach agreement; and
-10-
<PAGE>
(B) An Interim Trustee, selected by NRC, shall be appointed for a period
not to exceed 180 days after the Effective Date; and
(C) NRC and Utah shall continue to negotiate on those areas on which they
cannot reach agreement; and
(D) Once NRC and Utah reach agreement on matters on which they cannot
presently agree, the trust instrument establishing the Trust shall be
amended to reflect those subsequent agreements; and
(E) Atlas shall transfer the monies and assets to the Trust on or before
the Effective Date as are called for under this Plan and the Moab
Uranium Millsite Transfer Agreement, notwithstanding the possibility
that the trust instrument establishing the Trust may be amended after
the date of the Moab Uranium Millsite Transfer Agreement, after the
date of the disclosure statement, or after the Effective Date; and
The assets transferred to the Trust under the terms of the Plan shall be
held in compliance with the regulations and requirements of NRC as stipulated in
a Modified License Transfer Order and shall be distributed or utilized in
accordance with the regulations, Modified License Transfer Order requirements,
and requirements of the NRC as stipulated in a Modified License Transfer Order
and relevant Trust documents according to the authority of the Reclamation
Trustee.
On the Effective Date of the Atlas Plan, Atlas and ACSTAR as indicated
shall transfer to the Reclamation Trust the following assets (hereinafter the
"Reclamation Trust Assets") in full satisfaction of any and all claims of any
kind and nature, under Class 4:
1. Title X Receivables for past claims; less the $552,000 which was
received by Atlas from the Department of Energy in 1999;
2. 50% of any net recovery from collection of the disputed Title X claim
for mill dismantling performed by American Reclamation and Dismantling Inc.
(ARD Claim);
3. Any and all rights of Atlas to Future Title X Receivables;
4. Atlas' Water Rights located at the Moab Land, listed as 6.3 cfs from
the Colorado River, Grand County; Utah, Water Right No. 01-40, Application
30032, Certificate No. 60111;
5. Atlas' Possible Water Rights in the following: (A.) Water Right
Number 01-1121 for 31 acre-feet, a segregation application from Water Right
Number 01-40; (B.) Water Right Number 09-199 for 3.33 cfs in the San Juan
River; (C.) Water Right Number 05-982
-11-
<PAGE>
for .015 cfs for a well in the Monticello Mining District; (D.) Water Right
Number 99-32 for .004 cfs from Seep Springs (approx. 4 miles from Fry
Canyon).
6. Atlas' interest in the Moab Land together with all buildings,
structures, improvements, appurtenances fixtures and easements;
7. ACSTAR shall transfer the sum of $5,250,000 to the Reclamation Trust
in full and complete satisfaction of the obligations under the ACSTAR Moab
Bond and upon receipt of said payment, NRC shall provide to ACSTAR a full,
final and complete discharge of all of ACSTAR's obligations at the Moab
Utah Site and ACSTAR's surety bond issued in connection therewith; the form
of said release to be mutually acceptable to NRC and ACSTAR;
8. Shares representing two and one half percent (2.5%) of the common
stock of the Reorganized Atlas shall be issued to the Reclamation Trust.
Except for item 7, all assets shall be transferred in kind, by way of quit
claim deed or similar document, without representations, warranties or
indemnification rights of any kind.
The Class 4 claims shall be satisfied in full by the transfer of the
Reclamation Trust Assets. NRC and the State of Utah shall waive and release any
and all claims against Atlas, the Reorganized Atlas, ACSTAR and their respective
officers, directors, employees, agents and representatives which shall be
represented by a separate release signed by the NRC and Utah. Upon transfer of
the Reclamation Trust Assets to the Reclamation Trust, the Reclamation Trust
shall assume the obligations of Atlas for the Moab Utah Site and the Moab
License, in accordance with the terms of an Order Modifying and Transferring
Licence to be issued by the NRC, on or before the confirmation of the Atlas
Plan. The Moab License issued to Atlas by the NRC relative to the Mill and Mill
Operations shall either be terminated or transferred to the Reclamation Trust,
in accordance with the terms of the Order Modifying and Transferring Licence.
Atlas' obligations shall be limited to executing any and all documents necessary
to effectuate the terms of the Atlas Plan.
4.4 Class 5a. The Class 5a claims are comprised of the Allowed Secured
--------
Claims of ACSTAR which were secured by certain letters of credit in the
aggregate amount of $5,425,000 plus the Escrow Fund. The ACSTAR Allowed Secured
Claims are based upon the ACSTAR Bonds and ACSTAR Moab Bond in the aggregate
amount of $8,290,000 to secure Moab Cleanup Obligations and Other Cleanup
Obligations. ACSTAR's secured claims against Atlas, AGMI and APMI are cross
collateralized. ACSTAR has drawn on the letter of credit and entitled to use the
proceeds therefrom in order to pay the Class 4 creditors and to reimburse itself
for the actual amount incurred under the ACSTAR Bonds for Other Cleanup
Obligations and its unpaid fees and expenses. Furthermore, any amount remaining
from the Escrow Fund may be used by ACSTAR for the same purposes. To the extent
any funds remain from the Escrow Fund after satisfaction of the Other Cleanup
Obligations secured by the ACSTAR Bonds and any unpaid fees and expenses ACSTAR
has incurred on said Bonds, such funds shall be remitted to the Reorganized
Atlas. ACSTAR shall
-12-
<PAGE>
retain its rights under the escrow agreement. The foregoing treatment shall
constitute satisfaction in full of the Class 5a Allowed Secured Claim.
Class 5b. The Class 5(b) claim is comprised of the unsecured deficiency
--------
claim which ACSTAR has for the Other Cleanup Obligations which it has to pay,
and unpaid fees and expenses in excess of its Class 5(a) Allowed Secured Claim,
which claim shall not exceed $500,000. Any claim by ACSTAR that its claims are
entitled to treatment as a Class 1 Administrative Expense, under any theory, and
any potential claim against ARISUR, shall be waived and released. For purposes
of voting and feasibility the Class 5(b) claim shall be estimated at $500,000.
ACSTAR's unsecured claims against Atlas, AGMI and APMI shall collectively not
exceed $500,000. The claims shall be allocated among the estates based upon
actual damage, with the claim applied first to AGMI, then to APMI and then to
Atlas. The actual amount of the Class 5(b) monetary claim allowed against Atlas
shall be paid as a Class 10 Allowed Unsecured Claim. On the later of Effective
Date of the Atlas Plan or at such time as the Class 5(b) creditors claim is
actually determined, it shall receive in full satisfaction of its claim a
monetary claims equal to the actual amount expended for Other Cleanup
Obligations, plus fees and expenses, not to exceed $500,000, which shall be
treated as a Class 10 unsecured claim and shares representing two and one-half
percent (2.5%) of the outstanding common stock of the Reorganized Atlas;
provided that such stock shall be held by a mutually acceptable escrow agent
pending determination of ACSTAR's responsibility for the Other Cleanup
Obligations. If Bonds #5659, #5660 and #5661 for the Gold Bar property are
terminated without being called and/or there is no unsecured deficiency, the
Allowed Class 5(b) claim shall be $0 and the shares which are being held in
escrow shall be assigned for distribution pursuant to the Management
Compensation Plan established under Section 11.3.
4.5 Class 9. Allowed Personal Injury or Tort Claims. Class 9 is comprised
------- --------------------------------------
of personal injury and tort claims, including any wrongful death claims or
claims resulting from Atlas' operations or based upon the production of or
exposure to asbestos, uranium or any other materials. All timely filed Class 9
claims are being defended by insurance defense counsel. The Allowed Class 9
Claims shall receive the proceeds from insurance coverage, if any, applicable to
the particular claim. Each Allowed Class 9 Claim shall be deemed to have elected
to pursue the insurance coverage, if any, attributable to its Claim, unless they
affirmatively elect otherwise. In the alternative any Allowed Class 9 Claim may
elect at the time of tendering its ballot to be treated as a Class 10 General
Unsecured Claim. Upon receipt of such election, the Debtor will file a claims
estimation proceeding, should such a proceeding be necessary. Barring such
election, each such claim shall be estimated at zero for voting purpose and
shall receive nothing from the Reorganized Atlas. Any late filed claims shall be
barred and shall receive only the proceeds of any applicable insurance coverage.
4.6 Class 10. Allowed Unsecured Claims. Class 10 is comprised of the
-------- ------------------------
Allowed Unsecured Claims against Atlas, including any claims of the Atlas
Corporation 1978 Retirement Plan (the "Pension Plan"), or its successors and
assigns including the Pension Benefit Guaranty Corporation, for any liability
for funding under the Pension Plan. The Allowed Class 10 creditors shall receive
the following:
-13-
<PAGE>
(A) All cash held by Atlas sixty days after the Effective Date, net
of the following amounts: (a) up to $800,000 which shall be
retained as working capital; (b) an amount necessary to satisfy
all Class 1 administrative expenses and/or operating expenses
accrued and unpaid as of the Effective Date; and (c) an amount
necessary to satisfy all Class 2 claims. The net cash shall be
distributed on a Pro Rata basis between the Class 10, and 11
creditors, who shall be treated as one class for such purposes.
In the event that the Atlas Plan is confirmed by cramdown,
resulting in a voiding in all of the interests of Class 15 and
Class 16 and a resulting percentage increase in the shares issued
to Class 10, the cash withheld from distribution shall be
increased from $800,000 to $1,000,000;
(B) Seventy-Five percent of any and all net proceeds received by the
Reorganized Atlas, directly or indirectly from APMI and/or AGMI,
from the sale or disposition of the Gold Bar and/or Grassy
Mountain properties;
(C) Ten percent of the first $1,500,000 recovered by Atlas on account
of its CGL claims and fifty percent of all recoveries in excess
of $1,500,000, net of costs of recovery.
(D) Shares representing sixty-seven and one-half percent (67.5%) of
the common stock to be issued by the Reorganized Atlas. The stock
shall be distributed on a Pro Rata basis between the allowed
Class 10, 11 and 12 creditors for purposes of this distribution
to the Class 10, 11 and 12 Creditors who shall be treated as one
class for such purposes.
4.7 Class 11. Claims Held by AGMI. Class 11 is comprised of the
-------- -------------------
claims held by AGMI for an inter-company payable for cash advanced to Atlas. The
allowed claim of AGMI shall first be offset against AGMI's obligations to APMI
which will reduce the accounts receivable owed by APMI to Atlas. To the extent
there is any amount still owed by Atlas to AGMI, the net Allowed Class 11 Claim
shall be treated on a Pro Rata basis with the Class 10 creditors.
4.8 Class 12. Subordinated Debt Claims of the Shipes Parties. Class
-------- ----------------------------------------------
12 is comprised of the subordinated debt claims in the amount of $2,250,000
against Atlas and an Allowed Unsecured Claim of $580,000 held by the Shipes
Parties. The $580,000 claim shall be treated and paid as a Class 10 Claim. The
remaining Class 12 Claim shall not share in any cash distribution until the
Class 10 and 11 Allowed Unsecured Claims have been paid in full. The
subordinated Class 12 Debt Claim, however, shall share in the distribution of
the stock of the Reorganized Atlas as set forth in paragraph 4.6(D) on a Pro
Rata basis with the Class 10 and 11 Creditors.
-14-
<PAGE>
4.9 Class 13. Claim of Gerald E. Davis. Class 13 is comprised of the
-------- ------------------------
claims of Gerald E. Davis which arise under the terms of the Settlement
Agreement dated July 9, 1999 between the parties resolving the disputes and
claims between Gerald E. Davis and Atlas raised in the Chapter 11 proceeding and
in Adversary Case No. 99-1122 MSK captioned Atlas Corporation, Atlas Gold
Mining Inc., and Atlas Precious Metals, Inc. v. Gerald E. Davis. The Class 13
claim against Atlas shall be treated as follows:
(A) Atlas shall pay Davis the sum of $5,000 upon the Effective Date.
(B) Davis shall be paid the sum of $60,000 upon the sale of the Davis
Collateral at Gold Bar as a Class 43 claim under the AGMI Plan,
from the proceeds of any sale (if and when that sale occurs )
after satisfaction of the tax claims of Eureka County and any
administrative expenses. Davis shall be granted a security
interest by Atlas AGMI and APMI in the Davis Collateral at Gold
Bar described herein to the extent of $60,000. The security
interest granted to Davis shall be subordinate to the tax claims
of Eureka County and any administrative expenses.
(C) Davis shall be allowed an unsecured claim against Atlas which
shall be treated and paid as a Class 10 claim in the amount of
$120,246.
4.10 Class 14. Claims Held by the Internal Revenue Service, Colorado
-------- -----------------------------------------------------
Department of Revenue and Any Other Taxing Authority for Penalties Not Related
- ------------------------------------------------------------------------------
to Actual Pecuniary Loss. The Class 13 Claims are comprised of any penalty
- ------------------------
claims held by the Internal Revenue Service, the Colorado Department of Revenue
or any other taxing authority which are not related to actual pecuniary loss.
The allowed Class 13 claims shall be treated and paid as Class 10 general
unsecured claims except the Class 13 claims shall not share in any distribution
of stock of the Reorganized Atlas.
4.11 Class 15. Common Stockholders Holding Less than 1,000 Shares. Class
-------- --------------------------------------------------
15 is comprised of the interests of common stockholders holding less than 1,000
shares of Atlas stock on the Effective Date. The interests of all Class 15
interest holders shall be voided unless the shareholder pays the cost of
maintaining the shares of $15 per year per shareholder. If the annual payment is
made the interest holder shall be treated in accordance with Class 16. Any
Class 15 shareholding electing to maintain shares through payment of the $15 per
year shall serve notice upon the Debtor by the deadline set by the Court for
submitting ballots on the Plan. In the event that the Atlas Plan is confirmed by
cramdown, without the acceptance of each class of creditors, the interests of
the Class 15 interest holders shall be voided and the Class 15 interest holders
shall not have the option of retaining their shares by paying the maintenance
fee.
By the Effective Date, Atlas shall serve notice upon those Class 15
Interest Holders who submitted written elections to pay the maintenance fees to
be treated on a pro rata basis with the Class 16 Interest Holders advising them
that the Plan has been confirmed by cramdown or with
-15-
<PAGE>
acceptance of each class. The notice to the Class 15 interest holders shall
advise them that their shares shall be voided if Atlas does not receive payment
of the stock maintenance fee within thirty days after the date of the notice and
on an annual basis thereafter.
4.12 Class 16. Common Stockholders Holding 1,000 Shares or More. Class 16
-------- ------------------------------------------------
is comprised of the common stockholders holding 1,000 shares or more of the
common stock of Atlas on the Effective Date. The Class 16 interest holders shall
retain their shares of common stock which shall be diluted such that the shares
which they collectively own shall constitute fifteen percent (15%) of the
outstanding stock of the Reorganized Atlas on the Effective Date. In the event
that the Plan is confirmed by cramdown, the interests of the Class 16
Stockholders shall be voided, and the stock interest shall be held by the
Reorganized Atlas as authorized but unissued shares.
4.13 Class 17. Warrants and Stock Options. Class 17 is comprised of any and
-------- --------------------------
all outstanding warrants of Atlas Corporation and any and all outstanding stock
options. All such warrants and stock options shall be voided as of the Effective
Date.
4.14 Class 18. Late Filed Claims. Class 18 is comprised of all late filed
-------- -----------------
claims against Atlas. The Class 18 claims shall be disallowed and shall receive
no distribution under the Atlas Plan.
ARTICLE V
DEFAULT AND PLAN MODIFICATION
-----------------------------
5.1 In the event of any default by the Reorganized Atlas of any payment to
any class of claimants arising under the terms of the Atlas Plan, the
Reorganized Atlas shall have thirty (30) days within which to cure any default
in payments due under this Plan after the date of issuance of written notice
from any claim holder. Written notice shall be provided to the Reorganized Atlas
and to Debtor's counsel. The notice to Debtor's counsel shall be served upon
Sender & Wasserman, P.C., 1999 Broadway, Suite 2305, Denver, Colorado 80202,
unless written notice of substitution of legal counsel is served upon the claim
holder at least fifteen (15) days prior to the date notice is sent.
5.2 In the event that the Reorganized Atlas fails to cure any default in
the requirements to make payment under the Plan, within forty-five days from the
date that written notice is sent in compliance with paragraph 5.1, the
Reorganized Atlas shall be in default under the terms of the Plan.
5.3 At any time after Confirmation of the Plan but before substantial
consummation of the Plan, the Plan may be modified upon the request of the
Reorganized Atlas, after notice and a hearing, only to the extent allowed by 11
U.S.C. (S) 1127.
