0000899243-18-005007.txt : 20180222
0000899243-18-005007.hdr.sgml : 20180222
20180222144818
ACCESSION NUMBER: 0000899243-18-005007
CONFORMED SUBMISSION TYPE: 4/A
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20170831
FILED AS OF DATE: 20180222
DATE AS OF CHANGE: 20180222
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: Donnelley Reuben Simpson
CENTRAL INDEX KEY: 0001533501
FILING VALUES:
FORM TYPE: 4/A
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-05415
FILM NUMBER: 18632183
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/A
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-05415
FILM NUMBER: 18632184
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/A
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-05415
FILM NUMBER: 18632182
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/A
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-05415
FILM NUMBER: 18632186
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/A
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-05415
FILM NUMBER: 18632185
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/A
1
doc4a.xml
FORM 4/A SUBMISSION
X0306
4/A
2017-08-31
2017-09-05
0
0000018172
CASTLE A M & CO
CTAM
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
1896
0.00
A
1896
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 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.
This Amendment is being filed to increase the number of shares of Common Stock, set forth in Table I, row 4, issued to Mr. Mellin on the Effective Date that were inadvertently omitted in the initial filing.
SGF, LLC, By: /s/ Reuben S. Donnelley, Managing Member
2018-02-22
WB & Co, By: /s/ Jonathan B. Mellin, General Partner
2018-02-22
/s/ Jonathan B. Mellin
2018-02-22
/s/ Reuben S. Donnelley
2018-02-22
FOM Corp, By: /s/ Jonathan B. Mellin, President
2018-02-22