-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, WX4MAeOi/9nR4gBnni3/H4QQ/mUZZxwtqS5Kvo9tLQ3x82kmvxfHxSZY2jalZYlx MQ5eqFYqNi2VlEdNJIgsRw== 0000927356-96-000936.txt : 19961021 0000927356-96-000936.hdr.sgml : 19961021 ACCESSION NUMBER: 0000927356-96-000936 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19961018 SROS: AMEX SROS: NYSE SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: GRANGES INC CENTRAL INDEX KEY: 0000783324 STANDARD INDUSTRIAL CLASSIFICATION: GOLD & SILVER ORES [1040] IRS NUMBER: 000000000 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D SEC ACT: 1934 Act SEC FILE NUMBER: 005-47163 FILM NUMBER: 96645519 BUSINESS ADDRESS: STREET 1: 370 SEVENTEENTH ST STREET 2: STE 3000 CITY: DENVER STATE: CO ZIP: 80202 BUSINESS PHONE: 3036292450 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: ATLAS CORP CENTRAL INDEX KEY: 0000008302 STANDARD INDUSTRIAL CLASSIFICATION: GOLD & SILVER ORES [1040] IRS NUMBER: 135503312 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: 370 SEVENTEENTH ST STREET 2: STE 3150 CITY: DENVER STATE: CO ZIP: 80202 BUSINESS PHONE: 3038251200 MAIL ADDRESS: STREET 1: 370 SEVENTEENTH STREET STREET 2: STE 3150 CITY: DENVER STATE: CO ZIP: 80202 SC 13D 1 SCHEDULE 13-D UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 3)* GRANGES INC. ------------------------------------------------ (Name of Issuer) Common Shares without par value ------------------------------------------------ (Title of Class of Securities) 386903 10 8 ------------------------------- (CUSIP Number) Jerome C. Cain Atlas Corporation 370 Seventeenth Street Suite 3050 Denver, Colorado 80202 (303) 629-2440 ------------------------------------------------ (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) October 16, 1996 ------------------------------- (Date of Event which Requires Filing of this Statement) If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1 (b)(3) or (4), check the following box (P). Check the following box if a fee is being paid with the statement (P). (A fee is not required only if the reporting person: (1) has a previous statement on file reporting beneficial ownership of more than five percent of the class of securities described in Item 1; and (2) has filed no amendment subsequent thereto reporting beneficial ownership of less than five percent of such class.) (See Rule 13d-7) Note: Six copies of this statement, including all exhibits, should be filed with the Commission. See Rule 13d-1(a) for other parties to whom copies are to be sent. *The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosure provided in a prior cover page. The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes). Exhibit Index: Page 4 PAGE 1 OF 7 SCHEDULE 13D CUSIP NO. 386903 10 8 ---------------- 1 Name of Reporting Person S.S. or I.R.S. Identification No. of Above Person ATLAS CORPORATION 13-550312 2 Check the Appropriate Box If a Member of a Group* a. (P) b. (P) 3 SEC Use Only 4 Source of Funds* N/A 5 Check Box If Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) (P) 6 Citizenship or Place of Organization DELAWARE 7 Sole Voting Power Number of 8,474,576 Shares Beneficially 8 Shared Voting Power Owned By Each Reporting 9 Sole Dispositive Power Person 8,474,576 With 10 Shared Dispositive Power 11 Aggregate Amount Beneficially Owned by Each Reporting Person 8,474,576 12 Check Box If the Aggregate Amount in Row (11) Excludes Certain Shares* (P) 13 Percent of Class Represented By Amount in Row (11) 15.1% 14 Type of Reporting Person* CO *SEE INSTRUCTIONS BEFORE FILLING OUT PAGE 2 OF 7 ITEM 1. Security and Issuer. ------------------- This Amendment No. 3 to Schedule 13D filed by Atlas Corporation ("Atlas" or the "Company") relates to the Common Shares, no par value (the "Common Shares") of Granges Inc., a corporation organized under the laws of British Columbia, Canada (the "Issuer"). It amends and supplements the Schedule 13D (the "Schedule 13D") filed by Atlas dated August 24, 1994, as amended by Amendment No. 1 thereto ("Amendment No. 1") filed by Atlas dated March 23, 1995 and Amendment No. 2 thereto ("Amendment No. 2") filed April 29, 1996. Except as otherwise indicated, all defined terms shall have the meaning ascribed to such terms in the Schedule 13D, Amendment No. 1 and Amendment No. 2. The address of the principal executive offices of the Issuer is 370 Seventeenth Street, Suite 3000, Denver, Colorado 80202. ITEM 2. Identity and Background ----------------------- Item 2 is hereby amended by adding the following information supplementing the information contained therein: Relationship Between Atlas and the Issuer: - ----------------------------------------- On August 16, 1996 Atlas Corporation entered into an agreement with Issuer and Da Capo Resources Ltd.("Da Capo") providing for the amalgamation ("Amalgamation") of the Issuer and Da Capo to become effective under the provisions of the British Columbia Company Act. Under the Amalgamation, each issued and outstanding common share of Granges will be exchanged for one common share in the capital of the amalgamated company ("Amalco") and each issued and outstanding share of Da Capo will be exchanged for two common shares in the capital of Amalco. The agreement sets forth the terms and conditions of the agreement of Atlas Corporation: (i) to support the Amalgamation; (ii) to vote its common shares in Granges in favor of the Amalgamation; and (iii) to abide by certain restrictions and covenants set forth therein. Atlas agreed to the following commitments in regards to the Amalgamation: (a) not to take any steps, directly or indirectly, which may in any way adversely affect the contemplated transaction; (b) not to solicit, initiate or encourage submissions, proposals or offers from any other