-16-
<PAGE>
ARTICLE VI
MEANS FOR THE IMPLEMENTATION AND EXECUTION OF THE PLAN
------------------------------------------------------
6.1 On or about the Effective Date, all assets of Atlas shall be
transferred to the Reorganized Atlas free and clear of all liens, claims, and
interests of creditors, equity holders, and other parties in interest, except as
otherwise provided herein with respect to the assets to be transferred to the
Reclamation Trust in payment of the Class 4 Claims. Specifically, the assets
shall be transferred subject to the liens held by the Class 5, 6 and 13 secured
creditors and any Class 2 creditor with perfected liens. The Reorganized Atlas
shall not, except as otherwise provided in this Plan, be liable to repay any
debts which accrued prior to the Confirmation Date. Except as provided in this
Atlas Plan, on the Confirmation Date Atlas shall be granted a discharge under 11
U.S.C. (S) 1141.
6.2 On the Effective Date, Atlas shall begin implementing its Plan of
Reorganization pursuant to the terms for each class of claimants set forth above
under Articles III and IV above. All payments under the Atlas Plan shall come
from the cash held by the Reorganized Atlas sixty days after the Effective Date
less amounts withheld pursuant to paragraph 4.6, from the sale of Cornerstone,
the Old Title X Receivables, of $552,000 paid prior to the Effective Date, and
from amounts collected post confirmation including 75% of the amounts received
directly or indirectly from AGMI and APMI from the sale of the Gold Bar and
Grassy Mountain properties and 10 percent of the CGL recoveries up to net
recoveries (after costs of collection) of $1,500,000 and fifty percent of the
net recoveries thereafter. On the due date for payments set forth in Articles
III and IV above, the Reorganized Atlas shall distribute the required Pro Rata
amount to each claimant holding an Allowed Secured or Unsecured Claim and escrow
the same Pro Rata amount to creditors holding disputed claims as provided in
Article X herein.
6.3 By the Effective Date, Atlas shall serve notice upon the known Class
16 Interest Holders and those Class 15 Interest Holders electing to pay the
annual costs of maintaining the shares advising them that the Plan of
Reorganization has been confirmed and whether the Plan was confirmed by cramdown
or with the acceptance of each class. The notice to Class 15 Interest Holders
shall advise them that their shares shall be voided if Atlas does not receive
payment of the stock maintenance fee within thirty days after the date of the
notice and on an annual basis thereafter.
6.4 Distributions of the cash required under paragraph 4.6(A) of the Plan
shall be mailed by the 60th day after the Effective Date. Distributions of the
funds required under paragraphs 4.6(B) and 4.6(C) shall be mailed within fifteen
days after the close of the quarter in which the funds were received.
6.5 The Reorganized Atlas may pursue any claims or recovery actions held
by Atlas, including but not limited to recovery under 11 U.S.C. (S)(S)544, 547,
548 and 549. The Reorganized Atlas may abandon any claim Atlas has against any
third party if it determines that the claim is burdensome or of inconsequential
value and benefit. The Reorganized Atlas is authorized to employ counsel to
represent Atlas in the litigation or any cause of action or claims held by
Atlas.
-17-
<PAGE>
6.6 All funds held by the Reorganized Atlas for distribution under the
Atlas Plan shall be held in accounts which meet the insurance and guaranty
requirements 11 U.S.C. (S)345(b).
6.7 Following the Effective Date, the Reorganized Atlas may compromise
objections to Claims or causes of action referred to in this Atlas Plan without
notice and hearing for claims or causes of action asserted in the original
amount of $25,000 or less. Settlements or compromises of any claims or causes of
action asserted in the amount of $25,000 or more shall be subject to notice and
an opportunity for hearing under the provisions after notice in compliance with
the Local Rules of Bankruptcy Procedure.
6.8 After the Effective Date, the Reorganized Atlas exercising its
business judgment may sell, operate or abandon any of its assets.
6.9 Atlas shall receive a discharge to the extent permitted by 11 U.S.C.
(S) 1141 and Atlas shall be entitled to seek injunctive relief from the Court,
if necessary, to enforce any and all provisions of the Plan.
6.10 If the Atlas Plan is confirmed with the acceptance of the classes, the
Class 16 Interest Holders and the Class 15 Interest Holders who have paid the
annual maintenance fee will retain their interests and new stock shall be issued
by the Reorganized Atlas to the Class 4, 5, 10, 11, and 12 creditors and
pursuant to the Management Compensation Plan within 90 days after the Effective
Date. In determining the Pro Rata share to be distributed to Contested Claims
under Article X, the shares shall be reserved as if the Contested Claims were
allowed in full and held by the Reorganized Atlas pending resolution of the
dispute. If Atlas' objections to the claims are sustained by Final Order, the
shares shall not be issued.
ARTICLE VII
CRAM DOWN
---------
7.1 If all of the applicable requirements for confirmation of the Atlas
Plan are met as set forth in 11 U.S.C. (S) 1129(a)(1)-(11) except Subparagraph
(8), Atlas (subject to the acceptance of the Atlas Plan by at least one class
which is impaired) hereby requests the Court confirm the Atlas Plan pursuant to
11 U.S.C. (S) 1129(b), notwithstanding the requirements of Subparagraph (8), as
the Atlas Plan is fair and equitable and does not discriminate unfairly with
respect to any dissenting, impaired class.
-18-
<PAGE>
ARTICLE VIII
GENERAL PROVISIONS
------------------
8.1 The Reorganized Atlas shall be vested with ownership to all property
of Atlas upon the Effective Date except for those assets to be transferred to
the Reclamation Trust.
8.2 The payment of Allowed Claims, Allowed Administrative Claims and
Allowed Secured Claims shall be in exchange for all claims against Atlas and the
Reorganized Atlas and shall constitute full settlement, release, discharge, and
satisfaction of all such claims against Atlas and the Reorganized Atlas.
8.3 Nothing herein contained shall prevent Atlas from taking any action as
may be necessary to the enforcement of any cause of action which may exist on
behalf of Atlas and which may not have been enforced or prosecuted by Atlas
prior to the Effective Date.
8.4 Atlas reserves the right to modify the Plan prior to the Confirmation,
and thereafter to modify the Plan in accordance with 11 U.S.C. (S) 1127(b) and
(P) 5.2 hereunder.
8.5 Atlas reserves the right to reopen the Chapter 11 case after
Confirmation and dismissal for the purposes set forth in Article XII.
8.6 To the extent that the provisions of the Disclosure Statement are
inconsistent with the provisions of this Plan, the provisions of this Plan shall
control.
8.7 Atlas' obligation to pay the quarterly fees owing to the Office of the
United States Trustee pursuant to 28 U.S.C. (S)1930(a)(6) is a continuing
obligation which does not terminate until the Bankruptcy Case is closed.
ARTICLE IX
PROVISION FOR ASSUMPTION OR REJECTION OF EXECUTORY CONTRACTS
------------------------------------------------------------
9.1 All unexpired leases and executory contracts between Atlas and any
other party which have not prior to the Effective Date of the Atlas Plan been
affirmatively assumed by Atlas by the filing of an appropriate motion are hereby
rejected.
-19-
<PAGE>
ARTICLE X
PROVISION AS TO CONTESTED CLAIMS
--------------------------------
10.1 Atlas or the Reorganized Atlas may, at any time within ninety (90)
days after the Effective Date file an objection to any claim which in its
opinion should be objected to as improper, in whole or in part, regardless of
whether the claim was scheduled as disputed, contingent or unliquidated. Atlas
may further designate claims held by creditors against whom they believe actions
may be brought under Sections 544, 547, 548 or 549 of the Bankruptcy Code as
Contested Claims by sending notice in writing to the Claimant within sixty (60)
days after the Effective Date.
Upon the filing of such objection or service of said written notice, such
claim shall be considered a Contested Claim, and any cash or other instruments
or property otherwise distributable to such creditor under this Atlas Plan shall
be held by Atlas in escrow until final disposition of the objection to the claim
either by settlement or entry of a Final Order. If the claim is only contested
in part, payment shall be made to the claimant on the uncontested portion under
the provisions of Article IV and the balance shall be treated as a Contested
Claim under the provisions of Article X. If the objection is overruled or
denied, in whole or in part, or the claim is allowed by stipulation of Atlas and
the claimant, such claimant shall receive the amount of cash or property
provided in this Atlas Plan to the extent of the amount of the claim finally
allowed, including back installments.
10.2 From and after the Effective Date, the Reorganized Atlas shall reserve
and hold for the benefit of each holder of a Contested Claim cash in an amount
equal to the Pro Rata payments which would have been made to the holder of such
contested claim if it were an Allowed Claim in an amount equal to the lesser of:
(i) the amount of the Contested Claim or (ii) the amount in which the Contested
Claim shall be estimated by the Bankruptcy Court pursuant to (S) 502 of the
Bankruptcy Code for purposes of allowance, which amount shall constitute and
represent the maximum amount in which such claim may ultimately become an
Allowed Claim. No payments or distributions shall be made with respect to all or
any portion of any Contested Claim pending the entire resolution thereof by
Final Order.
ARTICLE XI
AMENDMENT OF ARTICLES OF INCORPORATION AND BYLAWS OF DEBTOR
-----------------------------------------------------------
AND STOCK INCENTIVE PLAN
------------------------
11.1 As may be required, the Articles and Bylaws of Atlas shall be amended
on or before the Effective Date to the extent necessary to effectuate the
provisions of the Atlas Plan, including but not limited to, reincorporating the
Reorganized Atlas under the laws of the State of Colorado, reverse splitting the
common stock such that for every thirty shares of outstanding common stock shall
be converted to one share of common stock in the Reorganized Atlas, maintaining
its authorized common stock at 100,000,000 shares and issuing new common stock
in compliance with the provisions of this Atlas Plan. In consummating the
reverse split of the common stock the
-20-
<PAGE>
following rules shall apply: (a) no fractional shares shall be issued; (b) no
compensation shall be paid for fractional shares; and (c) to the extent an
interest holder owns less than 30 shares on the Effective Date, they shall
receive, subject to compliance with Section 4.10 and the treatment of Class 15,
one share of the Reorganized Atlas. All percentages of stock referred to in this
Atlas Plan shall refer to the percentage of issued and outstanding shares as of
the Effective Date. In addition, the certificate of incorporation shall be
amended to include a provision prohibiting the issuance of non-voting equity
securities.
11.2 A Stock Incentive Plan shall be established pursuant to which the
employees, management or officers of Reorganized Atlas may acquire stock based
upon criteria established in the Stock Incentive Plan, to be approved by the
Board of Directors of the Reorganized Atlas. Any stock used for the Stock
Incentive Plan shall be derived from the unissued shares of the Reorganized
Atlas and not from any shares to be issued to any other party in interest.
11.3 A Management Compensation Plan shall be implemented on the Effective
Date to compensate current management and key employees for reorganizing Atlas
and to ensure stability and an orderly transition of management as may be
required. The Reorganized Atlas shall issue shares of stock in the Reorganized
Atlas or options to purchase shares of stock in the Reorganized Atlas up to a
total of 12.5% of the total shares in the Reorganized Atlas (plus any additional
shares transferred from the Class 5(b) creditor) on the tenth business day of
the year 2000 as follows:
Gregg Shafter 2.5%
Richard E. Blubaugh 2.5% plus 1/2 of any shares from the Class 5(b)
claim
James Jensen 2.5% plus 1/4 of any shares from the Class 5(b)
claim
Mario Caron 1.25%
Greg French 1.25% plus 1/4 of any shares from the Class 5(b)
claim
Dale Edwards 1.00%
Janet Wilson 0.5%
Don Canepa 1.00%
The individual recipients listed above shall elect to receive the stock or
options by serving written notice upon the Debtor by the Effective Date of the
Plan. The option to purchase shall be exercisable over a period of five years at
an exercise price equal to $.01 over the market price on the date of issue.
In addition, Richard E. Blubaugh shall receive a two year consulting
contract with a retainer of $30,000 per year payable in six equal monthly
installments due on the 15th day of the month after termination of his regular
employment. The payments to Richard Blubaugh under the consulting contract for
the second year shall be made only if he fulfills his consulting contract for
the first year. Mr. Blubaugh shall perform services such that the number of
hours of services performed, billed at fees customarily charged by consultants
with his experience, shall equal at least the value of the retainer paid.
-21-
<PAGE>
11.4 Board of Directors and Annual Shareholders Meeting.
The current Board of Directors shall serve until the next annual or special
meeting of shareholders, called in accordance with the Bylaws, provided that the
Official Creditors Committee shall on the Effective Date appoint new members to
the Board of Directors representing a minimum of two (2) new members up to a
maximum number of new members representing 50% of the Board. The Bylaws shall be
amended to provide that the Board of Directors shall consist of a minimum of 4
and a maximum of 8 members. At the annual or special meeting, the shareholders
shall elect a new Board of Directors.
ARTICLE XII
RETENTION OF JURISDICTION
-------------------------
The Court shall retain jurisdiction over this Chapter 11 case and related
core and non-core proceedings, for the following purposes:
12.1 To hear and determine any and all objections to the allowance of
claims or interests.
12.2 To determine any and all applications for allowances of compensation
and reimbursement of expenses and any other fees and expenses authorized to be
paid or reimbursed under the Code or the Plan.
12.3 To hear and determine any and all pending applications for the
rejection or assumption, or for the assumption and assignment, as the case may
be, of executory contracts or unexpired leases to which Atlas is party, and to
hear and determine any and all claims arising therefrom.
12.4 To hear and determine any and all applications, adversary proceedings,
and contested or litigated matters that may be pending on the Effective Date or
that Atlas may bring subsequent to the Effective Date or to which Atlas may be
made a party.
12.5 To consider any modifications of the Atlas Plan, to remedy any defect
or omission or reconcile any inconsistency in the Atlas Plan or in the orders of
the Bankruptcy Court, including the Order of Confirmation.
12.6 To hear and determine any request under Fed. R. Bankr. P. 2004 to
allow Atlas to complete any pending investigation as to potential assets or
liabilities.
12.7 To hear and determine all controversies, suits, and disputes that may
arise in connection with the interpretation, enforcement, or consummation of the
Atlas Plan, including any disputes between the plan proponents.
-22-
<PAGE>
12.8 To consider and act on the compromise and settlement of any claim or
cause of action by or against Atlas.
12.9 To issue orders in aid of execution of the Atlas Plan as contemplated
by (S) 1142 of the Code.
12.10 To determine such other matters as may be set forth in the Order of
Confirmation or which may arise in connection with the Plan or the Order of
Confirmation.
Dated this _____ day of September, 1999.
Respectfully submitted,
DEBTORS:
ATLAS CORPORATION
By:___________________________
Gregg Shafter, President
SENDER & WASSERMAN, P.C.
By:___________________________
Harvey Sender, #7546
John B. Wasserman, #10011
Bonnie A. Bell, #14923
Daniel J. Garfield, #26054
1999 Broadway, Suite 2305
Denver, Colorado 80202
(303) 296-1999 Telephone
(303) 296-7600 Facsimile
E-mail: [email protected]
ATTORNEYS FOR DEBTOR
-23-
<PAGE>
EXHIBIT 2.2
UNITED STATES BANKRUPTCY COURT
FOR THE DISTRICT OF COLORADO
IN RE: )
)
ATLAS CORPORATION, ) Case No. 98-23331 DEC
a Delaware corporation ) Chapter 11
EIN #: 15-5503312 )
)
ATLAS GOLD MINING INC., a Nevada Corp. ) Case No. 99-10889 DEC
EIN #:84-1023843 ) Chapter 11
)
ATLAS PRECIOUS METALS INC., a Nevada ) Case No. 99-10890 SBB
Corp., EIN #: 87-0400332 ) Chapter 11
)
Debtors. ) (Jointly Administered Under
) Case No. 98-23331 DEC)
- --------------------------------------------------------------------------------
SECOND AMENDED PLAN OF REORGANIZATION
OF ATLAS PRECIOUS METALS INC.
- --------------------------------------------------------------------------------
Atlas Precious Metals Inc., Debtor in Possession, ("APMI") by and through
its counsel Sender & Wasserman, P.C., proposes this Second Amended Plan of
Reorganization pursuant to 11 U.S.C. (S) 1121(a) (hereinafter referred to as the
"APMI Plan"):
ARTICLE I
DEFINITIONS
-----------
All capitalized terms used herein shall have the respective meanings set
forth below or as otherwise assigned in the Plan. All other terms shall have
the meanings assigned to such terms in the Bankruptcy Code or the Bankruptcy
Rules, or if none, by common usage.
