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This Schedule 13D Amendment No. 1 (this “Amendment No. 1”) relates to the shares of common stock, par value $0.01 per share (“Common Stock”) of A. M. Castle & Co., a Maryland corporation (the “Company”), which has its principal executive offices at 1420 Kensington Road, Suite 220, Oak Brook, Illinois 60523. Except as otherwise set forth herein, this Amendment No. 1 does not modify any of the information previously reported by the Reporting Persons in the Schedule 13D as amended to date.

Item 4.  Purpose of Transaction.

Item 4 is hereby amended and restated in its entirety as follows:

The Reporting Persons initially acquired shares of Common Stock upon extinguishment of certain debt obligations of the Company in its Chapter 11 bankruptcy reorganization and the cancellation and extinguishment of the Company’s prior common stock and issuance of the Common Stock to the Reporting Persons in 2017.

On February 27, 2020, Wolverine Flagship Trading Limited (“Flagship”) entered into a support and exchange agreement (the “Support Agreement”) with the Company pursuant to which Flagship agreed, in connection with the Company’s future exchange offer and consent solicitation (the “Exchange Offer”), to tender its 5.00%/7.00% Convertible Senior PIK Toggle Notes due 2022 issued by the Company (the “Old Notes”) in exchange for the Company’s 3.00%/5.00% Convertible Senior PIK Toggle Notes due 2024 (the “New Notes”) and shares of Common Stock, and to consent to certain proposed amendments to the terms of the Old Notes. The New Notes will be convertible into shares of Common Stock at the option of holders.

The summary of the Support Agreement set forth above does not purport to be complete and is qualified in its entirety by reference to the full text of the form of such agreement, a copy of which is filed as Exhibit 10.1 of the Current Report on Form 8-K filed by the Company on February 27, 2020 (File No. 1-5415) and is incorporated by reference herein as Exhibit 6 hereto.

If the Exchange Offer is completed, the Company has agreed to call a special meeting of stockholders (or consider such matters at its upcoming annual meeting of stockholders) to be held as soon as reasonably practicable for stockholders of record as of a date occurring on or after the closing date of the Exchange Offer (which will include holders of Old Notes who receive shares of Common Stock in the Exchange Offer) to consider the following matters: (1) a proposal to amend the Company’s articles of amendment and restatement to increase the number of shares of Common Stock authorized for issuance, in order to provide a sufficient number of authorized shares of Common Stock for the issuance of shares upon conversion of the New Notes, (2) a proposal to amend the Company’s articles of amendment and restatement to effect a reverse stock split of shares of the Common Stock; and (3) any other matters properly brought before the meeting.

 

The Reporting Persons have engaged and may continue to engage in discussions with management, the Company’s board of directors, other stockholders and creditors of the Company and other relevant parties, including representatives of any of the foregoing, concerning the Reporting Persons’ investment in the Company, including, without limitation, matters concerning the business, operations, governance, board composition, director candidates, management, capitalization (including, without limitation, implementing a share buyback program involving open market purchases, private transactions and/or some form of tender offer) and strategic plans of the Company.  The Reporting Persons intend to engage in discussions with other current or prospective holders of the Common Stock and/or other equity, debt, notes, instruments or securities, or rights convertible into or exchangeable or exercisable for Common Stock or such other equity, debt, notes, instruments or securities of the Company. The Reporting Persons may exchange information with any persons pursuant to appropriate confidentiality or similar agreements or otherwise, work together with any persons pursuant to joint agreements or otherwise, propose changes in the business, operations, governance, board composition, director candidates, management, capitalization (including, without limitation, implementing a share buyback program involving open market purchases, private transactions and/or some form of tender offer) or strategic plans of the Company, or propose or engage in one or more other actions set forth under subparagraphs (a)-(j) of Item 4 of Schedule 13D. The Reporting Persons may also take steps to explore or prepare for various plans, proposals or actions, or propose transactions, regarding any of the foregoing matters, before forming an intention to engage in any such plans, proposals or actions or proceed with any such transactions.

The Reporting Persons intend to review their investment in the Company on a continuing basis.  Depending on various factors, including, without limitation, the outcome of any discussions referenced above, the financial position and strategic direction, actions taken by management or the board of directors of the Company, price levels of the Common Stock, other investment opportunities available to the Reporting Persons, conditions in the securities market and general economic and industry conditions, the Reporting Persons may in the future take such actions with respect to their investment in the Company as they deem appropriate, including, without limitation, proposing or nominating director candidates to the board of directors of the Company, proposing changes in the operations, governance, capitalization (including, without limitation, implementing a share buyback program involving open market purchases, private transactions and/or some form of tender offer), use of capital, financial metrics, capital allocations, corporate structure, including acquisitions or dispositions of the Company, purchasing additional, or selling some or all of, their shares of Common Stock, engaging in short selling of or any hedging or similar transactions with respect to the shares of Common Stock and/or otherwise changing their intention with respect to any and all matters referred to in Item 4 of Schedule 13D.  The Reporting Persons may, at any time and from time to time, review or reconsider their position and/or change their purpose and/or formulate plans or proposals with respect to their investment in the Common Stock.