person, entity or group relating to, or facilitate or encourage any effort or attempt with respect to, the acquisition or disposition of all or any substantial part of the issued or unissued shares of Granges or Da Capo; and (c) to use all reasonable efforts to assist Granges and Da Capo to complete the transaction. In consideration of such support Granges agreed to the following: (a) to use all reasonable efforts to assist Atlas in reducing the number of Granges shares pledged by Atlas as security for the 7% Exchangeable Debentures due October 25, 2000 issued by Atlas; (b) to negotiate in good faith an amendment to the Gold Bar Joint Venture Agreement between Granges and Atlas consistent with discussions between Granges and Atlas immediately prior to the signing of this agreement; (c) to file and use its best efforts to cause to become effective not later than November 30, 1996 all registration statements and other filings (federal, providential or state) and shall deliver or cause to be delivered such certificates and opinions as shall be necessary on the part of Granges to enable the Shareholder to dispose of its common shares of Granges on the Toronto Stock Exchange and American Stock Exchange or otherwise in Canada or the United States without any restriction of any kind whatsoever under applicable securities laws and to maintain, in the case of any registration statement filed with the U.S. Securities and Exchange Commission, the effectiveness of such registration statement and other applicable filings until at lease December 31, 2000 with the costs incurred by Granges in connection with the aforesaid matters to be borne PAGE 3 OF 7 by Granges; (d) to cause Michael B. Richings, President and Chief Executive Officer of Granges Inc., to resign, if and when requested by Atlas from the Atlas Board of Directors; and (e) to reimburse promptly all expenses (other than brokerage commissions or underwriting fees) incurred by Atlas in connection with this Agreement, the Amalgamation or any of subparagraphs (a) to (d) directly above. ITEM 4. Purpose of Transaction. ---------------------- Item 4 is hereby amended by adding the following information supplementing the information contained therein: Atlas today sold 4,240,324 of the 12,714,900 common shares of Granges held by Atlas, constituting all of the common shares of Granges held by Atlas which are not subject to pledge. The sale, which was made to number of Canadian institutional purchasers, was effected at an sales price of Cdn$1.80 per share. In the foresaid sale, Granges signed a waiver of the August 16, 1996 agreement (referred to in Item 2 above), in so far as such agreement would have prohibited the disposition by Atlas on any Common Shares of Granges prior to the amalgamation of Granges and Da Capo. ITEM 5. Interest in Securities of the Issuer ------------------------------------ Item 5 is hereby amended by replacing it, in its entirety, with the following: Following the sale referred to in Item 4 above, Atlas is the direct beneficial owner and has sole power to vote and dispose of 8,474,576 Common Shares of the Issuer which represents 15.1% of the Common Shares issued and outstanding (based upon 55,881,461 Common Shares currently issued and outstanding, as reported by the Issuer to Atlas on October 9, 1996). Except for the transactions described above, there have been no transactions in the Common Shares of the Issuer by Atlas or any of the executive officers or directors identified in Schedule A hereto during the 60 days preceding the filing of this Statement. ITEM 7. Material to be Filed as Exhibits. -------------------------------- None PAGE 4 OF 7 SIGNATURES ---------- After reasonable inquiry and to the best of my knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct. Dated: ATLAS CORPORATION By: /s/ Jerome C. Cain ----------------------------------------------- Jerome C. Cain Vice President - Finance, Secretary & Treasurer PAGE 5 OF 7 SCHEDULE A ATLAS CORPORATION DIRECTORS AND EXECUTIVE OFFICERS Unless otherwise indicated, the address of each individual listed is: Atlas Corporation, Republic Plaza, 370 Seventeenth Street, Suite 3050, Denver, Colorado 80202.
NAME AND BUSINESS ADDRESS POSITION WITH ATLAS PRINCIPAL CITIZENSHIP OCCUPATION Michael Richings Director President, Chief U.S. 370 Seventeenth Street Executive Officer and Suite 3000 Director, Granges, Denver, Colorado 80202 Inc. (mining company) David P. Hall Director President and Chief Canada 1414-700 West Georgia St. Executive Officer, Vancouver, British Columbia Aurizon Mines Ltd. V6E 2K3 (mining company) Douglas R. Cook Director President, U.S. 2485 Greensboro Drive Cook Ventures Inc. Reno, Nevada 89509 (geological consulting firm) C. Thomas Ogryzlo Director President and Chief Canada 2200 Lakeshore Blvd. West Operating Officer, Toronto, Ontario M8V 1A4 Kilborn SNC-Lavalin Inc. James H. Dunnett Director and non-executive Director, Endeavour Canada 1111 West Georgia St. chairman Financial Inc. Suite 404 (investment banking Vancouver, British Columbia firm) V6E 4M3 H. R. Shipes Director President, Arimetco U.S. 335 North Wilmot Road International Inc. Suite 410 (mining company) Tucson, AZ 85711 Mario Caron Director Same Canadian Gary E. Davis Director and President Same U.S.
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NAME AND BUSINESS ADDRESS POSITION WITH ATLAS PRINCIPAL OCCUPATION CITIZENSHIP Richard E. Blubaugh Vice-President, Same U.S. Environmental and Governmental Affairs Gregg B. Shafter Vice-President, Project Same U.S. Development James R. Jensen Controller and Principal Same U.S. Accounting Officer Jerome C. Cain Vice President - Finance, Same U.S. Secretary & Treasurer
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