1.1 "ACSTAR" shall mean ACSTAR Insurance Company. ACSTAR has issued bonds
--------
to secure the Moab Cleanup Obligation and the Other Cleanup Obligations of Atlas
and certain of its subsidiaries.
1.2 "ACSTAR Bonds" shall mean Bond #6149 for the Carter Raymond Property,
--------------
Bond #6039, #6876 and Bond #6907 for the Grassy Mountain property, Bonds #5659,
#5660 and #5661 for the Gold Bar property, and any other bonds issued by ACSTAR
for the benefit of Atlas, AGMI or APMI, except those bonds defined as the ACSTAR
Moab Bonds, having a collective face amount
<PAGE>
of $1,790,000 and $5,675,000 (less approximately $189,000) held in an escrow
account for the benefit of ACSTAR with Colorado State Bank as the escrow agent
(the "Escrow Fund"). The security for the ACSTAR Bonds and the ACSTAR Moab Bond
are cross-collateralized and represent joint and several obligations of Atlas,
APMI and AGMI.
1.3 "ACSTAR Moab Bond" shall mean Bond #5652 for the Moab Utah Site
------------------
Cleanup Obligations in the face amount of $6,500,000 and secured by the Escrow
Fund. The security for the ACSTAR Bonds and the ACSTAR Moab Bond is the same
and are cross-collateralized and constitute joint and several obligations of
Atlas, APMI and AGMI.
1.4 "Administrative Expense" shall mean any cost or expense of
------------------------
administration of Chapter 11 allowed under 11 U.S.C. (S) 503(b) of the Code.
1.5 "Affiliate" shall mean any entity affiliated with APMI pursuant to 11
-----------
U.S.C. (S) 101(2).
1.6 "AGMI" shall mean Atlas Gold Mining Inc., a Nevada corporation, the
-----
Chapter 11 Debtor under Case No. 99-10889 DEC.
1.7 "AGMI Plan" shall mean the Plan of Reorganization, as amended,
-----------
submitted by the Debtor, Atlas Gold Mining Inc.
1.8 "Allowed Claim" shall mean (a) an unsecured claim against APMI which
---------------
is set forth in APMI's schedules other than an unsecured claim against APMI
scheduled by APMI as disputed, contingent or unliquidated; (b) an unsecured
claim against APMI which has been filed pursuant to 11 U.S.C. (S) 501, and with
respect to which no objection to the allowance thereof has been interposed
within sixty (60) days after the Effective Date, or as to which any objection
has been determined by Final Order; provided however, that interest which would
have accrued on or after January 26, 1999, shall not be a part of any Allowed
Claim. Allowed Claims may include, but are not limited to, claims that arise
from the rejection of executory contracts.
1.9 "Allowed Secured Claim" shall mean an Allowed Claim secured by
-----------------------
property of APMI.
1.10 "APMI" shall mean Atlas Precious Metals Inc., a Nevada corporation,
------
the Chapter 11 Debtor under Case No. 99-10890 SBB.
1.11 "APMI Plan" shall mean this Plan of Reorganization, as amended,
-----------
submitted by the Debtor, Atlas Precious Metals Inc.
1.12 "Atlas" shall mean Atlas Corporation, a Delaware corporation, the
-------
Chapter 11 Debtor under Case No. 98-23331 DEC.
-2-
<PAGE>
1.13 "Atlas Plan" shall mean the Plan of Reorganization, as amended,
------------
submitted by the Debtor, Atlas.
1.14 "Bankruptcy Case" shall mean the APMI Chapter 11 case pending in the
-----------------
United States Bankruptcy Court for the District of Colorado which has been
jointly administered with the cases of Atlas and AGMI.
1.15 "Bankruptcy Code" or "Code" shall mean Title II of the Bankruptcy
----------------- ------
Reform Act of 1978, 11 U.S.C. (S)(S) 101, et seq., as amended.
-- ----
1.16 "Bar Date" shall mean April 30, 1999.
----------
1.17 "Chapter 11" shall mean Chapter 11 of the Code.
------------
1.18 "Claim" shall mean a claim against APMI as defined in 11 U.S.C. (S)
-------
101(5).
1.19 "Confirmation" shall mean the entry by the Court of an order
--------------
confirming the Plan in accordance with Chapter 11 of the Code.
1.20 "Contested Claim" shall mean any Claim which has been scheduled by
-----------------
APMI as disputed, contingent, or unliquidated or any Claim as to which an
objection to the allowance thereof has been or will be filed within sixty (60)
days after the Effective Date regardless of whether the Claim was scheduled as
disputed, contingent or unliquidated by the Debtor. Contested Claims shall be
treated under the provisions of Article X of this Plan until allowance or
disallowance of such claim has been determined by a Final Order. Contested
claims include claims which APMI believes should be objected to in whole or in
part. Contested claims further include any claims held by creditors against
whom APMI believes actions may be brought under Sections 544, 547, 548 or 549 of
the Bankruptcy Code.
1.21 "Court" shall mean the United States District Court for the District
-------
of Colorado in Bankruptcy.
1.22 "Gerald E. Davis" or "Davis" shall mean the former officer and
----------------------------
director of Atlas, and former officer of AGMI and APMI who was the defendant in
Adversary Case No. 99-1122 MSK captioned Atlas Corporation, Atlas Gold Mining
Inc., and Atlas Precious Metals, Inc. v. Gerald E. Davis.
1.23 "Davis Collateral" shall mean that property described below in which
------------------
a security interest was granted in a portion of the Gold Bar property, under the
Settlement Agreement between the Atlas Parties and Davis dated July 9, 1999
approved by Order of the Bankruptcy Court dated August 24, 1999:
-3-
<PAGE>
Section 27, T22 N-R 49 E. MDM, situated in the Roberts Mountain Mining
District, Eureka County, Nevada,
Patented Millsite Claims Mineral Survey # Patent # Acres
------------------------ ---------------- -------- -----
AM 108 5005 27-89-0038 5.0
AM 109 5005 27-89-0038 5.0
AM 115 5005 27-89-0038 5.0
AM 116 5005 27-89-0038 5.0
AM 117 5005 27-89-0038 5.0
together with all of the equipment, books and records related to the above
described property. The property subject to said security interests shall
include the Mill Building, Mill equipment, and other fixtures in the Mill
Building, including the attached refinery located on the patented Millsite
claims described above.
1.24 "Debtor" and "Debtor-in-Possession" shall mean APMI.
-------- ----------------------
1.25 "Disclosure Statement" shall mean the Amended Joint Disclosure
-----------------------
Statement describing the Atlas Plan, the AGMI Plan and the APMI Plan, approved
by the Court, and distributed to the various classes as provided in 11 U.S.C.
(S) 1125.
1.26 "Effective Date" shall mean the first business day following thirty
---------------
(30) days after the date the order confirming the APMI Plan becomes a Final
Order.
1.27 "Escrow Fund" shall mean the $5,675,000 (less approximately $189,000)
------------
held in an escrow account for the benefit of ACSTAR with Colorado State Bank as
the escrow agent.
1.28 "Final Order" shall mean an order or a judgment as to which the time
-------------
to appeal or seek review or rehearing has expired. In the event that an appeal
or petition for rehearing is filed, an order or judgment shall be final unless
an order enters granting a stay pending appeal or petition for rehearing.
1.29 "Gold Bar property" shall mean the gold resource, mill facilities and
-------------------
any other real and personal property located on the gold mining property located
in Eureka County, Nevada commonly referred to as Gold Bar, owned by AGMI and
APMI.
1.30 "Grassy Mountain property" shall mean the gold mining project is
--------------------------
located in northern Malheur County, Oregon, approximately 22 miles southwest of
Vale, Oregon, owned by APMI, commonly referred to as Grassy Mountain.
1.31 "Insider" means any entity defined in 11 U.S.C. (S) 101(31)(B).
---------
-4-
<PAGE>
1.32 "Late Filed Claims" shall mean any claim filed in the APMI Bankruptcy
-------------------
Case after April 30, 1999.
1.33 "Moab Cleanup Obligation" shall mean any obligation of Atlas under
-------------------------
the Moab License or under any federal, state or municipal rules, regulations or
statutes to pay for or perform any remediation or cleanup at the Moab Utah Site
or any other location which is currently or in the past been operated or owned
by Atlas.
1.34 "Moab Land" and "Moab Utah Site" shall mean that certain real
--------------------------------
property owned by Atlas and consisting of approximately 430 acres, located in
Grand County, Utah together with all buildings, structures, improvements,
appurtenances, fixtures and easements.
1.35 "Moab License" shall mean Source Material License SUA-917.
--------------
1.36 "Moab Uranium Millsite Transfer Agreement" or "MUMTA" shall mean that
----------------------------------------------------
certain Agreement negotiated between Atlas, the Creditors Committee, the NRC,
the State of Utah and ACSTAR approved by Order of the Bankruptcy Court dated
June 22, 1999.
1.37 "NRC" shall mean the Nuclear Regulatory Commission, an agency of the
-----
federal government having jurisdiction over the Moab Utah Site.
1.38 "Other Cleanup Obligations" shall mean any obligation of Atlas, APMI
---------------------------
or AGMI under any federal, state or municipal rules, regulations or statutes to
pay for or perform any remediation or cleanup at any location other than the
Moab Utah Site which is currently or in the past been owned or operated,
including, but not limited to, the Carter Raymond, Gold Bar and Grassy Mountain
properties.
1.39 "Post-petition" shall mean anytime on or subsequent to January 26,
---------------
1999.
1.40 "Pre-petition" shall mean anytime prior to January 26, 1999.
--------------
1.41 "Pro Rata" shall mean with respect to any claimant, the percentage
----------
which the Allowed Claim of a creditor bears to the sum of all Allowed Claims in
the same class as such Allowed Claim.
1.42 "Reclamation Trust" shall mean the trust to be formed pursuant to
-------------------
paragraph 4.3 of the Atlas Plan in compliance with the consent and approval of
the NRC.
1.43 "Reclamation Trustee" shall mean the person or entity selected by the
---------------------
NRC with the agreement of the designated representative of Utah, prior to the
Effective Date.
1.44 "Reorganized APMI" shall mean the reorganized Atlas Precious Metals
-----------------
Inc. under the confirmed APMI Plan.
-5-
<PAGE>
1.45 "Utah" shall mean the State of Utah.
------
1.46 "Water Rights" shall mean Atlas' rights to water located at the Moab
-------------
Land, listed as 6.3 cfs from the Colorado River, Grand County, Utah, Water Right
No. 01-40, Application 30032, Certificate No. 6111 and possible water rights in
the following: (a) Water Right Number 01-1121 for 31 acre-feet, a segregation
application from Water Right Number 01-40; (b) Water Right Number 09-199 for
3.33 cfs in the San Juan River; (c) Water Right Number 05-982 for .015 cfs for a
well in the Monticello Mining District; and (d) Water Right Number 99-32 for
.004 cfs from Seep Springs (approx. 4 miles from Fry Canyon).
ARTICLE II
201 Claims.
There are no Classes 1-19 under the APMI Plan as Classes 1-19 have been
reserved for the classes under the Atlas Plan. Classes 20-39 have been reserved
for classes under the APMI Plan. Classes 40 through 59 have been reserved for
classes under the AGMI Plan. The reserved classes have been implemented to
avoid confusion in the discussion of the treatment of the classes under the
Atlas, AGMI and APMI plans in the Disclosure Statement.
Class 20. Allowed Administrative Expense Claims as defined in 11
---------
U.S.C. (S) 503 of the Code against APMI. All fees payable to the U.S. Trustee
shall be paid in full as they become.
Class 21. Any allowed unsecured and/or secured priority tax claims
---------
of any taxing authority holding claims under 11 U.S.C. (S)507(a)(8) against
APMI.
Class 22. Unimpaired Claims of Holders of Unexpired Leases and
---------
Executory Contracts against APMI.
Class 23 Unimpaired Secured Claims of Merrill Lynch.
--------
Class 24 Unimpaired Secured Claims of the State of Oregon for
--------
Cleanup obligations associated with the Grassy Mountain Mining Site.
Class 25 a. Impaired Secured Claims of ACSTAR.
-----------
Class 25 b. Impaired Unsecured and Administrative Claims of ACSTAR.
-----------
Class 26 Any unsecured creditors with allowed claims of less than
--------
$1,000 and any creditors holding claims in excess of $1,000 electing to accept
$1,000 in full payment of their claims.
-6-
<PAGE>
Class 27. Impaired Claims of General Unsecured Creditors of APMI.
---------
Class 28. Impaired Claims held by Atlas.
---------
Class 29 Impaired Claims of Gerald E. Davis.
--------
Class 30. Impaired Claims held by any taxing authority for penalties
---------
not related to actual pecuniary loss.
Class 31. Late filed claims.
---------
Class 32. Impaired interests of common stockholders of APMI.
---------
ARTICLE III
TREATMENT OF CLAIMS NOT IMPAIRED UNDER THE PLAN
-----------------------------------------------
3.1 Class 20. Allowed Administrative Expenses pursuant to 11 U.S.C.
--------- -----------------------------------------------------
(S)503. Class 20 Allowed Administrative Expenses as defined by 11 U.S.C.
- ------
(S)503 shall be paid in cash in full on the Effective Date or shall by paid upon
such other terms as may be agreed upon by APMI and the respective holder of the
claim for Administrative Expenses. All fees payable to the U.S. Trustee program
shall be paid as they become due. Notwithstanding an assertion by the Class 24
and 25 claimants that their claims are entitled to priority under Section 503(b)
of the Bankruptcy Code, the Class 24 and 25 claims shall be treated under Class
24 and 25 respectively of this Plan and not as Class 20 Administrative Expenses.
In the event that APMI does not have sufficient cash to pay the administrative
claim in full on the Effective Date, the administrative expense claim will, with
the agreement of the Claimant, be paid from the proceeds of the sale of Grassy
Mountain or APMI's property at Gold Bar or at such date as APMI has sufficient
funds to pay the claim in full.
3.2 Class 22. Executory Contracts and Unexpired Leases. Class 22 is
--------- ------------------------------------------
comprised of the claims held by parties to unexpired leases or executory
contracts. APMI, prior to the hearing on confirmation, shall file motions to
assume or reject its unexpired leases and executory contracts subject to the
provisions of 11 U.S.C. (S)365 and notice under Fed. R. Bankr. P. 6006. If APMI
moves to assume the unexpired leases and executory contracts, the claims shall
be treated in accordance with the order of the Court granting the assumption.
Any unexpired leases or executory contracts for which a Motion to Assume has not
been filed by APMI prior to the hearing on confirmation shall be deemed
rejected. Under the terms of the lease agreements, in the event that a lease is
rejected, the equipment or property will be returned to the lessor, unless APMI
and the lessor otherwise agree. Any Class 22 claimant asserting a claim for
damages arising from rejection of a lease shall file a proof of claim with the
Bankruptcy Court by the later of the Effective Date or thirty days after entry
of the Order granting the Motion to Reject or the claim shall be forever barred.
The claims held by
-7-
<PAGE>
holders of rejected leases or executory contracts shall be treated as a Class 27
unsecured claim subject to the limitations of Section 502 of the Code.
3.3 Class 23. Unimpaired Claims of Merrill Lynch. Class 23 is comprised
--------- -----------------------------------
of the allowed secured claim of Merrill Lynch. The claim of Merrill Lynch arises
from a letter of credit pledged to secure Bond #6907 issued by ACSTAR, the Class
25 claimant to secure the cleanup obligations of APMI at Grassy Mountain. The
letter of credit has been called. The Class 23 Claimant and the Debtor shall
retain all rights, without modification, under the related documents. The Class
23 Claimant is unimpaired and any allowed claim shall be paid by the Reorganized
APMI under the terms of the agreement.
3.4 Class 24. Unimpaired Secured Claims of the State of Oregon for
-------- ----------------------------------------------------
Cleanup obligations associated with the Grassy Mountain Property. Class 24 is
- -----------------------------------------------------------------
comprised of the Allowed secured claims of the State of Oregon for Cleanup
obligations associated with the Grassy Mountain Property under permit numbers
23-1095 and 423,0224. The Class 24 claim is secured by Bond #6907 issued by
ACSTAR, the Class 25 claimant. The Class 24 claimant and the Debtor shall retain
all rights, without modification, under Permit Numbers 23-1095 and 423,0224 and
Bond #6907. The Class 24 Claimant is unimpaired.
