0000899243-17-021455.txt : 20170905 0000899243-17-021455.hdr.sgml : 20170905 20170905175000 ACCESSION NUMBER: 0000899243-17-021455 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20170831 FILED AS OF DATE: 20170905 DATE AS OF CHANGE: 20170905 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Donnelley Reuben Simpson CENTRAL INDEX KEY: 0001533501 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-05415 FILM NUMBER: 171069732 MAIL ADDRESS: STREET 1: 1420 KENSINGTON ROAD STREET 2: SUITE 220 CITY: OAK BROOK STATE: IL ZIP: 60523 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Mellin Jonathan CENTRAL INDEX KEY: 0001622849 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-05415 FILM NUMBER: 171069733 MAIL ADDRESS: STREET 1: 1420 KENSINGTON ROAD STREET 2: SUITE 220 CITY: OAK BROOK STATE: IL ZIP: 60523 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: FOM Corp CENTRAL INDEX KEY: 0001579865 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-05415 FILM NUMBER: 171069735 BUSINESS ADDRESS: STREET 1: 30 NORTH LASALLE STREET STREET 2: SUITE 1232 CITY: CHICAGO STATE: IL ZIP: 6060602 BUSINESS PHONE: 312-372-2000 MAIL ADDRESS: STREET 1: 30 NORTH LASALLE STREET STREET 2: SUITE 1232 CITY: CHICAGO STATE: IL ZIP: 6060602 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: SGF, LLC CENTRAL INDEX KEY: 0001715517 STATE OF INCORPORATION: IL FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-05415 FILM NUMBER: 171069736 BUSINESS ADDRESS: STREET 1: 30 NORTH LASALLE STREET STREET 2: SUITE 1232 CITY: CHICAGO STATE: IL ZIP: 60602 BUSINESS PHONE: 312-726-3110 MAIL ADDRESS: STREET 1: 30 NORTH LASALLE STREET STREET 2: SUITE 1232 CITY: CHICAGO STATE: IL ZIP: 60602 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: WB & CO CENTRAL INDEX KEY: 0000925756 STATE OF INCORPORATION: IL FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-05415 FILM NUMBER: 171069734 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 ISSUER: 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 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 4 1 doc4.xml FORM 4 SUBMISSION X0306 4 2017-08-31 0 0000018172 CASTLE A M & CO CASLQ 0001715517 SGF, LLC 30 NORTH LASALLE STREET, SUITE 1232 CHICAGO IL 60602 1 0 1 0 0000925756 WB & CO 30 NORTH LASALLE STREET SUITE 1232 CHICAGO IL 60602 1 0 1 0 0001622849 Mellin Jonathan 1420 KENSINGTON ROAD SUITE 220 OAK BROOK IL 60523 1 0 1 0 0001533501 Donnelley Reuben Simpson 1420 KENSINGTON ROAD SUITE 220 OAK BROOK IL 60523 1 0 1 0 0001579865 FOM Corp 30 NORTH LASALLE STREET SUITE 1232 CHICAGO IL 60602 1 0 1 0 Common Stock 2017-08-31 4 J 0 8759076 0.00 D 0 D Common Stock 2017-08-31 4 J 0 107850 0.00 A 107850 D Common Stock 2017-08-31 4 J 0 153990 0.00 D 0 D Common Stock 2017-08-31 4 J 0 1231 0.00 A 1231 D Common Stock 2017-08-31 4 J 0 33471 0.00 D 0 D Common Stock 2017-08-31 4 J 0 412 0.00 A 412 D Common Stock 2017-08-31 4 J 0 14739 0.00 D 0 I See Footnote Common Stock 2017-08-31 4 J 0 181 0.00 A 181 I See Footnote Common Stock 2017-08-31 4 J 0 0 0.00 D 0 D Common Stock 2017-08-31 4 J 0 0 0.00 A 0 D Exchange Notes 0.2654 2017-08-31 4 A 0 17775807 0.00 A 2017-08-31 2022-08-31 Common Stock 4717699 17775807 D New Money Notes 0.2654 2017-08-31 4 A 0 7125323 5700258.00 A 2017-08-31 2022-08-31 Common Stock 1891061 7125323 D These shares are beneficially owned by WB&Co ("WBC"). The Reporting Person disclaims beneficial ownership of any shares of New Common Stock, except to the extent of any pecuniary interest such Reporting Person may have. These shares are beneficially owned by Jonathan Mellin ("Mr. Mellin"). The Reporting Person disclaims beneficial ownership of any shares of New Common Stock, except to the extent of any pecuniary interest such Reporting Person may have. These shares are beneficially owned by Reuben Donnelley ("Mr. Donnelley"). The Reporting Person disclaims beneficial ownership of any shares of New Common Stock, except to the extent of any pecuniary interest such Reporting Person may have. Mr. Donnelley may be deemed to beneficially own these shares, which are held by an immediate family member who shares Mr. Donnelley's household. The Reporting Person disclaims beneficial ownership of any shares of New Common Stock, except to the extent of any pecuniary interest such Reporting Person may have. FOM Corp. ("FOM") does not have beneficial ownership of any shares of Common Stock. These securities are beneficially owned by SGF, LLC ("SGF"). The Reporting Person disclaims beneficial ownership of any shares of New Common Stock, except to the extent of