 

 

Except as set forth herein, the Reporting Persons have no present plan or proposal that would relate to or result in any of the matters set forth in subparagraphs (a)-(j) of Item 4 of Schedule 13D.

Item 5.  Interest in Securities of the Issuer.

Item 5 is hereby amended and restated in its entirety as follows:

The aggregate percentage of Common Stock reported owned by each Reporting Person is based upon 3,649,658 shares of Common Stock outstanding as of February 24, 2020, which was reported in the Company’s Form 10-K filed with the Securities and Exchange Commission on February 27, 2020.

(a)	As of the date hereof, WAM, as the investment manager of Flagship, may be deemed the beneficial owner of the 70,905 shares of Common Stock owned by Flagship, constituting 1.9% of the outstanding shares of Common Stock.

WAM has the sole power to vote or direct the vote of 0  shares of Common Stock; has the shared power to vote or direct the vote of 70,905 shares of Common Stock; has the sole power to dispose or direct the disposition of 0 shares of Common Stock; and has the shared power to dispose or direct the disposition of 70,905 shares of Common Stock.

As of the date hereof, WH, as the sole member and manager of WAM, may be deemed the beneficial owner of the 70,905 shares of Common Stock owned by WAM, constituting 1.9% of the outstanding shares of Common Stock.

WH has the sole power to vote or direct the vote of 0 shares of Common Stock; has the shared power to vote or direct the vote of 70,905 shares of Common Stock; has the sole power to dispose or direct the disposition of 0 shares of Common Stock; and has the shared power to dispose or direct the disposition of 70,905 shares of Common Stock.

As of the date hereof, WTP, as the sole general partner of WH, may be deemed the beneficial owner of the 70,905 shares of common stock owned by WAM, constituting 1.9% of the outstanding shares of Common Stock.

WTP has the sole power to vote or direct the vote of 0 shares of Common Stock; has the shared power to vote or direct the vote of 70,905 shares of Common Stock; has the sole power to dispose or direct the disposition of 0 shares of Common Stock; and has the shared power to dispose or direct the disposition of 70,905 shares of Common Stock.

As of the date hereof, Mr. Gust, a controlling shareholder of WTP, may be deemed the beneficial owner of the 70,905 shares of Common Stock owned by WAM, constituting 1.9% of the outstanding shares of Common Stock.

 

Mr. Gust has the sole power to vote or direct the vote of 0 shares of Common Stock; has the shared power to vote or direct the vote of 70,905 shares of Common Stock; has the sole power to dispose or direct the disposition of 0 shares of Common Stock; and has the shared power to dispose or direct the disposition of 70,905 shares of Common Stock.

As of the date hereof, Mr. Bellick, a controlling shareholder of WTP, may be deemed the beneficial owner of the 70,905 shares owned by WAM, constituting 1.9% of the outstanding shares of Common Stock.

Mr. Bellick has the sole power to vote or direct the vote of 0 shares of Common Stock; has the shared power to vote or direct the vote of 70,905 shares of Common Stock; has the sole power to dispose or direct the disposition of 0 shares of Common Stock; and has the shared power to dispose or direct the disposition of 70,905 shares of Common Stock.

Because of the relationship between the Reporting Persons and the other stockholders of the Company party to the Stockholders Agreement, the Reporting Persons may be deemed, pursuant to Rule 13d-3 under the Act, to beneficially own a total of 2,297,722 shares of Common Stock, which represents the aggregate number of shares of Common Stock beneficially owned by the parties to the Stockholders Agreement and 63.0% of the total number of outstanding shares of Common Stock.

(c)	Information with respect to all transactions in the shares beneficially owned by the Reporting Persons that were effected during the past sixty days is set forth in Item 4.

(d)

None.

(e)	Not applicable.

Item 6.  Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.

Item 6 is hereby amended to add the following:

The Reporting Person’s response to Item 4 is incorporated by reference into this Item 6.

As of the date of this Amendment No. 1, the Reporting Persons held $9,967,379 in aggregate principal amount of the Old Notes.

Pursuant to Rule 13d-1(k) promulgated under the Exchange Act, the Reporting Persons have entered into an agreement with respect to the joint filing of this Schedule 13D and any amendment or amendments thereto (the “Joint Filing Agreement”). The Joint Filing Agreement is attached hereto as Exhibit 5 and incorporated herein by reference.

 

Item 7.  Material to Be Filed as Exhibits.

Item 7 is hereby amended to add the following exhibits:

 

SIGNATURE

 

 

Dated: March 2, 2020

 

 

 

 

 

 

EXHIBIT 5

JOINT FILING AGREEMENT

The undersigned acknowledge and agree that the foregoing statement on Schedule 13D is filed on behalf of each of the undersigned and that all subsequent amendments to this statement on Schedule 13D shall be filed on behalf of each of the undersigned without the necessity of filing additional joint acquisition statements.  The undersigned acknowledge that each shall be responsible for the timely filing of such amendments, and for the completeness and accuracy of the information concerning him, her or it contained herein, but shall not be responsible for the completeness and accuracy of the information concerning the other entities or persons, except to the extent that he, she or it knows or has reason to believe that such information is accurate.

Dated:  March 2, 2020

 

 

 

 

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