ARTICLE IV
TREATMENT OF CLAIMS IMPAIRED UNDER THE PLAN
-------------------------------------------
4.1 Class 21. Allowed Secured and Unsecured Tax Claims pursuant to 11
-------- -------------------------------------------------------
U.S.C. (S) 507(a)(8). Class 21 is comprised of Allowed Unsecured Tax Claims
- ----------------------
under U.S.C. (S)507(a)(8) excluding claims for penalties not related to actual
pecuniary loss. The Class 21 claimants shall receive 100% of their secured and
unsecured priority claims in quarterly installments with interest at 8% per
annum. The Class 21 claims shall be paid in full within six years from the date
of assessment. Claims for penalties not related to actual pecuniary loss shall
be treated under Class 30. Payments to the Class 21 claimants shall commence
within fifteen days after the close of the first calendar quarter ending after
the Effective Date of the APMI Plan. The Class 21 claimants shall retain their
prepetition liens, if any, on property of the Reorganized APMI pending payment
in full of the Class 21 claims. The allowed amount of any Class 21 claim shall
be subject to determination under Section 505 of the Bankruptcy Code. The Debtor
shall file any requests for determination under Section 505 within sixty days of
the Effective Date of the Plan. Any disputed portion of a Class 21 Claim shall
be treated as a Contested Claim in accordance with the provisions of Article X
of this Plan.
4.2 Class 25a. Allowed Secured Claims of ACSTAR The Class 25a claims are
---------- --------------------------------
comprised of the Allowed Secured Claims of ACSTAR which were secured by certain
letters of credit in the aggregate amount of $5,425,000 plus the Escrow Fund The
ACSTAR Allowed Secured Claims are based upon the ACSTAR Bonds and ACSTAR Moab
Bond in the aggregate amount of $8,290,000 to secure Moab Cleanup Obligations
and Other Cleanup Obligations including the
-8-
<PAGE>
cleanup obligations owing to the Class 25 claimant under the APMI Plan. ACSTAR's
secured claims against Atlas, AGMI and APMI are cross collateralized. ACSTAR has
drawn on the letters of credit and is entitled to use the proceeds from the
letters of credit in order to pay the Class 4 creditors under the Atlas Plan and
to reimburse itself for the actual amount incurred under the ACSTAR Bonds for
Other Cleanup Obligations including the cleanup obligations owing to the Class
25 claimant under the APMI Plan, and its unpaid fees and expenses. Furthermore,
any amount remaining from the Escrow fund may be used by ACSTAR for the same
purposes. To the extent any funds remain in the Escrow Fund after satisfaction
of the Other Cleanup Obligations secured by the ACSTAR Bonds and any unpaid fees
and expenses ACSTAR has incurred on said Bonds, such funds shall be remitted to
the Reorganized Atlas. ACSTAR shall retain its rights under the escrow
agreement. The foregoing treatment shall constitute satisfaction in full of the
Class 25a Allowed Secured Claim.
4.3 Class 25b. Impaired Unsecured and Administrative Claims of ACSTAR
---------- ------------------------------------------------------
The Class 25(b) claim is comprised of the unsecured deficiency claim which
ACSTAR has for the Other Cleanup Obligations which it has to pay, and unpaid
fees and expenses in excess of its Class 25(a) Allowed Secured Claim, which
claim shall not exceed $500,000. Any claim by ACSTAR that its claims are
entitled to treatment as a Class 20 Administrative Expense, under any theory,
and any potential claim against ARISUR, shall be waived and released. For
purposes of voting and feasibility the Class 25(b) claim shall be estimated at
$500,000. ACSTAR's unsecured claims against Atlas, AGMI and APMI shall
collectively not exceed $500,000. The claims shall be allocated among the
estates based upon actual damage, with the claim applied first to AGMI, then to
APMI and then to Atlas. The actual amount of the Class 25(b) monetary claim
allowed against APMI shall be paid as a Class 27 Allowed Unsecured Claim. On the
later of Effective Date of the APMI Plan or at such time as the Class 25(b)
creditors claim is actually determined, it shall receive in full satisfaction of
its claim a monetary claims equal to the actual amount expended for Other
Cleanup Obligations, plus fees and expenses, not to exceed $500,000, which shall
be treated as a Class 27 unsecured claim and shall receive shares representing
its pro rata share (determined with respect to Class 27 and 28 claimants) of the
outstanding common stock of the Reorganized APMI; provided that distributions to
the Class 25(b) creditor shall be held by a mutually acceptable escrow agent
pending determination of ACSTAR's responsibility for the Other Cleanup
Obligations . If Bonds #5659, #5660 and #5661 for the Gold Bar property are
terminated without being called and/or there is no unsecured deficiency, the
Allowed Class 25(b) claim shall be $0 and the shares which are being held in
escrow shall remain treasury stock.
4.4 Class 26. Administrative Convenience Class. Class 26 is comprised of
--------- --------------------------------
the claims of unsecured creditors with allowed claims of $1,000 or less and
unsecured creditors holding claims in excess of $1,000 electing to accept $1,000
in full payment of their claims. The Class 26 claims shall be paid in full
without interest on the Effective Date. Creditors wishing to elect to have their
claim treated under Class 26 shall make an election in writing to be received by
undersigned counsel for the Debtor on or before the due date for tendering
ballots to this Plan.
-9-
<PAGE>
4.5 Class 27. Allowed Unsecured Claims. Class 27 is comprised of the
--------- -------------------------
Allowed Unsecured Claims against APMI. The Allowed Class 27 creditors shall
receive:
(A) Their pro rata share of the proceeds of from the sale or joint venture
of APMI's interests in the Gold Bar and/or Grassy Mountain properties after
payment of costs of sale and after satisfaction of the Allowed Class 20 and
21 Claims. The funds shall be distributed on a Pro Rata basis between the
Allowed Claims of the Class 27 and 28 creditors who for shall be treated as
one class.
(B) Their pro rata share of the common stock to be issued by the
Reorganized APMI. The stock shall be distributed on a Pro Rata basis
between the Allowed Claims of the Class 27 and 28 creditors. For purposes
of this distribution, the Class 27 and 28 Creditors shall be treated as one
class.
(C) The Class 27 and 28 claims shall bear interest at the rate of 8
percent per annum from the Effective Date. Interest shall be payable only
if the proceeds of the sale as provided in (A) above are sufficient to pay
the Allowed Class 27 and 28 claims in full.
4.6 Class 28. Claims Held by Atlas. Class 28 is comprised of the claims
--------- ---------------------
held by Atlas other than its claims as an interest holder treated under Class
30. Class 28 claims arise from an inter-company payable for cash advanced to
APMI. The allowed claim of AGMI under the Atlas Plan shall first be offset
against AGMI's obligations to APMI which will reduce the accounts receivable
owed by APMI to Atlas. The net Allowed Class 28 Claim shall be treated on a Pro
Rata basis with the Class 27 creditors and shall receive its pro rata share of
the distributions of proceeds of sale of APMI's interest in the Gold Bar and
Grassy Mountain properties and stock issued by the Reorganized APMI.
4.7. Class 29. Claims Held by Gerald E. Davis Class 29 is comprised of
--------- ------------------------------
the claims of Gerald E. Davis which arise under the terms of the Settlement
Agreement dated July 9, 1999 between the parties resolving the disputes and
claims between Gerald E. Davis and Atlas, AGMI and APMI raised in the Chapter 11
proceeding and in Adversary Case No. 99-1122 MSK captioned Atlas Corporation,
Atlas Gold Mining Inc., and Atlas Precious Metals, Inc. v. Gerald E. Davis. The
claims of Gerald E. Davis shall also be treated as a Class 13 claim under the
Atlas Plan and a Class 43 claim under the AGMI Plan. Davis shall be granted a
security interest by Atlas AGMI and APMI in the Davis Collateral at Gold Bar
described herein to the extent of $60,000. The security interest granted to
Davis shall be subordinate to the tax claims of Eureka County and any
administrative expenses.
4.8 Class 30. Claims Held by Any Taxing Authority for Penalties Not
--------- -----------------------------------------------------
Related to Actual Pecuniary Loss. The Class 30 Claims are comprised of any
- ---------------------------------
penalty claims held by any taxing authority which are not related to actual
pecuniary loss. The allowed Class 30 claims shall be treated and paid as Class
27 general unsecured claims except the Class 30 claims shall not share in any
distribution of stock of the Reorganized Atlas.
-10-
<PAGE>
4.9 Class 31. Late Filed Claims. Class 31 is comprised of all late filed
-------- -----------------
claims against APMI. The Class 31 claims shall be disallowed and shall receive
no distribution under the APMI Plan unless and until the Class 27 and 28 claims
have been paid in full with interest at 8 percent per annum.
4.10 Class 32. Interests of Atlas Corporation. Class 32 is comprised of
--------- -------------------------------
the interests of Atlas Corporation which holds one-hundred percent of the stock
of APMI. The interests of the Class 30 interest holder shall be voided. The
Class 32 Interest Holder shall receive no distributions on account of its
interests unless and until the Class 27, 28 and allowed Class 31 claims have
been paid in full with interest at 8% per annum.
ARTICLE V
DEFAULT AND PLAN MODIFICATION
-----------------------------
5.1 In the event of any default by the Reorganized APMI of any payment to
any class of claimants arising under the terms of the APMI Plan, the Reorganized
APMI shall have thirty (30) days within which to cure any default in payments
due under this Plan after the date of issuance of written notice from any claim
holder. Written notice shall be provided to the Reorganized APMI and to Debtor's
counsel. The notice to Debtor's counsel shall be served upon Sender & Wasserman,
P.C., 1999 Broadway, Suite 2305, Denver, Colorado 80202, unless written notice
of substitution of legal counsel is served upon the claim holder at least
fifteen (15) days prior to the date notice is sent.
5.2 In the event that the Reorganized APMI fails to cure any default in
the requirements to make payment under the Plan, within forty-five days from the
date that written notice is sent in compliance with paragraph 5.1, the
Reorganized APMI shall be in default under the terms of the Plan.
5.3 At any time after Confirmation of the Plan but before substantial
consummation of the Plan, the Plan may be modified upon the request of the
Reorganized APMI, after notice and a hearing, only to the extent allowed by 11
U.S.C. (S) 1127.
-11-
<PAGE>
ARTICLE VI
MEANS FOR THE IMPLEMENTATION AND EXECUTION OF THE PLAN
------------------------------------------------------
6.1 On or about the Effective Date, all assets of APMI shall be
transferred to the Reorganized APMI free and clear of all liens, claims, and
interests of creditors, equity holders, and other parties in interest, except as
otherwise provided herein. Specifically, the assets shall be transferred subject
to the liens held by the Class 25(a) and 29 secured creditors and any Class 21
creditor with perfected liens. The Class 23 and 24 creditors shall be entitled
to retain the collateral securing their claims. The Reorganized APMI shall not,
except as otherwise provided in this Plan, be liable to repay any debts which
accrued prior to the Confirmation Date. Except as provided in this APMI Plan, on
the Confirmation Date APMI shall be granted a discharge under 11 U.S.C. (S)
1141.
6.2 On the Effective Date, APMI shall begin implementing its Plan of
Reorganization pursuant to the terms for each class of claimants set forth above
under III and IV above. All payments under the APMI Plan shall come from the
cash held by the Reorganized APMI or proceeds of the sale of its interests in
the Gold Bar and Grassy Mountain properties after costs of sale. The Class 20
administrative expenses may be paid from advances by the Reorganized Atlas.
6.3 The Reorganized APMI shall distribute the proceeds of the sale of its
interests in the Gold Bar and Grassy Mountain properties, after payment of costs
of sale, in order of priority as established in Sections III and IV above within
fifteen days after the close of the calendar quarter in which the proceeds were
received.
6.4 If the Allowed Secured Claims secured by APMI's interests in the Gold
Bar and/or Grassy Mountain properties have not been satisfied through the sale,
joint venture, exploration agreement or other agreement with respect to the
properties, by the five year anniversary of the Effective Date, the injunction
precluding action against APMI and its assets shall be lifted as of the first
business day after the five year anniversary of the Effective Date and the
holders of Allowed Secured Claims shall be entitled to pursue their state court
remedies against the collateral securing their claims.
6.5 The stock to be issued by the Reorganized APMI to the Allowed Claims
of the Class25(b), 27 and 28 creditors shall be issued within 90 days after the
Effective Date. In determining the Pro Rata share to be distributed to Contested
Claims under Article X, the shares shall be reserved as if the Contested Claims
were allowed in full and held by the Reorganized APMI pending resolution of the
dispute. If APMI' objections to the claims are sustained by Final Order, the
shares shall not be issued.
6.6 The Reorganized APMI may pursue any claims or recovery actions held
by APMI, including but not limited to recovery under 11 U.S.C. (S)(S)544, 547,
548 and 549. The Reorganized APMI may abandon any claim APMI has against any
third party if it determines that the claim is
-12-
<PAGE>
burdensome or of inconsequential value and benefit. The Reorganized APMI is
authorized to employ counsel to represent APMI in the litigation or any cause of
action or claims held by APMI.
6.7 All funds held by the Reorganized APMI for distribution under the
APMI Plan shall be held in accounts which meet the insurance and guaranty
requirements 11 U.S.C. (S) 345 (b).
6.8 Following the Effective Date, the Reorganized APMI may compromise
objections to Claims or causes of action referred to in this APMI Plan without
notice and hearing for claims or causes of action asserted in the original
amount of $5,000 or less. Settlements or compromises of any claims or causes of
action asserted in the amount of $5,000 or more shall be subject to notice and
an opportunity for hearing under the provisions after notice in compliance with
the Local Rules of Bankruptcy Procedure.
6.9 After the Effective Date, the Reorganized APMI exercising its
business judgment may sell, operate or abandon any of its assets.
6.10 APMI shall receive a discharge only to the extent permitted by 11
U.S.C. (S) 1141 and APMI shall be entitled to seek injunctive relief from the
Court, if necessary, to enforce any and all provisions of the Plan
ARTICLE VII
CRAM DOWN
---------
7.1 If all of the applicable requirements for confirmation of the APMI
Plan are met as set forth in 11 U.S.C. (S) 1129(a)(1)-(11) except Subparagraph
(8), APMI (subject to the acceptance of the APMI Plan by at least one class
which is impaired) hereby requests the Court confirm the APMI Plan pursuant to
11 U.S.C. (S) 1129(b), notwithstanding the requirements of Subparagraph (8), as
the APMI Plan is fair and equitable and does not discriminate unfairly with
respect to any dissenting, impaired class.
ARTICLE VIII
GENERAL PROVISIONS
------------------
8.1 The Reorganized APMI shall be vested with ownership to all property
of APMI upon the Effective Date.
8.2 The payment of Allowed Administrative Claims and Allowed Secured
Claims shall be in exchange for all claims against APMI and the Reorganized APMI
and shall constitute full settlement, release, discharge, and satisfaction of
all such claims against APMI and the Reorganized APMI.
-13-
<PAGE>
8.3 Nothing herein contained shall prevent APMI from taking any action as
may be necessary to the enforcement of any cause of action which may exist on
behalf of APMI and which may not have been enforced or prosecuted by APMI prior
to the Effective Date.
8.4 APMI reserves the right to modify the Plan prior to the Confirmation,
and thereafter to modify the Plan in accordance with 11 U.S.C. (S) 1127(b) and
(P) 5.2 hereunder.
8.5 APMI reserves the right to reopen the Chapter 11 case after
Confirmation and dismissal for the purposes set forth in Article XII.
8.6 To the extent that the provisions of the Disclosure Statement are
inconsistent with the provisions of this Plan, the provisions of this Plan shall
control.
8.7 APMI's obligation to pay the quarterly fees owing to the Office of
the United States Trustee pursuant to 28 U.S.C. (S)1930(a)(6) is a continuing
obligation which does not terminate until the Bankruptcy Case is dismissed or
converted.
ARTICLE IX
PROVISION FOR ASSUMPTION OR REJECTION OF EXECUTORY CONTRACTS
------------------------------------------------------------
9.1 All unexpired leases and executory contracts between APMI and any
other party which have not prior to the Effective Date of the APMI Plan been
affirmatively assumed by APMI by the filing of an appropriate motion are hereby
rejected.
ARTICLE X
PROVISION AS TO CONTESTED CLAIMS
--------------------------------
10.1 APMI or the Reorganized APMI may, at any time within ninety (90) days
after the Effective Date file an objection to any claim which in its opinion
should be objected to as improper, in whole or in part, regardless of whether
the claim was scheduled as disputed, contingent or unliquidated. APMI may
further designate claims held by creditors against whom they believe actions may
be brought under Sections 544, 547, 548 or 549 of the Bankruptcy Code as
Contested Claims by sending notice in writing to the Claimant within sixty (60)
days after the Effective Date.