any pecuniary interest such Reporting Person may have. On August 31, 2017 (the "Effective Date"), A.M. Castle & Co. (the "Issuer") was reorganized pursuant to a Plan of Reorganization (the "Plan"). Under the terms of the Plan, on that date all of the Issuer's previously issued and outstanding common stock was automatically cancelled and extinguished, including the common stock beneficially owned, or deemed to be beneficially owned, by WBC, Mr. Mellin, Mr. Donnelley, and FOM (WBC, Mr. Mellin, Mr. Donnelley, and FOM, collectively, and together with SGF, the "Reporting Persons"). On the Effective Date, and pursuant to and upon effectiveness of the Plan, holders of common stock outstanding immediately before effectiveness who did not object to the Plan and who did not opt-out of certain releases provided in the Plan were issued an aggregate of 400,000 shares of the Issuer's common stock, par value $0.01 per share (the "New Common Stock"), simultaneously with the cancellation and extinguishment of shares described in footnote 7 above. Each of the Reporting Persons, other than SGF, was eligible to receive, and was issued its or his pro rata share of, such shares of New Common Stock. Held by an immediate family member who shares Mr. Donnelley's household. Mr. Donnelley disclaims beneficial ownership of the shares owned by the immediate family member. On the Effective Date, and pursuant to the Plan, the Prepetition Second Lien Secured Claims (as defined in the Plan) held by holders thereof were extinguished and the holders were issued certain Exchange Notes (as defined in the Plan). The Exchange Notes are convertible, at any time at the option of the holder, in the aggregate, into 1,300,000 shares of New Common Stock (or .2654 shares of New Common Stock for each $1 principal amount). SGF was a holder of Prepetition Second Lien Secured Claims and as such received its pro rata share of such Exchange Notes, having an aggregate principal amount of $17,775,807, convertible into 4,717,699 shares of New Common Stock. On the Effective Date, and pursuant to the Plan, certain holders of indebtedness of the Issuer subscribed for and purchased New Money Notes (as defined in the Plan). The New Money Notes are convertible, at any time at the option of the holder, in the aggregate, into 3,051,818 shares of New Common Stock (or .2654 shares of New Common Stock for each $1 principal amount). SGF subscribed for and purchased New Money Notes having an aggregate principal amount of $7,125,323, convertible into 1,891,061 shares of New Common Stock. The Reporting Persons are all associated with an extended family group and various trusts, estates and estate planning vehicles established by certain deceased and surviving family members. Mr. Mellin acts in various capacities with respect to the family interests and has been deputized by certain family members, trusts, estates and estate planning vehicles (the "Deputizing Persons"), including the Reporting Persons, to serve on the board of directors of the reorganized Issuer. The Reporting Persons (together with certain of the other Deputizing Persons) may be deemed to constitute a group pursuant to Rule 13d-5(b) of the Securities Exchange Act of 1934. Each Reporting Person disclaims beneficial ownership of any shares of New Common Stock held by any other Reporting Person or Deputizing Person, except to the extent of any pecuniary interest such Reporting Person may have. Pursuant to the Plan, the Reporting Persons entered into a Stockholders Agreement by and among the Issuer, the Reporting Persons and certain other holders of New Common Stock (the "Stockholders Agreement"). The Stockholders Agreement provides, among other things, for the election of directors to the reorganized Issuer's board, for preemptive rights for certain stockholders, and for certain provisions relating to the sale or transfer of New Common Stock by the parties to the Stockholders Agreement. The Reporting Persons may be deemed as part of a group consisting of the stockholder parties to the Stockholders Agreement. Each Reporting Person disclaims beneficial ownership of any shares of New Common Stock held by any other party to the Stockholders Agreement, except to the extent of any pecuniary interest such Reporting Person may have. SGF, LLC, By: /s/ Reuben S. Donnelley, Managing Member 2017-09-05 WB & Co, By: /s/ Jonathan B. Mellin, General Partner 2017-09-05 /s/ Jonathan B. Mellin 2017-09-05 /s/ Reuben S. Donnelley 2017-09-05 FOM Corp, By: /s/ Jonathan B. Mellin, President 2017-09-05