a05104_sc13da6.htm

0000914760-13-000030.txt : 20130301 0000914760-13-000030.hdr.sgml : 20130301 20130301153654 ACCESSION NUMBER: 0000914760-13-000030 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20130301 DATE AS OF CHANGE: 20130301 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: MD FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-31304 FILM NUMBER: 13657315 BUSINESS ADDRESS: STREET 1: 1420 KENSINGTON ROAD STREET 2: SUITE 220 CITY: OAK BROOK STATE: IL ZIP: 60523 BUSINESS PHONE: 8474557111 MAIL ADDRESS: STREET 1: 1420 KENSINGTON ROAD STREET 2: SUITE 220 CITY: OAK BROOK STATE: IL ZIP: 60523 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 a05104_sc13da6.htm AMENDMENT NO. 6 a05104_sc13da6.htm

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 6)*

A.M. Castle & Co.

(Name of Issuer)

Common Stock, no par value

(Title of Class of Securities)

148411101

(Cusip Number)

Patrick J. Herbert, III

30 N. LaSalle Street

Suite 1232

Chicago, IL 60602

(312) 726-3110

(Name, Address and Telephone Number of Person

Authorized to Receive Notices and Communications)

February 27, 2013

(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 that is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), 240.13d-1(f) or 240.13d-1(g), 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 (however, see the Notes).

SCHEDULE 13D

CUSIP No. 148411 10 1

Names of Reporting Persons:

I.R.S. Identification Nos. of Above Persons (entities only):

W. B. & Co.

(General Partners: Patrick J. Herbert, III and Reuben S. Donnelley)

2. Check the Appropriate Box if a Member of a Group (See Instructions):

(a) / /

(b) /x/

3. SEC Use Only:

4. Source of Funds (See Instruction):

5. Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e):/ /

6. Citizenship or Place of Organization:

Illinois

7. Sole Voting Power:

-0-

Number of Shares

Beneficially 8. Shared Voting Power:

Owned by 4,243,753

Each

Reporting 9. Sole Dispositive Power:

Person -0-

With

10. Shared Dispositive Power:

-0-

11. Aggregate Amount Beneficially Owned by Each Reporting Person:

4,243,753 (See Item 3)

12.

Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions):

/ /

13. Percent of Class Represented by Amount in Row (11):

18.4% based on 23,098,184 shares of Common Stock outstanding as of October 29, 2012.

14. Type of Reporting Person (See Instructions):

CUSIP No. 148411 10 1

Names of Reporting Persons:

I.R.S. Identification Nos. of Above Persons (entities only):

Patrick J. Herbert, III

2. Check the Appropriate Box if a Member of a Group (See Instructions):

(a) / /

(b) /x/

3. SEC Use Only:

4. Source of Funds (See Instruction):

5. Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e):/ /

6. Citizenship or Place of Organization:

Illinois

7. Sole Voting Power:

162,947

Number of Shares

Beneficially 8. Shared Voting Power:

Owned by 5,114,615

Each

Reporting 9. Sole Dispositive Power:

Person 3,519,921

With

10. Shared Dispositive Power:

919,145

11. Aggregate Amount Beneficially Owned by Each Reporting Person:

5,277,562 (See Item 3)

12.

Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions):

/ /

13. Percent of Class Represented by Amount in Row (11):

22.8% based on 23,098,184 shares of Common Stock deemed outstanding as of October 29, 2012.

14. Type of Reporting Person (See Instructions)

CUSIP No. 148411 10 1

Names of Reporting Persons:

I.R.S. Identification Nos. of Above Persons (entities only):

Reuben S. Donnelley

2. Check the Appropriate Box if a Member of a Group (See Instructions):

(a) / /

(b) /x/

3. SEC Use Only:

4. Source of Funds (See Instruction):

5. Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e):/ /

6. Citizenship or Place of Organization:

Illinois

7. Sole Voting Power:

13,404

Number of Shares

Beneficially 8. Shared Voting Power:

Owned by 4,243,753

Each

Reporting 9. Sole Dispositive Power:

Person 28,143

With

10. Shared Dispositive Power:

-0-

11. Aggregate Amount Beneficially Owned by Each Reporting Person:

4,257,157 (See Item 3)

12.

Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions):

/ /

13. Percent of Class Represented by Amount in Row (11):

18.4% based on 23,098,184 shares of Common Stock outstanding as of October 29, 2012.

14. Type of Reporting Person (See Instructions)

Explanatory Note

This Amendment No. 6 (the “Amendment No. 6”) relates to the 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. This Amendment No. 6 amends Items 2 through 6 to reflect the change of general partners of W. B. & Co. from Patrick J. Herbert, III and Simpson Estates, Inc., to Patrick J. Herbert, III and Reuben S. Donnelley. This Amendment No. 6 also amends Item 5 to reflect the current beneficial ownership and the percentage of the class of Common Stock beneficially owned by the Reporting Persons, each of which is adjusted to reflect immaterial dispositions and an increase in the number of outstanding shares of Common Stock of the Company.

Item 2

Identity and Background

This statement is being jointly filed by the following persons (the “Reporting Persons”):

W. B. & Co.

(a) W. B. & Co.

(b) c/o Simpson Estates, 30 North LaSalle, Suite 1232, Chicago, Illinois 60602

(d) Such reporting person has not been convicted in a criminal proceeding in the last five years.

(e) Such reporting person has not been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction during the last five years.

(f) Illinois, USA

Patrick J. Herbert, III

(a) Patrick J. Herbert, III

(b) c/o Simpson Estates, 30 North LaSalle, Suite 1232, Chicago, Illinois 60602

(d) Such reporting person has not been convicted in a criminal proceeding in the last five years.

(e) Such reporting person has not been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction during the last five years.

(f) Illinois, USA

Reuben S. Donnelley

(a) Reuben S. Donnelley

(b) c/o Simpson Estates, 30 North LaSalle, Suite 1232, Chicago, Illinois 60602

General Partner, W. B. & Co. (30 North LaSalle, Suite 1232, Chicago, Illinois 60602)

(d) Such reporting person has not been convicted in a criminal proceeding in the last five years.

(e) Such reporting person has not been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction during the last five years.

(f) Illinois, USA


Item 3	Source and Amount of Funds or Other Consideration

	W. B. & Co. is a nominee partnership. Shares held by the Reporting Persons were acquired by purchase, inheritance, gift or as compensation for serving as a director of the Company. Patrick J. Herbert, III and Reuben S. Donnelley are general partners of W. B. & Co.
Item 4	Purpose of Transaction
	The common stock of the issuer is being held by the Reporting Persons for investment purposes only and the Reporting Persons do 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.
	The information concerning percentages of ownership set forth on the facing pages for each Reporting Person is based on 23,098,184 shares of Common Stock reported outstanding as of October 29, 2012, as set forth in the Company’s Quarterly Report on Form 10-Q for the quarter period ended September 30, 2012. (a) W.B. & Co.: 4,243,753 shares of Common Stock (18.4% based on 23,098,184 shares outstanding as of October 29, 2012). Patrick J. Herbert, III: 5,277,562 shares of Common Stock (22.8% based on 23,098,184 shares deemed outstanding as of October 29, 2012). Reuben S. Donnelley: 4,257,157 shares of Common Stock (18.4% based on 23,098,184 shares outstanding as of October 29, 2012). (b) See facing pages for each Reporting Person. (c) None. (d) None. (e) Not applicable.
Item 6	Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer
	The Reporting Persons are parties to the Amended and Restated Partnership Agreement of W. B. & Co. that governs the transfer, voting and division of profits and losses, related to securities of the issuer.
Item 7	Material to be Filed as Exhibits
	99.1 Amended and Restated Partnership Agreement of W. B. & Co., dated February 27, 2013.

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.

March 1, 2013								W.B. & Co.
								By: /s/ Patrick J. Herbert III
								Patrick J. Herbert, III
								as General Partner
March 1, 2013								/s/ Patrick J. Herbert III
								Patrick J. Herbert, III
March 1, 2013								/s/ Reuben S. Donnelley
								Reuben S. Donnelley

EX-99.1 2 a05104_x9922713.htm a05104_x9922713.htm

AMENDED AND RESTATED

PARTNERSHIP AGREEMENT OF W.B. & CO.