Upon the filing of such objection or service of said written notice, such
claim shall be considered a Contested Claim, and any cash or other instruments
or property otherwise distributable to such creditor under this APMI Plan shall
be held by APMI in escrow until final disposition of the objection to the claim
either by settlement or entry of a Final Order. If the claim is only contested
in part, payment shall be made to the claimant on the uncontested portion under
the provisions of Article IV and the balance shall be treated as a Contested
Claim under the provisions of Article X. If the objection is overruled or
denied, in whole or in part, or the claim is allowed by stipulation of
-14-
<PAGE>
APMI and the claimant, such claimant shall receive the amount of cash or
property provided in this APMI Plan to the extent of the amount of the claim
finally allowed, including back installments.
10.2 From and after the Effective Date, the Reorganized APMI shall reserve
and hold for the benefit of each holder of a Contested Claim cash in an amount
equal to the Pro Rata payments which would have been made to the holder of such
contested claim if it were an Allowed Claim in an amount equal to the lesser of:
(i) the amount of the Contested Claim or (ii) the amount in which the Contested
Claim shall be estimated by the Bankruptcy Court pursuant to (S) 502 of the
Bankruptcy Code for purposes of allowance, which amount shall constitute and
represent the maximum amount in which such claim may ultimately become an
Allowed Claim. No payments or distributions shall be made with respect to all or
any portion of any Contested Claim pending the entire resolution thereof by
Final Order.
ARTICLE XI
AMENDMENT OF ARTICLES OF INCORPORATION AND BYLAWS OF DEBTOR
-----------------------------------------------------------
AND STOCK INCENTIVE PLAN
------------------------
11.1 As may be required, the Articles and Bylaws of APMI shall be amended
on or before the Effective Date to the extent necessary to effectuate the
provisions of the APMI Plan, including but not limited to, reincorporating the
Reorganized APMI under the laws of the State of Colorado, voiding its existing
common stock and issuing new common stock in compliance with the provisions of
this APMI Plan. No fractional shares of stock shall be issued.
11.2 Board of Directors and Annual Shareholders Meeting.
The current Board of Directors shall serve until the next annual or special
meeting of shareholders, called in accordance with the Bylaws. At the annual or
special meeting, the shareholders shall elect a new Board of Directors.
ARTICLE XII
RETENTION OF JURISDICTION
-------------------------
The Court shall retain jurisdiction over this Chapter 11 case and related
core and non-core proceedings, for the following purposes:
12.1 To hear and determine any and all objections to the allowance of
claims or interests.
12.2 To determine any and all applications for allowances of compensation
and reimbursement of expenses and any other fees and expenses authorized to be
paid or reimbursed under the Code or the Plan.
-15-
<PAGE>
12.3 To hear and determine any and all pending applications for the
rejection or assumption, or for the assumption and assignment, as the case may
be, of executory contracts or unexpired leases to which APMI is party, and to
hear and determine any and all claims arising therefrom.
12.4 To hear and determine any and all applications, adversary
proceedings, and contested or litigated matters that may be pending on the
Effective Date or that APMI may bring subsequent to the Effective Date or to
which APMI may be made a party.
12.5 To consider any modifications of the APMI Plan, to remedy any defect
or omission or reconcile any inconsistency in the APMI Plan or in the orders of
the Bankruptcy Court, including the Order of Confirmation.
12.6 To hear and determine any request under Fed. R. Bankr. P. 2004 to
allow APMI to complete any pending investigation as to potential assets or
liabilities.
12.7 To hear and determine all controversies, suits, and disputes that may
arise in connection with the interpretation, enforcement, or consummation of the
APMI Plan, including any disputes between the plan proponents.
12.8 To consider and act on the compromise and settlement of any claim or
cause of action by or against APMI.
12.9 To issue orders in aid of execution of the APMI Plan as contemplated
by (S) 1142 of the Code.
12.10 To determine such other matters as may be set forth in the Order or
Confirmation or which may arise in connection with the Plan or the Order of
Confirmation.
Dated this _____ day of September, 1999.
Respectfully submitted,
DEBTORS:
Atlas Precious Metals Inc.
By:_____________________________
Gregg Shafter, President
SENDER & WASSERMAN, P.C.
-16-
<PAGE>
By:_______________________________
Harvey Sender, #7546
John B. Wasserman, #10011
Bonnie A. Bell, #14923
Daniel J. Garfield, #26054
1999 Broadway, Suite 2305
Denver, Colorado 80202
(303) 296-1999 Telephone
(303) 296-7600 Facsimile
E-mail: [email protected]
ATTORNEYS FOR DEBTOR
<PAGE>
EXHIBIT 2.3
UNITED STATES BANKRUPTCY COURT
FOR THE DISTRICT OF COLORADO
IN RE: )
)
ATLAS CORPORATION, ) Case No. 98-23331 DEC
a Delaware corporation ) Chapter 11
EIN #: 15-5503312 )
)
ATLAS GOLD MINING INC., a Nevada Corp. ) Case No. 99-10889 DEC
EIN #:84-1023843 ) Chapter 11
)
ATLAS PRECIOUS METALS INC., a Nevada ) Case No. 99-10890 SBB
Corp., EIN #: 87-0400332 ) Chapter 11
)
Debtors. ) (Jointly Administered Under
) Case No. 98-23331 DEC)
- --------------------------------------------------------------------------------
REVISED SECOND AMENDED PLAN OF REORGANIZATION OF
ATLAS GOLD MINING INC.
- --------------------------------------------------------------------------------
Atlas Gold Mining Inc., Debtor in Possession, ("AGMI") by and through its
counsel Sender & Wasserman, P.C., proposes this Second Amended Plan of
Reorganization pursuant to 11 U.S.C. (S) 1121(a) (hereinafter referred to as the
"AGMI Plan"):
ARTICLE I
DEFINITIONS
-----------
All capitalized terms used herein shall have the respective meanings set
forth below or as otherwise assigned in the Plan. All other terms shall have
the meanings assigned to such terms in the Bankruptcy Code or the Bankruptcy
Rules, or if none, by common usage.
1.1 "ACSTAR" shall mean ACSTAR Insurance Company. ACSTAR has issued bonds
--------
to secure the Moab Cleanup Obligation and the Other Cleanup Obligations of Atlas
and certain of its subsidiaries.
1.2 "ACSTAR Bonds" shall mean Bond #6149 for the Carter Raymond Property,
--------------
Bond #6039, #6876 and Bond #6907 for the Grassy Mountain property, Bonds #5659,
#5660 and #5661 for the Gold Bar property, and any other bonds issued by ACSTAR
for the benefit of Atlas, AGMI or APMI, except those bonds defined as the ACSTAR
Moab Bonds, having a collective face amount
<PAGE>
of $1,790,000 and $5,675,000 (less approximately $189,000) held in an escrow
account for the benefit of ACSTAR with Colorado State Bank as the escrow agent
(the "Escrow Fund"). The security for the ACSTAR Bonds and the ACSTAR Moab Bond
are cross-collateralized and represent joint and several obligations of Atlas,
APMI and AGMI.
1.3 "ACSTAR Moab Bond" shall mean Bond #5652 for the Moab Utah Site
------------------
Cleanup Obligations in the face amount of $6,500,000 and secured by the Escrow
Fund. The security for the ACSTAR Bonds and the ACSTAR Moab Bond is the same
and are cross-collateralized and constitute joint and several obligations of
Atlas, APMI and AGMI.
1.4 "Administrative Expense" shall mean any cost or expense of
------------------------
administration of Chapter 11 allowed under 11 U.S.C. (S) 503(b) of the Code.
1.5 "Affiliate" shall mean any entity affiliated with AGMI pursuant to 11
-----------
U.S.C. (S) 101(2).
1.6 "AGMI" shall mean Atlas Gold Mining Inc., a Nevada corporation, the
-----
Chapter 11 Debtor under Case No. 99-10889 DEC.
1.7 "AGMI Plan" shall mean this Plan of Reorganization, as amended,
-----------
submitted by the Debtor, Atlas Gold Mining Inc.
1.8 "Allowed Claim" shall mean (a) an unsecured claim against AGMI which
---------------
is set forth in AGMI's schedules other than an unsecured claim against AGMI
scheduled by AGMI as disputed, contingent or unliquidated; (b) an unsecured
claim against AGMI which has been filed pursuant to 11 U.S.C. (S) 501, and with
respect to which no objection to the allowance thereof has been interposed
within sixty (60) days after the Effective Date, or as to which any objection
has been determined by Final Order; provided however, that interest which would
have accrued on or after January 26, 1999, shall not be a part of any Allowed
Claim. Allowed Claims may include, but are not limited to, claims that arise
from the rejection of executory contracts.
1.9 "Allowed Secured Claim" shall mean an Allowed Claim secured by
-----------------------
property of AGMI.
1.10 "APMI" shall mean Atlas Precious Metals Inc., a Nevada corporation,
------
the Chapter 11 Debtor under Case No. 99-10890 SBB.
1.11 "APMI Plan" shall mean the Plan of Reorganization, as amended,
-----------
submitted by the Debtor, Atlas Precious Metals Inc.
1.12 "Atlas" shall mean Atlas Corporation, a Delaware corporation, the
-------
Chapter 11 Debtor under Case No. 98-23331 DEC.
-2-
<PAGE>
1.13 "Atlas Plan" shall mean the Plan of Reorganization, as amended,
------------
submitted by the Debtor, Atlas.
1.14 "Bankruptcy Case" shall mean the AGMI Chapter 11 case pending in the
-----------------
United States Bankruptcy Court for the District of Colorado which has been
jointly administered with the cases of Atlas and APMI.
1.15 "Bankruptcy Code" or "Code" shall mean Title II of the Bankruptcy
----------------- ------
Reform Act of 1978, 11 U.S.C. (S)(S) 101, et seq., as amended.
-- ----
1.16 "Bar Date" shall mean April 30, 1999.
----------
1.17 "Chapter 11" shall mean Chapter 11 of the Code.
------------
1.18 "Claim" shall mean a claim against AGMI as defined in 11 U.S.C. (S)
-------
101(5).
1.19 "Confirmation" shall mean the entry by the Court of an order
--------------
confirming the Plan in accordance with Chapter 11 of the Code.
1.20 "Contested Claim" shall mean any Claim which has been scheduled by
-----------------
AGMI as disputed, contingent, or unliquidated or any Claim as to which an
objection to the allowance thereof has been or will be filed within sixty (60)
days after the Effective Date regardless of whether the Claim was scheduled as
disputed, contingent or unliquidated by the Debtor. Contested Claims shall be
treated under the provisions of Article X of this Plan until allowance or
disallowance of such claim has been determined by a Final Order. Contested
claims include claims which AGMI believes should be objected to in whole or in
part. Contested claims further include any claims held by creditors against
whom AGMI believes actions may be brought under Sections 544, 547, 548 or 549 of
the Bankruptcy Code.
1.21 "Court" shall mean the United States District Court for the District
-------
of Colorado in Bankruptcy.
1.22 "Gerald E. Davis" or "Davis" shall mean the former officer and
-----------------------------
director of Atlas, and former officer of AGMI and APMI who was the defendant in
Adversary Case No. 99-1122 MSK captioned Atlas Corporation, Atlas Gold Mining
Inc., and Atlas Precious Metals, Inc. v. Gerald E. Davis.
1.23 "Davis Collateral" shall mean that property described below in which
------------------
a security interest was granted in a portion of the Gold Bar property, under the
Settlement Agreement between the Atlas Parties and Davis dated July 9, 1999
approved by Order of the Bankruptcy Court dated August 24, 1999:
-3-
<PAGE>
Section 27, T22 N-R 49 E. MDM, situated in the Roberts Mountain Mining
District, Eureka County, Nevada,
Patented Millsite Claims Mineral Survey # Patent # Acres
------------------------ ---------------- -------- -----
AM 108 5005 27-89-0038 5.0
AM 109 5005 27-89-0038 5.0
AM 115 5005 27-89-0038 5.0
AM 116 5005 27-89-0038 5.0
AM 117 5005 27-89-0038 5.0
together with all of the equipment, books and records related to the above
described property. The property subject to said security interests shall
include the Mill Building, Mill equipment, and other fixtures in the Mill
Building, including the attached refinery located on the patented Millsite
claims described above.
1.24 "Debtor" and "Debtor-in-Possession" shall mean AGMI.
-------- ----------------------
1.25 "Disclosure Statement" shall mean the Amended Joint Disclosure
-----------------------
Statement describing the Atlas Plan, the AGMI Plan and the APMI Plan, approved
by the Court, and distributed to the various classes as provided in 11 U.S.C.
(S) 1125.
1.26 "Effective Date"shall mean the first business day following thirty
---------------
(30) days after the date the order confirming the AGMI Plan becomes a Final
Order.
1.27 "Escrow Fund" shall mean the $5,675,000 (less approximately $189,000)
------------
held in an escrow account for the benefit of ACSTAR with Colorado State Bank as
the escrow agent.
1.28 "Final Order" shall mean an order or a judgment as to which the time
-------------
to appeal or seek review or rehearing has expired. In the event that an appeal
or petition for rehearing is filed, an order or judgment shall be final unless
an order enters granting a stay pending appeal or petition for rehearing.
1.29 "Gold Bar property" shall mean the gold resource, mill facilities and
-------------------
any other real and personal property located on the gold mining property located
in Eureka County, Nevada commonly referred to as Gold Bar, owned by AGMI and
APMI.
1.30 "Insider" means any entity defined in 11 U.S.C. (S) 101(31)(B).
---------
1.31 "Late Filed Claims" shall mean any claim filed in the AGMI Bankruptcy
-------------------
Case after April 30, 1999.
1.32 "Moab Cleanup Obligation" shall mean any obligation of Atlas under
-------------------------
the Moab License or under any federal, state or municipal rules, regulations or
statutes to pay for or perform
-4-
<PAGE>
any remediation or cleanup at the Moab Utah Site or any other location which is
currently or in the past been operated or owned by Atlas.
1.33 "Moab Land" and "Moab Utah Site" shall mean that certain real
--------------------------------
property owned by Atlas and consisting of approximately 430 acres, located in
Grand County, Utah together with all buildings, structures, improvements,
appurtenances, fixtures and easements.
1.34 "Moab License" shall mean Source Material License SUA-917.
--------------
1.35 "Moab Uranium Millsite Transfer Agreement" or "MUMTA" shall mean that
----------------------------------------------------
certain Agreement negotiated between Atlas, the Creditors Committee, the NRC,
the State of Utah and ACSTAR approved by Order of the Bankruptcy Court dated
June 22, 1999.
1.36 "NRC" shall mean the Nuclear Regulatory Commission, an agency of the
-----
federal government having jurisdiction over the Moab Utah Site.
1.37 "Other Cleanup Obligations" shall mean any obligation of Atlas, APMI
---------------------------
or AGMI under any federal, state or municipal rules, regulations or statutes to
pay for or perform any remediation or cleanup at any location other than the
Moab Utah Site which is currently or in the past been owned or operated,
including, but not limited to, the Carter Raymond, Gold Bar and Grassy Mountain
properties.
1.38 "Post-petition" shall mean anytime on or subsequent to January 26,
---------------
1999.
1.39 "Pre-petition" shall mean anytime prior to January 26, 1999.
--------------
1.40 "Pro Rata" shall mean with respect to any claimant, the percentage
----------
which the Allowed Claim of a creditor bears to the sum of all Allowed Claims in
the same class as such Allowed Claim.
1.41 "Reclamation Trust" shall mean the trust to be formed pursuant to
-------------------
paragraph 4.3 of the Atlas Plan in compliance with the consent and approval of
the NRC.
1.42 "Reclamation Trustee" shall mean the person or entity selected by the
---------------------
NRC with the agreement of the designated representative of Utah, prior to the
Effective Date.
1.43 "Reorganized AGMI" shall mean the reorganized Atlas Gold Mining Inc.
-----------------
under the confirmed AGMI Plan.
1.44 "Utah" shall mean the State of Utah.
------
1.45 "Water Rights" shall mean Atlas' rights to water located at the Moab
-------------
Land, listed as 6.3 cfs from the Colorado River, Grand County, Utah, Water Right
No. 01-40, Application 30032, Certificate No. 6111 and possible water rights in
the following: (a) Water Right Number 01-1121
-5-
<PAGE>
for 31 acre-feet, a segregation application from Water Right Number 01-40; (b)
Water Right Number 09-199 for 3.33 cfs in the San Juan River; (c) Water Right
Number 05-982 for .015 cfs for a well in the Monticello Mining District; and (d)
Water Right Number 99-32 for .004 cfs from Seep Springs (approx. 4 miles from
Fry Canyon).
