-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, QpP7iGR7w+LhBpWiOQqpSOOFbPmyshtm7yh8a1F4azyRdAkOoMHW984w8c72X9m/ s+uZJVVaL7IDffZY5P92zQ== 0000914760-02-000195.txt : 20021127 0000914760-02-000195.hdr.sgml : 20021127 20021126173238 ACCESSION NUMBER: 0000914760-02-000195 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20021127 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: CASTLE A M & CO CENTRAL INDEX KEY: 0000018172 STANDARD INDUSTRIAL CLASSIFICATION: WHOLESALE-METALS SERVICE CENTERS & OFFICES [5051] IRS NUMBER: 360879160 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-31304 FILM NUMBER: 02841586 BUSINESS ADDRESS: STREET 1: 3400 N WOLF RD CITY: FRANKLIN PARK STATE: IL ZIP: 60131 BUSINESS PHONE: 7084557111 MAIL ADDRESS: STREET 1: 3400 N WOLF RD CITY: FRANKLIN PARK STATE: IL ZIP: 60131 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: WB & CO CENTRAL INDEX KEY: 0000925756 STANDARD INDUSTRIAL CLASSIFICATION: UNKNOWN SIC - 0000 [0000] IRS NUMBER: 363854810 STATE OF INCORPORATION: IL FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: C/O SIMPSON ESTATES INC STREET 2: 30 N LASALLE SUITE CITY: CHICAGO STATE: IL ZIP: 60602 BUSINESS PHONE: 312-726-3110 MAIL ADDRESS: STREET 1: C/O SIMPSON ESTATES STREET 2: 30 N LASALLE SUITE 1232 CITY: CHICAGO STATE: IL ZIP: 60602 SC 13D/A 1 s0510413d3.txt AMENDMENT NO. 3 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 3) A. M. Castle & Co. - -------------------------------------------------------------------------------- (Name of Issuer) Common Stock, without par value - -------------------------------------------------------------------------------- (Title of Class of Securities) 148411101 - -------------------------------------------------------------------------------- (CUSIP Number) Patrick J. Herbert, III 30 North LaSalle Suite 1232 Chicago IL 60602 - -------------------------------------------------------------------------------- (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) 11/22/2002 - -------------------------------------------------------------------------------- (Date of Event which Requires Filing of this Statement) 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). SCHEDULE 13D CUSIP No. 14811101 Page 2 of 8 Pages ------------ - --------------------------------------------------------------------------- 1 NAMES OF REPORTING PERSONS S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS W. B. & Co. (General Partners: Patrick J. Herbert, III and Simpson Estates, Inc. - --------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) / / (b) /X / - --------------------------------------------------------------------------- 3 SEC USE ONLY - --------------------------------------------------------------------------- 4 SOURCE OF FUNDS 00 - --------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) / / - --------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION Illinois, USA - --------------------------------------------------------------------------- 7 SOLE VOTING POWER NUMBER OF SHARES 4,060,904 BENEFICIALLY ----------------------------------------------- OWNED BY 8 SHARED VOTING POWER EACH REPORTING ----------------------------------------------- PERSON 9 SOLE DISPOSITIVE POWER WITH ----------------------------------------------- 10 SHARED DISPOSITIVE POWER - --------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 4,060,904 (See Item 3) - --------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES / / - --------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 24.04% - --------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON PN - --------------------------------------------------------------------------- SCHEDULE 13D CUSIP No. 14811101 Page 3 of 8 Pages ------------ - --------------------------------------------------------------------------- 1 NAMES OF REPORTING PERSONS S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS Simpson Estates, Inc. - --------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) / / (b) /X / - --------------------------------------------------------------------------- 3 SEC USE ONLY - --------------------------------------------------------------------------- 4 SOURCE OF FUNDS 00 - --------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) / / - --------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION Illinois, USA - --------------------------------------------------------------------------- 7 SOLE VOTING POWER NUMBER OF SHARES BENEFICIALLY ----------------------------------------------- OWNED BY 8 SHARED VOTING POWER EACH 4,060,904 REPORTING ----------------------------------------------- PERSON 9 SOLE DISPOSITIVE POWER WITH ----------------------------------------------- 10 SHARED DISPOSITIVE POWER - --------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 4,060,904 (See Item 3) - --------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES / / - --------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 24.04% - --------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON CO - --------------------------------------------------------------------------- SCHEDULE 13D CUSIP No. 14811101 Page 4 of 8 Pages ------------ - --------------------------------------------------------------------------- 1 NAMES OF REPORTING PERSONS S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS Patrick J. Herbert, III - --------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) / / (b) /X / - --------------------------------------------------------------------------- 3 SEC USE ONLY - --------------------------------------------------------------------------- 4 SOURCE OF FUNDS 00 - --------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) / / - --------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION Illinois, USA - --------------------------------------------------------------------------- 7 SOLE VOTING POWER NUMBER OF SHARES 78,010 BENEFICIALLY ----------------------------------------------- OWNED BY 8 SHARED VOTING POWER EACH 4,931,766 REPORTING ----------------------------------------------- PERSON 9 SOLE DISPOSITIVE POWER WITH 2,509,377 ----------------------------------------------- 10 SHARED DISPOSITIVE POWER 1,021,254 - --------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 5,009,776 (See Item 3) - --------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES / / - --------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 29.66% - --------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON IN - --------------------------------------------------------------------------- {W.B. & Co.} Item 1. Security and Issuer Common Stock, no par value. The names and titles of the principal executive officer of the issuer of such common stock are as follows: G. Thomas McKane President and Chief Executive Officer Edward F. Culliton Vice President - Finance James A. Podojil Vice President - Controller Jerry M. Aufox Secretary - Legal Counsel All of the individuals named above have their principal office at 3400 North Wolf Road, Franklin Park, Illinois 60131. Item 2. Identity and Background a. W.B. & Co. b. c/o Simpson Estates, 30 North LaSalle, Suite 1232 Chicago, Illinois 60602 c. NA d. Such reporting person has not been convicted in a criminal proceeding during the last five years. e. Such reporting person has not been a party to a civil proceedings of a judicial or administrative body of competent jurisdiction during the last five years. f. Illinois, USA Item 3. Sources and Amount of Funds or Other Consideration W.B. & Co. is a nominee partnership. Shares held by the reporting person were acquired by the transferors by purchase, inheritance, or gift. On November 22, 2002, the reporting persons purchased $12 million of Series A Cumulative Convertible Preferred Stock (the "Preferred Stock") from the issuer for cash. Generally, the Preferred Stock votes on an as-if converted basis based on a per share conversion price of $6.69. The number of shares beneficially owned includes 1,793,722 shares of common stock which would be received upon conversion of the Preferred Stock into common stock of the issuer. The Preferred Stock is convertible at any time into common stock of the issuer on a per share conversion price of $6.69. Item 4. Purpose of Transaction The common stock of the issuer is being held by the reporting person for investment purposes only and the reporting person does not have any plans or proposals with respect to such common stock as enumerated in paragraphs (a) through (j) of Item 4. Item 5. Interest in Securities of the Issuer. a. 4,060,904 shares of Common Stock, 24.04% b. The two general partners, Patrick J. Herbert, III and Simpson Estates, Inc. share the power to vote the reporting person's 4,060,904 shares of Common Stock. Patrick J. Herbert, III as either the trustee, custodian, or officer for the beneficial owners of the shares held by the nominee, has the sole power to dispose of 2,509,377 shares held by the reporting person. c. None except as described herein. d. The beneficial owners of the shares held by the reporting person, which is a nominee partnership, have the right to receive dividends and profits from the sale of the Common Stock. e. NA {Simpson Estates, Inc.} Item 1. Security and Issuer Common Stock, no par value. The names and titles of the principal executive officer of the issuer of such common stock are as follows: G. Thomas McKane President and Chief Executive Officer Edward F. Culliton Vice President - Finance James A. Podojil Vice President - Controller Jerry M. Aufox Secretary - Legal Counsel All of the individuals named above have their principal office at 3400 North Wolf Road, Franklin Park, Illinois 60131. Item 2. Identity and Background a. Simpson Estates, Inc. b. 30 North LaSalle, Suite 1232 Chicago, Illinois 60602 c. NA d. Such reporting person has not been convicted in a criminal proceeding during the last five years. e. Such reporting person has not been a party to a civil proceedings of a judicial or administrative body of competent jurisdiction during the last five years. f. Illinois, USA Item 3. Sources and Amount of Funds or Other Consideration Simpson Estates, Inc. is a corporation that serves as a general partner of W.B. & Co. Shares held by the reporting person were originally acquired by the transferors by purchase, inheritance, or gift. On November 22, 2002, the reporting persons purchased $12 million of Series A Cumulative Convertible Preferred Stock (the "Preferred Stock") from the issuer for cash. Generally, the Preferred Stock votes on an as-if converted basis based on a per share conversion price of $6.69. The number of shares beneficially owned includes 1,793,722 shares of common stock which would be received upon conversion of the Preferred Stock into common stock of the issuer. The Preferred Stock is convertible at any time into common stock of the issuer on a per share conversion price of $6.69. Item 4. Purpose of Transaction The common stock of the issuer is being held by the reporting person for investment purposes only and the reporting person does not have any plans or proposals with respect to such common stock as enumerated in paragraphs (a) through (j) of Item 4. Item 5. Interest in Securities of the Issuer. a. 4,060,904 shares of Common Stock, 24.04% b. The reporting person, Simpson Estates, Inc., shares the power to vote 4,060,904 shares of Common Stock that are held by a nominee partnership of which the reporting person is a general partner. c. None except as described herein. d. The shares being reported by the reporting person are held by the reporting person as general partner in a nominee partnership. The beneficial owners of the shares have the right to receive dividends and profits from the sale of the Common Stock. e. NA {Patrick J. Herbert, III} Item 1. Security and Issuer Common Stock, no par value. The names and titles of the principal executive officer of the issuer of such common stock are as follows: G. Thomas McKane President and Chief Executive Officer Edward F. Culliton Vice President - Finance James A. Podojil Vice President - Controller Jerry M. Aufox Secretary - Legal Counsel All of the individuals named above have their principal office at 3400 North Wolf Road, Franklin Park, Illinois 60131. Item 2. Identity and Background a. Patrick J. Herbert, III b. c/o Simpson Estates, 30 North LaSalle, Suite 1232 Chicago, Illinois 60602 c. President, Simpson Estates, Inc. d. Such reporting person has not been convicted in a criminal proceeding during the last five years. e. Such reporting person has not been a party to a civil proceedings of a judicial or administrative body of competent jurisdiction during the last five years. f. Illinois, USA Item 3. Sources and Amount of Funds or Other Consideration The shares being reported are, except for those shares held directly, held by the reporting person as trustee, officer, custodian, or advisor for clients of Simpson estates, Inc. These shares were originally acquired by purchase, inheritance, or gift. On November 22, 2002, the reporting persons purchased $12 million of Series A Cumulative Convertible Preferred Stock (the "Preferred Stock") from the issuer for cash. Generally, the Preferred Stock votes on an as-if converted basis based on a per share conversion price of $6.69. The number of shares beneficially owned includes 1,793,722 shares of common stock which would be received upon conversion of the Preferred Stock into common stock of the issuer. The Preferred Stock is convertible at any time into common stock of the issuer on a per share conversion price of $6.69. Item 4. Purpose of Transaction The common stock of the issuer is being held by the reporting person for investment purposes only and the reporting person does not have any plans or proposals with respect to such common stock as enumerated in paragraphs (a) through (j) of Item 4. Item 5. Interest in Securities of the Issuer. a. 5,009,776 shares of Common Stock, 29.66% b. The reporting person, Patrick J. Herbert, III, shares the power to vote 4,931,766 shares of Common Stock. Of these shares, 4,060,904 are held by a nominee partnership of which the reporting person is a general partner. The reporting person has the sole power to vote 78,010 shares of Common Stock. The reporting person has sole dispositive power over 2,509,377 shares of Common Stock and shared dispositive power over 1,021,254 shares. The reporting person holds options to acquire 15,500 shares. These shares are included in the sole power to vote and sole power to dispose balances. c. None except as described herein. d. The shares being reported by the reporting person, except for those shares held directly, are held by the reporting person as trustee, officer, custodian, or advisor. The beneficial owners of the shares have the right to receive dividends and profits from the sale of the Common Stock. e. NA Item 6. Contracts, Agreements, Understandings or Relationships with Respect to Securities of the Issuer. Partnership Agreement. Item 7. Material to be filed as Exhibits Partnership Agreement. Signature After reasonable inquiry and to the best of my knowledge and believe, the undersigned certify that the information set forth in this statement is true, complete, and correct. /s/ Patrick J. Herbert, III --------------------------------- Date November 26, 2002 Patrick J. Herbert, III Simpson Estates, Inc. By: /s/ Patrick J. Herbert, III ------------------------------ Patrick J. Herbert, III President Signed individually and as general partners of W. B. & Co. -----END PRIVACY-ENHANCED MESSAGE-----