This is a PARTNERSHIP AGREEMENT (“Agreement”) entered into on February 27, 2013, by and among the undersigned Reuben S. Donnelley and Patrick J. Herbert III.

NOW, THEREFORE, THIS AGREEMENT WITNESSETH:

WHEREAS Patrick J. Herbert III, William J. McDermott and Simpson Estates, Inc. formed a general partnership under the laws of Illinois known as W.B. & Co., pursuant to a partnership agreement dated November 23, 1992 (the “Partnership Agreement”); and

WHEREAS, the Partnership Agreement has been amended by agreement of the parties therein and such partners desire to restate the Partnership Agreement to reflect such amendments;

NOW THEREFORE, the Partnership Agreement of W.B. & Co. is hereby amended to read in its entirety as follows:

The undersigned, in order to form a general partnership under the laws of Illinois for the purpose and subject to the terms, conditions and mutual promises hereinafter stated, have agreed and do hereby agree, as follows:

1. A general partnership is hereby formed consisting of the undersigned as sole members of the partnership and such other person or persons as from time to time may be admitted to membership in the partnership by the mutual consent of the undersigned.

2. The name of the partnership shall be W.B. & Co. (hereinafter referred to as the “Partnership”).

3. The purpose of the Partnership shall be to enter into agreements with customers of Simpson Estates, Inc. which are stockholders of A.M. Castle & Co. (“Castle”) to hold securities issued by Castle, to vote such securities, and for such other purposes as may be expressed in such agreements for the transaction of the business hereinafter mentioned.

4. The business of the Partnership shall be limited to the holding in the Partnership’s firm name of stocks, bonds, notes and other securities and property as agent for the owners, as well as exercising any voting rights with respect thereto. The Partnership can otherwise act with respect to such property only in accordance with instructions from the owners. The Partnership shall not buy, sell, own, hold, borrow, pledge, or otherwise in any manner deal with or in any stocks, bonds, notes or other securities or property for the individual account of the Partnership or for the account of anyone other than such owners, except as otherwise expressly provided herein.

5. The Partnership shall continue until terminated by mutual agreement of the partners or until dissolved by the death, withdrawal or insanity of any partner, subject to Section 11 hereof.

6. The Partnership shall not have any capital.

7. Neither the Partnership, nor any partner thereof, shall have, or claim any beneficial interest whatsoever in any stocks, bonds, notes or other securities or property at any time held by the Partnership. In the event of the death or insanity of any partner or partners during the continuation of the Partnership, the estate of such deceased partner or partners shall have no interest in any of such items, nor in the Partnership name, nor shall the legal representatives of such deceased partner or partners have any rights therein as a general partner or otherwise. All beneficial right, title, equity, interest, lien, claim and demand whatsoever in and to any stocks, bonds, notes, and other securities and property at any time held or received, or receivable by the Partnership are hereby irrevocably waived and disclaimed.

8. No partner shall at any time sign the Partnership name for the purposes of creating any indebtedness.

9. For the purpose of transferring securities registered in the name of the Partnership, the signature of any one of the partners shall be adequate, or, in case of dissolution, the signature of one of the surviving partners.

10. Any partner may withdraw from the Partnership at any time by giving ten days’ notice in writing to the other partners of his intention so to do. In any such case the withdrawing partner shall have no further interest in the Partnership.

11. Upon the termination of the Partnership or the earlier dissolution thereof by the death, withdrawal or insanity of a partner, the surviving partners or partner, if they so elect, shall have the sole and exclusive right to retain and use the Partnership name and good will and to do business as a new Partnership thereunder and therewith; and, if they so elect, but not otherwise, shall also succeed to all right, title and interest of the terminated or dissolved Partnership in and to all stocks, bonds, notes, and other securities and property held in its name.

IN WITNESS WHEREOF, the undersigned partners have hereunto set their names the day and year first above written.

/s/ Reuben S. Donnelley		/s/ Patrick J. Herbert III
Reuben S. Donnelley		Patrick J. Herbert III

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