ARTICLE II
201 Claims.
There are no Classes 1-39 under the AGMI Plan as Classes 1-19 have been
reserved for the classes under the Atlas Plan. Classes 20-39 have been reserved
for classes under the APMI Plan. Classes 40 through 59 have been reserved for
classes under the AGMI Plan. The reserved classes have been implemented to
avoid confusion in the discussion of the treatment of the classes under the
Atlas, AGMI and APMI plans in the Disclosure Statement.
Class 40. Allowed Administrative Expense Claims as defined in 11
---------
U.S.C. (S) 503 of the Code against AGMI. All fees payable to the U.S. Trustee
shall be paid in full as they become due.
Class 41. Any allowed unsecured and/or secured priority tax claims
---------
of any taxing authority, including the claims asserted by Eureka County Nevada,
holding claims under 11 U.S.C. (S)507(a)(8) against AGMI.
Class 42. Unimpaired Claims of Holders of Unexpired Leases and
---------
Executory Contracts against AGMI.
Class 43 Impaired Secured Claims of Gerald E. Davis.
--------
Class 44 Unimpaired Secured Claims of Bureau of Land Management for
--------
Cleanup obligations associated with the Gold Bar Property.
Class 45 a. Impaired Secured Claims of ACSTAR.
-----------
Class 45 b. Impaired Unsecured and Administrative Claims of ACSTAR.
-----------
Class 46 Unimpaired Secured Claims of Norwest Bank.
--------
Class 47 Impaired Contingent Secured Claims of United States Fire
--------
Insurance Company.
Class 48. Any unsecured creditors with allowed claims of less than
---------
$1,000 and any creditors holding claims in excess of $1,000 electing to accept
$1,000 in full payment of their claims.
-6-
<PAGE>
Class 49. Impaired Claims of General Unsecured Creditors of AGMI.
---------
Class 50. Impaired Claims held by APMI.
---------
Class 51. Impaired Claims held by any taxing authority for penalties
---------
not related to actual pecuniary loss.
Class 52. Late filed claims.
---------
Class 53. Impaired interests of common stockholders of AGMI.
---------
ARTICLE III
TREATMENT OF CLAIMS NOT IMPAIRED UNDER THE PLAN
-----------------------------------------------
301 Class 40. Allowed Administrative Expenses pursuant to 11 U.S.C.
--------- -----------------------------------------------------
(S)503. Class 40 Allowed Administrative Expenses as defined by 11 U.S.C. (S)503
- --------
shall be paid in cash in full on the Effective Date or shall by paid upon such
other terms as may be agreed upon by AGMI and the respective holder of the
claim for Administrative Expenses. All fees payable to the U.S. Trustee program
shall be paid as they become due. Notwithstanding an assertion by the Class 44
and 45 claimants that their claims are entitled to priority under Section 503(b)
of the Bankruptcy Code, the Class 44 and 45 claims shall be treated under Class
44 and 45 respectively of this Plan and not as Class 40 Administrative Expenses.
In the event that AGMI does not have sufficient cash to pay the administrative
claims in full on the Effective Date, the administrative expense claims will,
with the agreement of the Claimant, be paid from the proceeds of the sale of the
property at Gold Bar or at such date as AGMI has sufficient funds to pay the
claim in full.
3.2 Class 42. Executory Contracts and Unexpired Leases. Class 42 is
--------- ------------------------------------------
comprised of the claims held by parties to unexpired leases or executory
contracts. AGMI, prior to the hearing on confirmation, shall file motions to
assume or reject its unexpired leases and executory contracts subject to the
provisions of 11 U.S.C. (S)365 and notice under Fed. R. Bankr. P. 2002 and 6006.
If AGMI moves to assume the unexpired leases and executory contracts, the claims
shall be treated in accordance with the order of the Court granting the
assumption. Any unexpired leases or executory contracts for which a Motion to
Assume has not been filed by AGMI prior to the hearing on confirmation shall be
deemed rejected. Under the terms of the lease agreements, in the event that a
lease is rejected, the equipment or property will be returned to the lessor,
unless AGMI and the lessor otherwise agree. Any Class 42 claimant asserting a
claim for damages arising from rejection of a lease shall file a proof of claim
with the Bankruptcy Court by the later of the Effective Date or thirty days
after entry of the Order granting the Motion to Reject or the claim shall be
forever barred. The claims held by holders of rejected leases or executory
contracts shall be treated as a Class 49 unsecured claim subject to the
limitations of Section 502 of the Code.
-7-
<PAGE>
3.3 Class 44. Unimpaired Secured Claims of Bureau of Land Management for
--------- ----------------------------------------------------------
Cleanup obligations associated with the Gold Bar Property. Class 44 is
- ----------------------------------------------------------
comprised of the Allowed secured claims of the Bureau of Land Management for
Cleanup obligations associated with the Gold Bar Property under Plan numbers
N64, 92-003P, N64, 89-004P and 87-008P. The Class 44 claim is secured by Bond
#5661 issued by ACSTAR, the Class 45 claimant and United States Fire Insurance
Company Bond Numbers 6101757263 and 6101757189. The Class 44 claimant and the
Debtor shall retain all rights, without modification, under Plan numbers N64,
92-003P; N64, 89-004P and 87-008P and Bond #5661 issued by ACSTAR, and United
States Fire Insurance Company Bond Numbers 6101757263 and 6101757189. AGMI
believes that the bonds will be sufficient to satisfy the Class 44 claim in
full. To the extent that the bonds are sufficient to pay the allowed claims of
the Class 44 Claimant in full, the Class 44 Claimant is unimpaired. To the
extent that the bonds are insufficient to pay the allowed claims of the Class 44
Claimant in full, the deficiency claims shall be treated as a Class 49 unsecured
claim.
3.4 Class 46. Unimpaired Secured Claims of Norwest Bank. Class 46 is
--------- ------------------------------------------
comprised of Allowed Secured Claims of Norwest Bank of Colorado which issued a
letter of credit in the amount of $750,000 secured by a Certificate of Deposit
for the benefit of United Fire Insurance Company. The value of the Certificate
of Deposit securing the claims of the Class 46 creditor is $750,000. The letter
of credit has been called and the Class 46 creditor has applied the Certificate
of Deposit to the outstanding balance. AGMI believes that the rights and
obligations of the Class 46 creditor have been satisfied in full. The Class 46
Claimant and the Debtor shall retain all rights, without modification, under the
related documents. The Class 46 Claimant is unimpaired and any allowed claim
shall be paid out of the collateral held by the Class 46 claimants under the
terms of the agreements. The value of the collateral securing the Class 46
claim is $750,000.
ARTICLE IV
TREATMENT OF CLAIMS IMPAIRED UNDER THE PLAN
-------------------------------------------
4.1 Class 41. Allowed Secured and Unsecured Tax Claims pursuant to 11
-------- -------------------------------------------------------
U.S.C. (S) 507(a)(8). Class 41 is comprised of Allowed Secured and Unsecured Tax
- ----------------------
Claims under U.S.C. (S)507(a)(8) excluding claims for penalties not related to
actual pecuniary loss. The treatment of Class 41 tax claims shall be subject to
the stipulation between AGMI and Eureka County, Nevada, set forth herein.
Secured Tax Claims The Class 41 claimants shall retain their prepetition
------------------
liens, if any, on property of the Reorganized AGMI pending payment in full of
the Class 41 secured claims. The Class 41 claimants with secured claims shall
be paid from the proceeds of the sale, joint venture or other agreement related
to the collateral subject to the liens held by the Class 41 creditors the
assets secured by the liens within four years after the date of assessment or
the Class 41 claimants shall be released from the injunction entered upon
Confirmation and shall have the right to pursue its rights and remedies arising
from its prepetition liens under state law.
-8-
<PAGE>
Unsecured Tax Claims The Class 41 claimants shall receive 100% of their
--------------------
unsecured priority claims with interest at 8% per annum. The Class 41 unsecured
claims shall be paid in full through annual installments within six years from
the date of assessment. Payments to the Class 41 claimants on account of
unsecured claims shall commence within fifteen days after the close of the first
annual anniversary of the Effective Date of the AGMI Plan.
Stipulated Treatment of Claims of Eureka County, Nevada Any sales proceeds
-------------------------------------------------------
from the sale of property of the Reorganized AGMI shall be placed in escrow up
to the maximum amount of the pre-petition and administrative claims asserted by
Eureka County, pending final resolution of the allowance of the Eureka County
property tax claims. The funds in escrow shall be subject to Eureka County's
tax liens. AGMI shall pay Eureka County's allowed tax claims from the escrow
account up to the amount of funds held in such escrow account within ten days
after entry of a Final Order determining the allowance of such property tax
claims. No other administrative claims shall be paid out of the escrowed funds
until Eureka County's allowed administrative tax claim for the year 1999-2000
shall be paid in full. Nothing in the Plan affects Eureka County's right to
enforce its post-petition property tax claims.
Claims for penalties not related to actual pecuniary loss shall be treated
under Class 51. The allowed amount of any Class 41 claim shall be subject to
determination under Section 505 of the Bankruptcy Code. The Debtor shall file
any requests for determination under Section 505 within sixty days of the
Effective Date of the Plan. Any disputed portion of a Class 41 Claim shall be
treated as a Contested Claim in accordance with the provisions of Article X of
this Plan.
4.2 Class 43. Claims of Gerald E. Davis Class 43 is comprised of the
--------- --------------------------
claims of Davis which arise under the terms of the Settlement Agreement dated
July 9, 1999 between the parties resolving the disputes and claims between Davis
and Atlas raised in the Chapter 11 proceeding and in Adversary Case No. 99-1122
MSK captioned Atlas Corporation, Atlas Gold Mining Inc., and Atlas Precious
Metals, Inc. v. Gerald E. Davis. The claims of Davis shall also be treated as a
Class 13 claim under the Atlas Plan and a Class 29 claim under the APMI Plan.
Davis shall be granted a security interest by Atlas AGMI and APMI in the Davis
Collateral at Gold Bar described herein to the extent of $60,000. The security
interest granted to Davis shall be subordinate to the Class 41 tax claims of
Eureka County and any administrative expenses. If the collateral securing the
claims of the Class 43 creditor has not been sold within five years after the
Effective Date for a value sufficient to pay the Allowed Secured Claims held by
the Class 43 creditor, the injunction shall be lifted as provided herein at
paragraph 6.4.
4.3 Class 45a. Allowed Secured Claims of ACSTAR. The Class 45a claims
---------- ---------------------------------
are comprised of the Allowed Secured Claims of ACSTAR which are secured by
certain letters of credit in the aggregate amount of $5,425,000 plus the Escrow
Fund. The ACSTAR Allowed Secured Claims are based upon the ACSTAR Bonds and
ACSTAR Moab Bond in the aggregate amount of $8,290,000 to secure Moab Cleanup
Obligations and Other Cleanup Obligations including the cleanup obligations
owing to the Class 45 claimant under the AGMI Plan. ACSTAR's secured claims
against Atlas, AGMI and APMI are cross collateralized. ACSTAR has drawn on the
letters
-9-
<PAGE>
of credit and is entitled to use the proceeds therefrom in order to pay the
Class 4 creditors under the Atlas Plan and to reimburse itself for the actual
amount incurred under the ACSTAR Bonds for Other Cleanup Obligations including
the cleanup obligations owing to the Class 45 claimant under the APMI Plan, and
its unpaid fees and expenses. Furthermore, any amount remaining from the Escrow
Fund may be used by ACSTAR for the same purposes. To the extent any funds remain
from the Escrow Fund after satisfaction of the Other Cleanup Obligations secured
by the ACSTAR Bonds and any unpaid fees and expenses ACSTAR has incurred on said
Bonds, such funds shall be remitted to the Reorganized Atlas. ACSTAR shall
retain its rights under the escrow agreement. The foregoing treatment shall
constitute satisfaction in full of the Class 45a Allowed Secured Claim.
4.4 Class 45b. Impaired Unsecured and Administrative Claims of ACSTAR.
---------- -------------------------------------------------------
The Class 45(b) claim is comprised of the unsecured deficiency claim which
ACSTAR has for the Other Cleanup Obligations which it has to pay, and unpaid
fees and expenses in excess of its Class 45(a) Allowed Secured Claim, which
claim shall not exceed $500,000. Any claim by ACSTAR that its claims are
entitled to treatment as a Class 40 Administrative Expense, under any theory,
and any potential claim against ARISUR, shall be waived and released. For
purposes of voting and feasibility the Class 45(b) claim shall be estimated at
$500,000. ACSTAR's unsecured claims against Atlas, AGMI and APMI shall
collectively not exceed $500,000. The claims shall be allocated among the
estates based upon actual damage, with the claim applied first to AGMI, then to
APMI and then to Atlas. The actual amount of the Class 45(b) monetary claim
allowed against AGMI shall be paid as a Class 49 Allowed Unsecured Claim. On
the later of Effective Date of the AGMI Plan or at such time as the Class 45(b)
creditors claim is actually determined, it shall receive in full satisfaction
of its claim a monetary claims equal to the actual amount expended for Other
Cleanup Obligations, plus fees and expenses, not to exceed $500,000, which shall
be treated as a Class 49 unsecured claim and shall receive shares representing
its pro rata share (determined with respect to Class 49 and 50 claimants) of the
outstanding common stock of the Reorganized AGMI; provided that distributions
to the Class 45(b) creditor shall be held by a mutually acceptable escrow agent
pending determination of ACSTAR's responsibility for the Other Cleanup
Obligations. If Bonds #5659, #5660 and #5661 for the Gold Bar property are
terminated without being called and/or there is no unsecured deficiency, the
Allowed Class 45(b) claim shall be $0 and the shares which are being held in
escrow shall remain treasury stock.
4.5 Class 47. Impaired Secured Claims of United States Fire Insurance
--------- -------------------------------------------------------
Company. Class 47 is comprised of the Allowed secured claims of United States
- --------
Fire Insurance Company which issued Bond Numbers 6101757263 and 6101757189 which
were secured by a letter of credit to secure the Debtor's cleanup obligations at
the Gold Bar property. The Class 47 Claimant has called the letter of credit.
The Class 47 claimant and the Debtor shall retain all rights, without
modification, under Bond Numbers 6101757263 and 6101757189 and the proceeds from
the letter of credit. Demand has not been made upon the Bonds, and therefore
the claims of the Class 47 creditor are contingent. To the extent that the
Bonds are called and the proceeds of the letter of credit are insufficient to
pay the allowed claims of the Class 47 Claimant in full, the Class 47 claims are
impaired and the deficiency claims shall be treated as a Class 49 unsecured
claim.
-10-
<PAGE>
4.6 Class 48. Administrative Convenience Class. Class 48 is comprised of
--------- --------------------------------
the claims of unsecured creditors with allowed claims of $1,000 or less and
unsecured creditors holding claims in excess of $1,000 electing to accept $1,000
in full payment of their claims. The Class 48 claims shall be paid in full
without interest on the Effective Date. Creditors wishing to elect to have
their claim treated under Class 48 shall make an election in writing to be
received by undersigned counsel for the Debtor on or before the due date for
tendering ballots to this Plan.
4.7 Class 49. Allowed Unsecured Claims. Class 49 is comprised of the
--------- -------------------------
Allowed Unsecured Claims against AGMI. The Allowed Class 49 creditors shall
receive:
(A) Their pro rata share of the proceeds of from the sale or joint venture
of AGMI's interests in the Gold Bar after payment of costs of sale and
after satisfaction of the Allowed Class 40, 41 and 43 Claims. The funds
shall be distributed on a Pro Rata basis between the Allowed Claims of the
Class 49 and 50 creditors who for shall be treated as one class.
(B) Their pro rata share of the common stock to be issued by the
Reorganized AGMI. The stock shall be distributed on a Pro Rata basis
between the Allowed Claims of the Class 49 and 50 creditors. For purposes
of this distribution, the Class 49 and 50 Creditors shall be treated as one
class.
(C) The Class 49 and 50 claims shall bear interest at the rate of 8
percent per annum from the Effective Date. Interest shall be payable only
if the proceeds of the sale as provided in (A) above are sufficient to pay
the Allowed Class 49 and 50 claims in full.
4.8 Class 50. Claims Held by APMI. Class 50 is comprised of the claims
--------- --------------------
held by APMI other than its claims as an interest holder treated under Class 53.
Class 50 claims arise from an inter-company payable for cash advanced to AGMI.
The allowed claim of AGMI under the Atlas Plan shall first be offset against
AGMI's obligations to APMI which will reduce the accounts receivable owed by
APMI to Atlas. The net Allowed Class 50 Claim shall be treated on a Pro Rata
basis with the Class 49 creditors and shall its pro rata share of the
distributions of proceeds of sale of AGMI's interest in the Gold Bar property
and stock issued by the Reorganized AGMI.
