UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934, as amended
(Amendment No. 1)
ATLAS CORPORATION
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(Name of Issuer)
Common Stock
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(Title or Class of Securities)
049267-30-5
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(CUSIP Number)
Vincent J. Catalano
2030 West Clybourn Street
Milwaukee, Wisconsin 53233
(414) 933-8555
------------------------------------------------
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
October 7, 1998
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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 [ ].
* 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 disclosures 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.
<PAGE>
Schedule 13D
CUSIP No. 049267-30-5 Page 2 of 5 pages
1. NAME OF REPORTING PERSON
Vincent J. Catalano
S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
###-##-####
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [ ]
(b) [ ]
3. SEC USE ONLY
4. SOURCE OF FUNDS
PF
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e)
[ ]
6. CITIZENSHIP OR PLACE OF ORGANIZATION
U.S.A.
7. SOLE VOTING POWER 2,270,013
8. SHARED VOTING POWER 0
9. SOLE DISPOSITIVE POWER 2,270,013
10. SHARED DISPOSITIVE POWER 0
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,270,013
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES
[ ]
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN (11)
8.3%
14. TYPE OF REPORTING PERSON
IN
<PAGE>
Schedule 13D
CUSIP NO. 049267-30-5 Page 3 of 5 pages
ITEM 1. SECURITY AND ISSUER.
This Statement relates to 2,270,013 shares of
Common Stock of Atlas Corporation, a Delaware
corporation (the "Company"). The principal executive
offices of the Company are located at 370 Seventeenth
Street, Suite 3140, Denver, Colorado 80202.
ITEM 2. IDENTITY AND BACKGROUND.
(a) and (b) This Statement is being filed by Mr.
Vincent J. Catalano, whose business address is 2030
West Clybourn Street, Milwaukee, Wisconsin 53233.
(c) Present Principal Occupation. Semi-retired
grocer.
(d) and (e) During the five years immediately
prior to the date of this Statement, Mr. Catalano has
not been convicted of a criminal proceeding (excluding
traffic violations or similar misdemeanors), nor has
Mr. Catalano been a party to any civil proceeding of a
judicial or administrative body of competent
jurisdiction and as a result of such proceeding become
subject to a judgment, decree or final order enjoining
future violations of, or prohibiting or mandating
activities subject to, federal or state or securities
laws or finding any violation with respect to such
laws.
(f) Mr. Catalano is a citizen of the United
States of America.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
On October 7, 1998 and October 8, 1998 Mr.
Catalano paid with personal funds approximately $81,000
to purchase 900,000 shares of Company Common Stock.
ITEM 4. PURPOSE OF TRANSACTION.
Mr. Catalano acquired the securities reported
hereby for investment purposes. Mr. Catalano currently
has no plans or proposals of the nature set forth in
Items 4(a)-(j) of Schedule 13D.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
(a) Mr. Catalano beneficially owns an aggregate
of 2,270,013 shares of Company Common Stock,
representing approximately 8.3% of the total
number of the issued and outstanding shares of
Common Stock of the Company (based on information
contained in the Company's quarterly report on Form
10-Q for the period ending June 30, 1998).
(b) Mr. Catalano has sole power to direct the
voting of 2,270,013 shares of Company Common
Stock; shared power to direct the voting of no shares
of Company Common Stock; sole power to direct the
disposition of 2,270,013 shares of Company Common
Stock; and shared power to direct the voting of no
shares ofCompany Common Stock.
<PAGE>
(c) Since October 2, 1998 (Mr. Catalano's most
recent filing on Schedule 13D), Mr. Catalano
purchased Company Common Stock in the open market
as set forth below:
Price per
Share
Date No. of Shares (including
Purchased $0.01 per
share
Commission)
10/7/98 700,000 $0.09
10/8/98 200,000 $0.09
(d) No person other than Mr. Catalano has the
right to receive or the power to direct the
receipt of dividends from, or the proceeds from
the sale of the securities owned.
(e) Not applicable.
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.
<PAGE>
Schedule 13D
CUSIP NO. 049267-30-5 Page 5 of 5 pages
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.
October 9, 1998 /s/ Vincent J. Catalano
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Vincent J. Catalano
