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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 3)*
GRANGES INC.
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(Name of Issuer)
Common Shares without par value
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(Title of Class of Securities)
386903 10 8
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(CUSIP Number)
Jerome C. Cain
Atlas Corporation
370 Seventeenth Street
Suite 3050
Denver, Colorado 80202
(303) 629-2440
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(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
October 16, 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 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
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SCHEDULE 13D
CUSIP NO. 386903 10 8
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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
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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:
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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
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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
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SIGNATURES
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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
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Jerome C. Cain
Vice President - Finance, Secretary & Treasurer
PAGE 5 OF 7
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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.
<TABLE>
<CAPTION>
NAME AND BUSINESS ADDRESS POSITION WITH ATLAS PRINCIPAL CITIZENSHIP
OCCUPATION
<S> <C> <C> <C>
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.
</TABLE>
PAGE 6 OF 7
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<TABLE>
<CAPTION>
<S> <C> <C> <C>
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
</TABLE>
PAGE 7 OF 7