4.9 Class 51. Claims Held by Any Taxing Authority for Penalties Not
--------- -----------------------------------------------------
Related to Actual Pecuniary Loss. The Class 51 Claims are comprised of any
- ---------------------------------
penalty claims held by any taxing authority which are not related to actual
pecuniary loss. The allowed Class 51 claims shall be treated and paid as Class
49 general unsecured claims except the Class 51 claims shall not share in any
distribution of stock of the Reorganized Atlas.
4.10 Class 52. Late Filed Claims. Class 52 is comprised of all late
--------- ------------------
filed claims against AGMI. The Class 52 claims shall be disallowed and shall
receive no distribution under the AGMI Plan unless and until the Class 49 and 50
claims have been paid in full with interest at 8 percent per annum.
-11-
<PAGE>
4.11 Class 53. Interests of APMI. Class 53 is comprised of the interests
--------- ------------------
of APMI which holds one-hundred percent of the stock of AGMI. The interests of
the Class 53 interest holder shall be voided. The Class 53 Interest Holder
shall receive no distributions on account of its interests unless and until the
Class 49, and 50 claims have been paid in full with interest at 8% per annum.
ARTICLE V
DEFAULT AND PLAN MODIFICATION
-----------------------------
5.1 In the event of any default by the Reorganized AGMI of any payment to
any class of claimants arising under the terms of the AGMI Plan, the Reorganized
AGMI shall have thirty (30) days within which to cure any default in payments
due under this Plan after the date of issuance of written notice from any claim
holder. Written notice shall be provided to the Reorganized AGMI and to
Debtor's counsel. The notice to Debtor's counsel shall be served upon Sender &
Wasserman, P.C., 1999 Broadway, Suite 2305, Denver, Colorado 80202, unless
written notice of substitution of legal counsel is served upon the claim holder
at least fifteen (15) days prior to the date notice is sent.
5.2 In the event that the Reorganized AGMI fails to cure any default in
the requirements to make payment under the Plan, within forty-five days from the
date that written notice is sent in compliance with paragraph 5.1, the
Reorganized AGMI shall be in default under the terms of the Plan.
5.3 At any time after Confirmation of the Plan but before substantial
consummation of the Plan, the Plan may be modified upon the request of the
Reorganized AGMI, after notice and a hearing, only to the extent allowed by 11
U.S.C. (S) 1127.
ARTICLE VI
MEANS FOR THE IMPLEMENTATION AND EXECUTION OF THE PLAN
------------------------------------------------------
6.1 On or about the Effective Date, all assets of AGMI shall be
transferred to the Reorganized AGMI free and clear of all liens, claims, and
interests of creditors, equity holders, and other parties in interest, except as
otherwise provided herein. Specifically, the assets shall be transferred
subject to the stipulated treatment and liens held by Eureka County, Nevada, the
Class 43 secured creditor and any Class 41 creditor with perfected liens. The
Class 44, 45(a) 46 and 47 creditors shall retain the collateral securing their
claims. The Reorganized AGMI shall not, except as otherwise provided in this
Plan, be liable to repay any debts which accrued prior to the Confirmation Date.
Except as provided in this AGMI Plan, on the Confirmation Date AGMI shall be
granted a discharge under 11 U.S.C. (S) 1141.
6.2 On the Effective Date, AGMI shall begin implementing its Plan of
Reorganization pursuant to the terms for each class of claimants set forth above
under III and IV above. All payments under the AGMI Plan shall come from the
cash held by the Reorganized AGMI or
-12-
<PAGE>
proceeds of the sale of its interests in the Gold Bar property after costs of
sale. The Class 40 administrative expenses may be paid from advances by the
Reorganized Atlas.
6.3 The Reorganized AGMI shall distribute the proceeds from the sale,
joint venture or other agreement compensating AGMI for its interests in the Gold
Bar property, after payment of costs, in order of priority as established in
Sections III and IV above within fifteen days after the close of the calendar
quarter in which the proceeds were received.
6.4 Subject to the terms of the Stipulated Treatment of the Claims of
Eureka County, Nevada, if the Allowed Secured Claims secured by AGMI's interests
in the Gold Bar property has not been satisfied through the sale, joint venture,
exploration agreement or other agreement with respect to the property, by the
five year anniversary of the Effective Date, the injunction precluding action
against AGMI and its assets shall be lifted as of the first business day after
the five year anniversary of the Effective Date and the holders of Allowed
Secured Claims shall be entitled to pursue their state court remedies against
the collateral securing their claims.
6.5 The stock to be issued by the Reorganized AGMI to the Allowed Claims
of the Class 49 and 50 creditors shall be issued within 90 days after the
Effective Date. In determining the Pro Rata share to be distributed to
Contested Claims under Article X, the shares shall be reserved as if the
Contested Claims were allowed in full and held by the Reorganized AGMI pending
resolution of the dispute. If AGMI' objections to the claims are sustained by
Final Order, the shares shall not be issued.
6.6 The Reorganized AGMI may pursue any claims or recovery actions held by
AGMI, including but not limited to recovery under 11 U.S.C. (S)(S)544, 547, 548
and 549. The Reorganized AGMI may abandon any claim AGMI has against any third
party if it determines that the claim is burdensome or of inconsequential value
and benefit. The Reorganized AGMI is authorized to employ counsel to represent
AGMI in the litigation or any cause of action or claims held by AGMI.
6.7 All funds held by the Reorganized AGMI for distribution under the AGMI
Plan shall be held in accounts which meet the insurance and guaranty
requirements 11 U.S.C. (S)345(b).
6.8 Following the Effective Date, the Reorganized AGMI may compromise
objections to Claims or causes of action referred to in this AGMI Plan without
notice and hearing for claims or causes of action asserted in the original
amount of $5,000 or less. Settlements or compromises of any claims or causes of
action asserted in the amount of $5,000 or more shall be subject to notice and
an opportunity for hearing under the provisions after notice in compliance with
the Local Rules of Bankruptcy Procedure.
6.9 After the Effective Date, the Reorganized AGMI exercising its business
judgment may sell, operate or abandon any of its assets.
-13-
<PAGE>
6.10 AGMI shall receive a discharge only to the extent permitted by 11
U.S.C. (S) 1141 and AGMI shall be entitled to seek injunctive relief from the
Court, if necessary, to enforce any and all provisions of the Plan.
ARTICLE VII
CRAM DOWN
---------
7.1 If all of the applicable requirements for confirmation of the AGMI
Plan are met as set forth in 11 U.S.C. (S) 1129(a)(1)-(11) except Subparagraph
(8), AGMI (subject to the acceptance of the AGMI Plan by at least one class
which is impaired) hereby requests the Court confirm the AGMI Plan pursuant to
11 U.S.C. (S) 1129(b), notwithstanding the requirements of Subparagraph (8), as
the AGMI Plan is fair and equitable and does not discriminate unfairly with
respect to any dissenting, impaired class.
ARTICLE VIII
GENERAL PROVISIONS
------------------
8.1 The Reorganized AGMI shall be vested with ownership to all property
of AGMI upon the Effective Date, subject to the provisions of this Plan.
8.2 The payment of Allowed Administrative Claims and Allowed Secured
Claims shall be in exchange for all claims against AGMI and the Reorganized AGMI
and shall constitute full settlement, release, discharge, and satisfaction of
all such claims against AGMI and the Reorganized AGMI.
8.3 Nothing herein contained shall prevent AGMI from taking any action as
may be necessary to the enforcement of any cause of action which may exist on
behalf of AGMI and which may not have been enforced or prosecuted by AGMI prior
to the Effective Date.
8.4 AGMI reserves the right to modify the Plan prior to the Confirmation,
and thereafter to modify the Plan in accordance with 11 U.S.C. (S) 1127(b) and
(P) 5.2 hereunder.
8.5 AGMI reserves the right to reopen the Chapter 11 case after
Confirmation and dismissal for the purposes set forth in Article XII.
8.6 To the extent that the provisions of the Disclosure Statement are
inconsistent with the provisions of this Plan, the provisions of this Plan shall
control.
8.7 AGMI' obligation to pay the quarterly fees owing to the Office of the
United States Trustee pursuant to 28 U.S.C. (S)1930(a)(6) is a continuing
obligation which does not terminate until the Bankruptcy Case is dismissed or
converted.
-14-
<PAGE>
ARTICLE IX
PROVISION FOR ASSUMPTION OR REJECTION OF EXECUTORY CONTRACTS
------------------------------------------------------------
9.1 All unexpired leases and executory contracts between AGMI and any
other party which have not prior to the Effective Date of the AGMI Plan been
affirmatively assumed by AGMI by the filing of an appropriate motion are hereby
rejected.
ARTICLE X
PROVISION AS TO CONTESTED CLAIMS
--------------------------------
10.1 AGMI or the Reorganized AGMI may, at any time within ninety (90)
days after the Effective Date file an objection to any claim which in its
opinion should be objected to as improper, in whole or in part, regardless of
whether the claim was scheduled as disputed, contingent or unliquidated. AGMI
may further designate claims held by creditors against whom they believe actions
may be brought under Sections 544, 547, 548 or 549 of the Bankruptcy Code as
Contested Claims by sending notice in writing to the Claimant within sixty (60)
days after the Effective Date.
Upon the filing of such objection or service of said written notice, such
claim shall be considered a Contested Claim, and any cash or other instruments
or property otherwise distributable to such creditor under this AGMI Plan shall
be held by AGMI in escrow until final disposition of the objection to the claim
either by settlement or entry of a Final Order. If the claim is only contested
in part, payment shall be made to the claimant on the uncontested portion under
the provisions of Article IV and the balance shall be treated as a Contested
Claim under the provisions of Article X. If the objection is overruled or
denied, in whole or in part, or the claim is allowed by stipulation of AGMI and
the claimant, such claimant shall receive the amount of cash or property
provided in this AGMI Plan to the extent of the amount of the claim finally
allowed, including back installments.
10.2 From and after the Effective Date, the Reorganized AGMI shall
reserve and hold for the benefit of each holder of a Contested Claim cash in an
amount equal to the Pro Rata payments which would have been made to the holder
of such contested claim if it were an Allowed Claim in an amount equal to the
lesser of: (i) the amount of the Contested Claim or (ii) the amount in which the
Contested Claim shall be estimated by the Bankruptcy Court pursuant to (S) 502
of the Bankruptcy Code for purposes of allowance, which amount shall constitute
and represent the maximum amount in which such claim may ultimately become an
Allowed Claim. No payments or distributions shall be made with respect to all or
any portion of any Contested Claim pending the entire resolution thereof by
Final Order.
-15-
<PAGE>
ARTICLE XI
AMENDMENT OF ARTICLES OF INCORPORATION AND BYLAWS OF DEBTOR
-----------------------------------------------------------
AND STOCK INCENTIVE PLAN
------------------------
11.1 As may be required, the Articles and Bylaws of AGMI shall be amended
on or before the Effective Date to the extent necessary to effectuate the
provisions of the AGMI Plan, including but not limited to, reincorporating the
Reorganized AGMI under the laws of the State of Colorado, voiding its existing
common stock and issuing new common stock in compliance with the provisions of
this AGMI Plan. No fractional shares of stock shall be issued.
11.2 Board of Directors and Annual Shareholders Meeting.
The current Board of Directors shall serve until the next annual or special
meeting of shareholders, called in accordance with the Bylaws. At the annual or
special meeting, the shareholders shall elect a new Board of Directors.
ARTICLE XII
RETENTION OF JURISDICTION
-------------------------
The Court shall retain jurisdiction over this Chapter 11 case and related
core and non-core proceedings, for the following purposes:
12.1 To hear and determine any and all objections to the allowance of
claims or interests.
12.2 To determine any and all applications for allowances of compensation
and reimbursement of expenses and any other fees and expenses authorized to be
paid or reimbursed under the Code or the Plan.
12.3 To hear and determine any and all pending applications for the
rejection or assumption, or for the assumption and assignment, as the case may
be, of executory contracts or unexpired leases to which AGMI is party, and to
hear and determine any and all claims arising therefrom.
12.4 To hear and determine any and all applications, adversary
proceedings, and contested or litigated matters that may be pending on the
Effective Date or that AGMI may bring subsequent to the Effective Date or to
which AGMI may be made a party.
12.5 To consider any modifications of the AGMI Plan, to remedy any defect
or omission or reconcile any inconsistency in the AGMI Plan or in the orders of
the Bankruptcy Court, including the Order of Confirmation.
-16-
<PAGE>
12.6 To hear and determine any request under Fed. R. Bankr. P. 2004 to
allow AGMI to complete any pending investigation as to potential assets or
liabilities.
12.7 To hear and determine all controversies, suits, and disputes that may
arise in connection with the interpretation, enforcement, or consummation of the
AGMI Plan, including any disputes between the plan proponents.
12.8 To consider and act on the compromise and settlement of any claim or
cause of action by or against AGMI.
12.9 To issue orders in aid of execution of the AGMI Plan as contemplated
by (S) 1142 of the Code.
12.10 To determine such other matters as may be set forth in the Order of
Confirmation or which may arise in connection with the Plan or the Order of
Confirmation.
-17-
<PAGE>
Dated this _____ day of November, 1999.
Respectfully submitted,
DEBTORS:
Atlas Gold Mining Inc.
By:_________________________________________
Richard E. Blubaugh, Vice President
SENDER & WASSERMAN, P.C.
By:_________________________________________
Harvey Sender, #7546
John B. Wasserman, #10011
Bonnie A. Bell, #14923
Daniel J. Garfield, #26054
1999 Broadway, Suite 2305
Denver, Colorado 80202
(303) 296-1999 Telephone
(303) 296-7600 Facsimile
E-mail: [email protected]
ATTORNEYS FOR DEBTOR
<PAGE>
Exhibit 3.1
ARTICLES OF INCORPORATION
OF
ATLAS MINERALS INC.
ARTICLE I
NAME
The name of the Corporation is Atlas Minerals Inc.
ARTICLE II
AUTHORIZED CAPITAL
The aggregate number of shares of stock the Corporation is authorized to
issue is 100,000,000 shares of a class designated as common stock, $0.01 par
value, and 1,000,000 shares of a class designated as preferred stock, $0.01 par
value, and the relative rights of the shares of each class are as follows:
1. Preferred Stock. The Corporation may divide and issue the preferred
---------------
stock in series. Preferred shares of each series when issued shall be
designated to distinguish them from the shares of all other series. The Board
of Directors hereby is expressly vested with authority to divide the class of
preferred stock into series and to fix and determine the relative rights,
limitations and preferences of the shares of any such series so established to
the full extent permitted by these Articles of Incorporation and the laws of the
state of Colorado in respect of the following:
(a) The number of shares to constitute such series, and the
distinctive designations thereof;
(b) The rate and preference of any dividends and the time of payment
of any dividends, whether dividends are cumulative and the date from which any
dividends shall accrue;
(c) Whether shares may be redeemed and, if so, the redemption price
and the terms and conditions of redemption;
(d) The amount payable upon shares in event of involuntary
liquidation;
(e) The amount payable upon shares in event of voluntary liquidation;
(f) Sinking fund or other provisions, if any, for the redemption or
purchase of shares;
(g) The terms and conditions on which shares may be converted, if the
shares of any series are issued with the privilege of conversion;
(h) Voting rights, if any; and
<PAGE>
(i) Any other relative rights and preferences of shares of such
series, including without limitation any restriction on an increase in the
number of shares of any series theretofore authorized and any limitation or
restriction of rights or powers to which shares of any future series shall be
subject.
There shall be no preemptive rights with respect to any shares of preferred
stock, unless designated by the Board of Directors.
2. Common Stock.
------------
(a) The holders of common stock shall have and possess all rights as
shareholders of the Corporation except as such rights may be limited by law or
by the preferences, privileges and voting powers, and the restrictions and
limitations, of any class or series of preferred stock. All common stock, when
duly issued, shall be fully paid and nonassessable.
(b) Each shareholder of record shall have one vote for each share of
stock standing in his name on the books of the Corporation and entitled to vote,
except that in the election of directors each shareholder of common stock shall
have as many votes for each share held by him as there are directors to be
elected by the common shareholders and for whose election the shareholder has a
right to vote. Cumulative voting shall not be permitted in the election of
directors or otherwise.
(c) In the event of liquidation, dissolution or winding up of the
affairs of the Corporation, whether voluntary or involuntary, after payment or
provision for payment of all of the Company's debts and obligations and any
preferential distributions to holders of shares of any class or series of
preferred stock, the holders of shares of common stock shall be entitled to
receive, ratably in proportion to the number of shares of common stock held by
them respectively, the net assets of the Corporation.
