SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
(Final Amendment)
Under the Securities Exchange Act of 1934
Atlas Minerals Inc.
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(Name of Issuer)
Common Stock, $0.01 par value
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(Title of Class of Securities)
049371-10-7
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(CUSIP Number)
Karen M. McLaughlin, Esq.
Frost Brown Todd LLC
2200 PNC Center, 201 East Fifth Street
Cincinnati, Ohio 45202
(513) 651-6199
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(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
December 3, 2003
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(Date of Event Which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13D to report
the acquisition that is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following
box.
[ ]
NOTE: Schedules filed in paper format shall include a signed original and five
copies of the schedule, including all exhibits. See Rule 240.13d-7 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 the
disclosures provided in a prior cover page.
The information required in 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).
1 NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
Pacholder Associates, Inc.
31-1089398
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a) [ ]
(b) [ ]
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3 SEC USE ONLY
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4 SOURCE OF FUNDS (See Instructions)
00
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5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e) [ ]
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
Ohio
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NUMBER OF SHARES 7 SOLE VOTING POWER: 0 shares
BENEFICIALLY OWNED BY -----------------------------------------------
EACH REPORTING 8 SHARED VOTING POWER: 0 shares
PERSON WITH -----------------------------------------------
9 SOLE DISPOSITIVE POWER: 0 shares
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10 SHARED DISPOSITIVE POWER: 0 shares
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0 shares
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES (See Instructions) [ ]
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.0%
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14 TYPE OF REPORTING PERSON (See Instructions)
IA
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ITEM 1. SECURITY AND ISSUER
This statement relates to the common stock, $0.01 par value per share (the
"Common Stock"), of Atlas Minerals Inc., a Colorado corporation (the "Issuer").
The Issuer's principal executive offices are located at 10920 W. Alameda Avenue,
Suite 205, Lakewood, Colorado 80226.
ITEM 2. IDENTITY AND BACKGROUND
The person filing this statement is Pacholder Associates, Inc. ("Pacholder"), a
registered investment adviser whose principal executive offices are at 8044
Montgomery Road, Suite 480, Cincinnati, Ohio 45236.
During the last five years, Pacholder has not been convicted in a criminal
proceeding (excluding traffic violations or similar misdemeanors) or been a
party to a civil proceeding or administrative body of competent jurisdiction as
a result of which Pacholder is or was subject to a judgment, decree or final
order enjoining future violations of, or prohibiting or mandating activities
subject to, federal or state securities laws or finding any violation with
respect to such laws.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
Not applicable.
ITEM 4. PURPOSE OF TRANSACTION
Not applicable.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
(a) and (b)
As of the date of this filing, Pacholder does not own of record or beneficially
any shares of the common stock of the Issuer.
(c) During the past 60 days, Pacholder engaged in the following
transactions with respect to the common stock of the Issuer through a
broker in open market transactions.
DATE OF TRANSACTION # OF SHARES PRICE PER SHARE
November 21, 2003 38,326 shares $0.2473
December 1, 2003 16,500 shares $0.2000
December 2, 2003 7,000 shares $0.2100
December 3, 2003 375,000 shares $0.1600
December 3, 2003 25,000 shares $0.1980
(d) Pacholder sold these shares as agent for Pension Benefit Guaranty
Corporation.
(e) On December 3, 2003, Pacholder ceased to be the beneficial owner of
more than 5% of the Issuer's common stock.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT
TO SECURITIES OF THE ISSUER
None.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS
None.
SIGNATURES
After reasonable inquiry and to the best of the undersigned's
knowledge and belief, the undersigned certifies that the information set forth
in this statement is true, complete and correct.
PACHOLDER ASSOCIATES, INC.,
as agent for the
PENSION BENEFIT GUARANTY
CORPORATION,
as trustee for
ATLAS CORPORATION
PENSION PLAN
Dated: December 8, 2003 By: /s/ David A. Groshoff
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Name: David A. Groshoff
Title: Senior Vice President,
Associate General Counsel
and Compliance Officer,
Pacholder Associates,
Inc., Agent for Pension
Benefit Guaranty
Corporation