-----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, PRntRjUhCrALzpltoQlRiXS0C34AFgV8eaFk0pF9grQHj6OIIUEnZ1ViYuW5nZ2U U2hmFequDJNA4KlANvGg3g== 0000895813-07-000096.txt : 20071003 0000895813-07-000096.hdr.sgml : 20071003 20071002182446 ACCESSION NUMBER: 0000895813-07-000096 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20071002 ITEM INFORMATION: Regulation FD Disclosure ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20071003 DATE AS OF CHANGE: 20071002 FILER: 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: 1207 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-05415 FILM NUMBER: 071151302 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 8-K 1 x10-2_8k.txt UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) October 2, 2007 --------------- A. M. Castle & Co. --------------------------------------------------------------------- (Exact name of registrant as specified in its charter) Maryland 1-5415 36-0879160 -------- ------ ---------- (State or other (Commission (IRS Employer jurisdiction File Number) Identification No. of incorporation) 3400 N. Wolf Road, Franklin Park, Illinois 60131 --------------------------------------------------------------------- (Address of principal executive offices) (Zip Code) Registrant's telephone number including area code 847/455-7111 ------------ _____________________________________________________________________ (Former name or former address if changed since last report.) Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below): [ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) [ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) [ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) [ ] Pre-commencement communications pursuant to Rule 13 e-4(c) under the Exchange Act (17 CFR 240.13 e-4(c)) ITEM 7.01. REGULATION FD DISCLOSURE On October 2, 2007, A. M. Castle & Co. (the "Registrant") sold one hundred percent (100%) of its membership interest in Metal Mart, LLC (the "Metal Mart"), a wholly owned subsidiary of Registrant, to Metal Supermarkets (Chicago), Ltd., a unit of Metal Supermarkets Corp. for $6,906,625.00, which represented the Registrant's net book value in Metal Mart as of June 30, 2007. A copy of the Registrant's press release announcing the sale of Metal Mart, dated October 2, 2007, is attached hereto as Exhibit 99. ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS (d) Exhibits Exhibit No. Description ------- ----------------------------------------------------- 99 Press Release dated October 2, 2007 SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. A. M. Castle & Co. /s/ Sherry L. Holland ---------------------------------- Sherry L. Holland Vice President General Counsel and Secretary Date October 2, 2007 EXHIBIT INDEX Exhibit No. Description ------- --------------------------------------------------------- 99 Press Release dated October 2, 2007 EX-99 2 xex99.txt EXHIBIT 99 ---------- N E W S 3400 North Wolf Road Franklin Park, [LOGO] A. M. CASTLE & CO. Illinois 60131 (847) 455-7111 (847) 455-6930 (fax) FOR FURTHER INFORMATION: -------AT THE COMPANY------- ------AT ASHTON PARTNERS------ Larry A. Boik Analyst Contacts: Vice President-Finance & CFO Katie Pyra (847) 349-2576 (312) 553-6717 Email: lboik@amcastle.com Email:kpyra@ashtonpartners.com Traded: NYSE (CAS) Member: S&P SmallCap 600 Index FOR IMMEDIATE RELEASE TUESDAY, OCTOBER 2, 2007 A. M. CASTLE & CO. ANNOUNCES THE SALE OF METAL MART, LLC --------------------------------------------------------- FRANKLIN PARK, IL, OCTOBER 2nd -- A. M. CASTLE & CO. (NYSE:CAS), a global distributor of specialty metal and plastic products, value- added services and supply chain solutions, announced today the sale of Metal Mart LLC doing business as Metal Express, a wholly owned subsidiary, to Metal Supermarkets (Chicago) Ltd., a unit of Metal Supermarkets Corp. for approximately $6.7 million. Metal Express is a small order metals distribution business which serves the general manufacturing industry from its network of 15 locations throughout the U.S. Metal Express was included in the A.M. Castle's metals segment for historical reporting purposes. For the fiscal year ended December 31, 2006, Metal Express' revenues were $16.6 million. "Metal Express was founded in 1977 and specializes in serving the small-quantity metal market," stated Mike Goldberg, President & CEO of A.M. Castle. "As we center our focus on becoming the foremost provider of specialty metal products and supply chain services to targeted global industries, it became clear that the small-order business was not a good long-term fit for us and not conducive to our growth strategy. Metal Express' average order size is approximately one-tenth of our core business," continued Goldberg. "We are confident that Metal Express will continue to flourish as part of Metal Supermarkets, and Castle will remain a key supplier to the organization going forward," concluded Goldberg. Net proceeds from the sale of Metal Express will be used to repay a portion of the Company's outstanding debt. ABOUT A. M. CASTLE & CO. Founded in 1890, A. M. Castle & Co. is a global distributor of specialty metal and plastic products and supply chain services, principally serving the producer durable equipment sector of the economy. Its customer base includes many Fortune 500 companies as well as thousands of medium and smaller-sized firms spread across a variety of industries. Within its core metals business, it specializes in the distribution of alloy and stainless steels; nickel alloys; aluminum and carbon. Through its subsidiary, Total Plastics, Inc., the Company also distributes a broad range of value-added industrial plastics. Together, Castle operates over 50 locations throughout North America and Europe. Its common stock is traded on the New York Stock Exchange under the ticker symbol "CAS". SAFE HARBOR STATEMENT This release may contain forward-looking statements relating to future financial results. Actual results may differ materially as a result of factors over which the Company has no control. These risk factors and additional information are included in the Company's reports on file with the Securities Exchange Commission. -----END PRIVACY-ENHANCED MESSAGE-----