(d) Subject to the preferential rights of the holders of shares of
any class or series of preferred stock, the holders of common stock shall be
entitled to receive, as and when declared by the Board of Directors out of funds
of the Corporation legally available therefor, such dividends (payable in cash,
stock or otherwise) as the Board of Directors may from time to time determine,
payable to shareholders of record on such dates as shall be fixed for such
purpose by the Board of Directors in advance of payment of each particular
dividend.
(e) There shall be no preemptive rights with respect to any shares of
common stock.
ARTICLE III
OFFICES AND REGISTERED AGENT
1. The street address of the registered office of the Corporation is 1675
Broadway, Denver, Colorado 80202, and the name of the registered agent at that
address is The Corporation Company. The written consent of the registered agent
to the appointment as such is stated below.
2. The address of the Corporation's principal office is 370 Seventeenth
Street, Suite 3010, Denver, Colorado 80202.
2
<PAGE>
ARTICLE IV
INCORPORATOR
The name and address of the sole incorporator is James R. Jensen, Atlas
Corporation, is 370 Seventeenth Street, Suite 3010, Denver, Colorado 80202.
ARTICLE V
PURPOSES
The Corporation shall have and may exercise all of the rights, powers and
privileges now or hereafter conferred upon corporations organized under the laws
of Colorado and may carry on any business or activity permissible under the laws
of Colorado. In addition, the Corporation may do everything necessary, suitable
or proper for the accomplishment of any of its corporate purposes. The
Corporation may conduct part or all of its business in any part of Colorado, the
United States or the world and may hold, purchase, mortgage, lease and convey
real and personal property in any of such places.
ARTICLE VI
BOARD OF DIRECTORS
1. Management. The corporate powers shall be exercised by or under the
----------
authority of, and the business and affairs of the Corporation shall be managed
under the direction of, a Board of Directors.
2. Number; Qualifications. The number of directors of the Corporation
----------------------
shall be specified in or fixed in accordance with the Bylaws of the Corporation.
Directors need not be residents of the State of Colorado or the United States or
shareholders of the Corporation. The board of directors shall be elected at the
annual meeting of the shareholders or at a special meeting called for that
purpose. Each director shall be elected to hold office until the next annual
meeting of shareholders and until the director's successor is elected and
qualified.
3. Removal. A director may be removed from office only for cause and only
-------
by (a) the affirmative vote of the holders of not less than a majority of the
number of shares of common stock then outstanding or (b) the affirmative vote of
a majority of the entire Board of Directors then in office. Except as otherwise
provided by law or fixed by, or pursuant to, the provisions of Article II hereof
----------
relating to the rights of holders of any class or series of stock having a
preference over the common stock as to voting dividends or upon liquidation or
to elect directors under specified circumstances, this paragraph 3 shall not
apply with respect to any director elected by the holders of any such class or
series having a preference.
4. Vacancies. Except as otherwise provided for or fixed by, or pursuant
---------
to, the provisions of Article II hereof relating to the rights of holders of any
----------
class or series of stock having a preference over the common stock as to voting
dividends or upon liquidation or to elect directors under specified
circumstances, newly created directorships resulting from any increase in the
number of directors and any vacancies on the Board of Directors resulting from
death, resignation, disqualification, removal or other cause shall be filled by
the affirmative vote of a majority of the remaining directors then in office,
even though less than a quorum of the Board of Directors. Any director elected
in accordance with the preceding sentence shall hold office for the remainder of
the term of the director who was replaced and until such director's successor
shall have been elected and
3
<PAGE>
qualified. No decrease in the number of directors constituting the Board of
Directors shall shorten the term of any incumbent director.
ARTICLE VII
LIMITATION ON DIRECTOR LIABILITY
A director of the Corporation shall not be personally liable to the
Corporation or to its shareholders for monetary damages for breach of fiduciary
duty as a director; except that this provision shall not eliminate or limit the
liability of a director to the Corporation or to its shareholders for monetary
damages otherwise existing for (i) any breach of the director's duty of loyalty
to the Corporation or to its shareholders; (ii) acts or omissions not in good
faith or which involve intentional misconduct or a knowing violation of law;
(iii) acts specified in Section 7-108-403 of the Colorado Business Corporation
Act, as it may be amended from time to time; or (iv) any transaction from which
the director directly or indirectly derived any improper personal benefit. If
the Colorado Business Corporation Act is hereafter amended to eliminate or limit
further the liability of a director, then, in addition to the elimination and
limitation of liability provided by the preceding sentence, the liability of
each director shall be eliminated or limited to the fullest extent permitted by
the Colorado Business Corporation Act as so amended. Any repeal or modification
of this Article VII shall not adversely affect any right or protection of a
-----------
director of the Corporation under this Article VII, as in effect immediately
-----------
prior to such repeal or modification, with respect to any liability that would
have accrued, but for this Article VII, prior to such repeal or modification.
-----------
Nothing contained herein will be construed to deprive any director of his right
to all defenses ordinarily available to a director nor will anything herein be
construed to deprive any director of any he may have for contribution from any
other director or other person.
ARTICLE VIII
CONFLICTING INTEREST TRANSACTIONS AND INDEMNIFICATION
The following provisions are inserted for the management of the business
and for the conduct of the affairs of the Corporation, and the same are in
furtherance of and not in limitation or exclusion of the powers conferred by
law.
1. Conflicting Interest Transactions.
---------------------------------
1.1 As used in this paragraph, "conflicting interest transaction"
means any of the following: (i) a loan or other assistance by the Corporation
to a director of the Corporation or to an entity in which a director of the
Corporation is a director or officer or has a financial interest; (ii) a
guaranty by the Corporation of an obligation of a director of the Corporation or
of an obligation of an entity in which a director of the Corporation is a
director or officer or has a financial interest; or (iii) a contract or
transaction between the Corporation and a director of the Corporation or between
the Corporation and an entity in which a director of the Corporation is a
director or officer or has a financial interest. "Conflicting interest
transaction" shall not include any transaction between the Corporation and
another entity that owns, directly or indirectly, all of the outstanding shares
of the Corporation or all of the outstanding shares or other equity interests of
which are owned, directly or indirectly, by the Corporation. No conflicting
interest transaction shall be void or voidable, be enjoined, be set aside, or
give rise to an award of damages or other sanctions in a proceeding by a
shareholder or by or in the right of the Corporation, solely because the
conflicting interest transaction involves a director of the Corporation or an
entity in which a director of the Corporation is a director or officer or has a
financial interest, or solely because the director is present at or participates
in the
4
<PAGE>
meeting of the Corporation's Board of Directors or of the committee of the Board
of Directors which authorizes, approves or ratifies a conflicting interest
transaction, or solely because the director's vote is counted for such purpose
if: (A) the material facts as to the director's relationship or interest and as
to the conflicting interest transaction are disclosed or are known to the Board
of Directors or the committee, and the Board of Directors or committee in good
faith authorizes, approves or ratifies the conflicting interest transaction by
the affirmative vote of a majority of the disinterested directors, even though
the disinterested directors are less than a quorum; or (B) the material facts as
to the director's relationship or interest and as to the conflicting interest
transaction are disclosed or are known to the shareholders entitled to vote
thereon, and the conflicting interest transaction is specifically authorized,
approved or ratified in good faith by a vote of the shareholders; or (C) the
conflicting interest transaction is fair as to the Corporation as of the time it
is authorized, approved or ratified by the Board of Directors, a committee
thereof, or the shareholders. Common or interested directors may be counted in
determining the presence of a quorum at a meeting of the Board of Directors or
of a committee which authorizes, approves or ratifies the conflicting interest
transaction.
2. Loans and Guaranties for the Benefit of Directors. Neither the Board
-------------------------------------------------
of Directors nor any committee thereof shall authorize a loan by the Corporation
to a director of the Corporation or to an entity in which a director of the
Corporation is a director or officer or has a financial interest, or a guaranty
by the Corporation of an obligation of a director of the Corporation or of an
obligation of an entity in which a director of the Corporation is a director or
officer or has a financial interest, until at least ten (10) days after written
notice of the proposed authorization of the loan or guaranty has been given to
the shareholders who would be entitled to vote thereon if the issue of the loan
or guaranty were submitted to a vote of the shareholders. The requirements of
this paragraph 2 are in addition to, and not in substitution for, the provisions
of paragraph 1 of this Article VIII.
------------
3. Indemnification. The Corporation shall, to the fullest extent
---------------
permitted by the Colorado Business Corporation Act, as amended from time to
time, indemnify all directors and officers of the Corporation for liabilities or
claims incurred by such directors and officers within the scope of their
services and duties to the Corporation. Expenses (including attorneys' fees)
incurred by an officer or director of the Corporation or any of its direct or
indirect wholly-owned subsidiaries in defending any civil, criminal,
administrative or investigative action, suit or proceeding, shall be paid by the
Corporation in advance of the final disposition of such action, suit or
proceeding upon receipt of an undertaking (and appropriate security or bond if
and as determined by the Board of Directors) by or on behalf of such director or
officer to repay such amount if it shall ultimately be determined that he or she
is not entitled to be indemnified by the Corporation as authorized above. In the
event that an officer or director incurs expenses (including attorneys' fees) in
connection with a successful action to enforce the above indemnification rights,
such officer or director shall be entitled to indemnification for such expenses.
The foregoing right of indemnification shall inure to each such director and
officer, whether or not he or she is such director or officer at the time such
cost or expenses are imposed or incurred, and whether or not the claim asserted
against him or her is based on matters which antedate the adoption of these
revised articles, and in the event of his or her death shall extend to his legal
representatives. Such right of indemnification shall not be exclusive of any
other rights to which such director or officer may be entitled to as a matter of
law. Such expenses (including attorneys' fees) incurred by other employees and
agents may be so paid upon such terms and conditions, if any, as the Board of
Directors deems appropriate. The Corporation shall further have the authority to
the maximum extent permitted by law to purchase and maintain insurance providing
such indemnification.
5
<PAGE>
4. Negation of Equitable Interests in Shares or Rights. Unless a person
---------------------------------------------------
is recognized as a shareholder through procedures established by the Corporation
pursuant to Section 7-107-204 of the Colorado Business Corporation Act or any
similar applicable law, the Corporation shall be entitled to treat the
registered holder of any shares of the corporation as the owner thereof for all
purposes permitted by the Colorado Business Corporation Act, including without
limitation all rights deriving from such shares, and the Corporation shall not
be bound to recognize any equitable or other claim to, or interest in, such
shares or rights deriving from such shares on the part of any other person
including without limitation, a purchaser, assignee or transferee of such
shares, unless and until such other person becomes the registered holder of such
shares or is recognized as such, whether or not the Corporation shall have
either actual or constructive notice of the claimed interest of such other
person. By way of example and not of limitation, until such other person has
become the registered holder of such shares or is recognized pursuant to Section
7-107-204 of the Colorado Business Corporation Act or any similar applicable
law, he shall not be entitled: (i) to receive notice of the meetings of the
shareholders; (ii) to vote at such meetings; (iii) to examine a list of the
shareholders; (iv) to be paid dividends or other distributions payable to
shareholders; or (v) to own, enjoy and exercise any other rights deriving from
such shares against the Corporation. Nothing contained herein will be construed
to deprive any beneficial shareholder, as defined in Section 7-113-101(1) of the
Colorado Business Corporation Act, as amended from time to time, of any right he
may have pursuant to Article 113 of the Colorado Business Corporation Act or any
similar law subsequently enacted.
ARTICLE IX
AMENDMENT
The Corporation expressly reserves the right to amend, alter, change or
repeal any provision or provisions contained in these Articles of Incorporation
or any Article contained herein in any manner or respect now or hereafter
permitted or provided by the Colorado Business Corporation Act or any similar
law subsequently enacted, and the rights of all officers, directors and
shareholders are expressly made subject to such reservation.
ARTICLE X
BYLAWS
In furtherance of and not in limitation of the powers conferred by statute,
the Board of Directors of the Corporation is expressly authorized from time to
time to make, alter, amend, supplement or repeal the Bylaws of the Corporation
in any respect, subject to the right of the shareholders entitled to vote with
respect thereto to adopt, alter, amend and repeal bylaws made by the Board of
Directors.
ARTICLE XI
EXISTENCE
The Corporation, if not dissolved, shall have perpetual existence.
6
<PAGE>
The undersigned has signed these Articles of Incorporation this ____ day of
________________, 2000.
___________________________________
James R. Jensen, Sole Incorporator
THE UNDERSIGNED CONSENTS TO THE APPOINTMENT AS THE REGISTERED AGENT.
Signature of registered agent:
THE CORPORATION TRUST COMPANY
By: ________________________________
Name: __________________________
Title: __________________________
7
<PAGE>
Exhibit 99.1
ATLAS CORPORATION NEWS RELEASE
370 Seventeenth Street, Suite 3010 NASDAQ BULLETIN BOARD
Denver, CO 80202 OTC: ATSP
ATLAS CORPORATION RECEIVES APPROVAL
FOR ITS PLAN OF REORGANIZATION
-------------------------------------------------------
DENVER, COLORADO - December 20, 1999 - Atlas Corporation announced today that
its plan of reorganization (the "Plan") has been approved by the creditors and
confirmed by the U.S. Bankruptcy Court, District of Colorado. The Plan will be
effective January 10, 2000 (the "Effective Date").
Terms of the Plan call for existing shareholders to retain 15% of the
reorganized Atlas with the remaining 85% to be divided among pre-petition
creditors (the "Creditors") and other parties in interest to the Plan. All
interests of shareholders currently holding less than 1,000 shares shall be
voided on the Effective Date and the remaining outstanding shares will be split
1 for 30, also on the Effective Date. All Atlas Corporation warrants will also
be voided on the Effective Date. The Company projects that there will be
approximately 6,000,000 shares outstanding after the reorganization.
Other terms of the Plan call for certain non-operating assets of the Company to
be sold over the next two to three years with the proceeds to be divided between
the reorganized Atlas and the Creditors. The majority of the Company's pre-
petition liabilities will be satisfied under the Plan including any future
responsibility for reclamation of the Moab, Utah uranium tailings site. The
principal remaining asset of the Company will be its wholly owned subsidiary,
Arisur Inc., which mines lead, zinc and silver in Bolivia, South America.
Gregg Shafter, President of Atlas Corporation, stated that "it is extremely
gratifying to have successfully achieved our goal of reorganization and to have
the opportunity to create value for the shareholders of the reorganized
company."
FOR FURTHER INFORMATION CONTACT:
James R. Jensen
Chief Financial Officer
(303) 629-2440
<PAGE>
EXHIBIT 99.2
Atlas Corporation
Consolidating Balance Sheet
Unaudited
December 11, 1999
<TABLE>
<CAPTION>
Atlas
Corporation Arisur Inc. Consolidated
--------------- --------------- ---------------
<S> <C> <C> <C>
ASSETS
Current assets
Cash $ 238,000 $ 2,000 $ 240,000
Accounts receivable 3,000 1,021,000 1,024,000
Inventories - 565,000 565,000
Other 1,035,000 2,000 1,037,000
--------------- --------------- ---------------
Total current assets 1,276,000 1,590,000 2,866,000
--------------- --------------- ---------------
Property, plant and equipment 5,000 5,471,000 5,476,000
Other assets 2,330,000 17,000 2,347,000
--------------- --------------- ---------------
Total assets $ 3,611,000 $ 7,070,000 $ 10,681,000
=============== =============== ===============
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities
Accounts payable and accrued liabilities $ 178,000 $ 1,011,000 $ 1,189,000
Estimated reorganization liabilities 309,000 - 309,000
Short-term debt - 2,699,000 2,699,000
--------------- --------------- ---------------
Total current liabilities 487,000 3,710,000 4,197,000
--------------- --------------- ---------------
Long-term liabilities
Long-term debt - 1,180,000 1,180,000
Estimated reorganization liabilities 1,107,000 - 1,107,000
Other long-term liabilities 169,000 450,000 619,000
--------------- --------------- ---------------
Total long-term liabilities 1,276,000 1,630,000 2,906,000
--------------- --------------- ---------------
Stockholders' equity
Common stock and paid in capital 1,848,000 1,730,000 3,578,000
Retained earnings - - -
--------------- --------------- ---------------
Total stockholders' equity 1,848,000 1,730,000 3,578,000
--------------- --------------- ---------------
Total liabilities and stockholders' equity $ 3,611,000 $ 7,070,000 $ 10,681,000
=============== =============== ===============
</TABLE>
