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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. __)
Atlas Corporation
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(Name of Issuer)
Common Stock
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(Title of Class of Securities)
049267305
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(CUSIP Number)
Steven W. Phillips, 405 W. Franklin, Tucson, AZ 85701 (520) 798-3803
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(Name, Address and Telephone Number of Person Authorized to Receive
Notices and Communications)
October 7, 1996
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(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 subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(b)(3) or (4), check the following box / /.
Check the following box if a fee is being paid with this statement /X/.
1) Name of Reporting Person. S.S. or I.R.S. Identification No. of Above
Person H.R. Shipes, SSN: ###-##-####
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2) Check the Appropriate Box if a Member of a Group
(a) n/a
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(b) n/a
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3) SEC Use Only
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4) Source of Funds Shares of Suramco Metals, Inc.
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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 United States
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Number of 7) Sole Voting Power 2,117,646
Shares Bene- ---------------------------------------------
ficially 8) Shared Voting Power
owned by -------------------------------------------
Each Report- 9) Sole Dispositive Power 2,117,646
ing Person ----------------------------------------
with 10) Shared Dispositive Power
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11) Aggregate Amount Beneficially Owned by Each Reporting Person
1,960,783
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12) Check if the Aggregate Amount in Row 11 Excludes Certain Shares /X/
13) Percent of Class Represented by Amount in Row 11 8.1387%
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14) Type of Reporting Person IN
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ITEM 1
Security and Issuer
Title of Class of Equity Security: Common Stock
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Name and Address of Issuer's Principal Executive Offices: Atlas Corporation
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370 17th Street, Suite 3050, Denver, CO 80202
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ITEM 2
Identity and Background
ITEM 2(a)
Name of Person Filing: H.R. Shipes
ITEM 2(b)
Address of Principal Business Office or, if none, Residence: 335 North Wilmot
Road, Suite 400, Tucson, Arizona 85711.
ITEM 2(c)
Present Principal Occupation or Employment and the Name, Principal Business and
Address of Corporation or Other Organization in Which Such Employment is
Conducted: Mining Executive; 335 North Wilmot Road, Suite 400, Tucson, Arizona
85711.
ITEM 2(d)
The person filing this Schedule 13D has not, during the last five years, been
convicted in a criminal proceeding.
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ITEM 2(e)
The person filing this Schedule 13D has not, during the last five years, been a
party to a civil proceeding of a judicial or administrative body of competent
jurisdiction.
ITEM 2(f)
Citizenship: United States
ITEM 3
SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
The Issuer acquired all of the outstanding shares of Suramco Metals Inc.
("Suramco"), of which the Reporting Person was the largest shareholder, pursuant
to a stock for stock transaction that was intended to qualify as a tax-free
reorganization under Internal Revenue Code Section 368(a) (1) (B) (the "Subject
Transaction"). As a holder of stock in Suramco, the Reporting Person exchanged
his Suramco Stock for the stock in Issuer described herein.
ITEM 4
PURPOSES OF TRANSACTION
The purpose of the Subject Transaction was the Issuer's acquisition of all of
the stock in Suramco.
Except as otherwise expressly noted below, the Reporting Person has no plans or
proposals which relate to or would result in any of the following:
(a) The acquisition by any person of additional securities of the
Issuer, or the disposition of securities of the Issuer; provided, however, that
the Reporting Person has received the following options to acquire additional
stock in the Issuer:
Exercise Date Option Termination
No. of Shares Price Exercisable Date
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6,667 $.8125 10/8/97 10/7/06
6,667 $.8125 10/8/98 10/7/06
6,667 $.8125 10/8/99 10/7/06
(b) An extraordinary corporate transaction, such as a merger,
reorganization or liquidation, involving the Issuer or any of its subsidiaries;
(c) A sale or transfer of a material amount of assets of the Issuer or
of any of its subsidiaries;
(d) Any change in the present board of directors or management of the
Issuer, including any plans or proposals to
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change the number or term of directors or to fill any existing vacancies on the
board;
(e) Any material change in the present capitalization or dividend
policy of the Issuer;
(f) Any other material change in the Issuer's business or corporate
structure;
(g) Changes in the Issuer's charter, bylaws or instruments corresponding
thereto or other actions which may impede the acquisition of control of the
Issuer by any person;
(h) Causing a class of securities of the Issuer to be delisted from a
national securities exchange or to cease to be authorized to be quoted in an
inter-dealer quotation system of a registered national securities association;
(i) A class of equity securities of the Issuer becoming eligible for
termination of registration pursuant to Section 12(g) (4) of the Securities Act
of 1933; or
(j) Any action similar to any of those enumerated above.
ITEM 5
INTEREST IN SECURITIES OF THE ISSUER
(a) Amount Beneficially Owned: 1,960,783 *
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(b) Percent of Class: 8.1387%
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(c) Number of shares as to which such person has:
(i) sole power to vote or to direct the vote
2,117,646 **
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(ii) shared power to vote or to direct the vote
**
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(iii) sole power to dispose or to direct the
disposition of 2,117,646
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(iv) shared power to dispose or to direct the
disposition of
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*This represents the number of shares owned in the name of the Reporting Person
and does not include 156,863 shares held in the Reporting Person's name for the
benefit of the Reporting Person's minor child under the Uniform Gift to Minor's
Act. The Reporting Person disclaims any beneficial interest in such shares.
**This number includes the 156,863 shares held in the Reporting Person's name
for the benefit of the Reporting Person's minor child under the Uniform Gift to
Minor's Act.
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ITEM 6
CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS
OR RELATIONSHIPS WITH RESPECT TO SECURITIES
OF THE ISSUER
Not Applicable
ITEM 7
MATERIAL TO BE FILED AS EXHIBITS
Not Applicable
Signature
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
10-25-96
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Date
/s/ H.R. Shipes
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Signature
H.R. Shipes
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Name/Title
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