-----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, SrHB5uEGH5YYLv2/bpkE1Tn7Ax0Y3qZN60lk9WiOvhZ8R3+0zl4adbH2ohyeNr3C pAaisw5QJBPQayqZVgVFxg== 0000902561-96-000023.txt : 19960426 0000902561-96-000023.hdr.sgml : 19960426 ACCESSION NUMBER: 0000902561-96-000023 CONFORMED SUBMISSION TYPE: S-3D PUBLIC DOCUMENT COUNT: 4 FILED AS OF DATE: 19960415 SROS: AMEX FILER: COMPANY DATA: COMPANY CONFORMED NAME: CASTLE A M & CO CENTRAL INDEX KEY: 0000018172 STANDARD INDUSTRIAL CLASSIFICATION: 5051 IRS NUMBER: 360879160 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-3D SEC ACT: 1933 Act SEC FILE NUMBER: 333-02519 FILM NUMBER: 96547288 BUSINESS ADDRESS: STREET 1: 3400 N WOLF RD CITY: FRANKLIN PARK STATE: IL ZIP: 60131 BUSINESS PHONE: 7084557111 S-3 1 As filed with the Securities and Exchange Commission on April 15, 1996 33- SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ________________________ FORM S-3 REGISTRATION STATEMENT Under The Securities Act of 1933 __________________________ A.M. CASTLE & CO. (Exact name of registrant as specified in its charter) __________________________ Delaware A.M. Castle & Co. 36-0879160 (State or other 3400 North Wolf Road (I.R.S. Employer jurisdiction of Franklin Park, Illinois 60131 Identification No. incorporation or (847) 455-7111 organization) (Address, including zip code, and telephone number, including area code, of registrant's principal executive offices) __________________________ Jerry M. Aufox Secretary and Corporate Counsel A.M. Castle & Co. 3400 North Wolf Road Franklin Park, Illinois 60131 (847) 455-7111 (Name, address, including zip code, and telephone number, including area code, of agent for service) __________________________ Approximate Date of Commencement of Proposed Sale to the Public: As soon as practicable after this registration statement becomes effective. If the only securities being registered on this Form are being offered pursuant to dividend or interest reinvestment plans, please check the following box. [x] If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, other than securities offered only in connection with dividend or interest reinvestment plans, check the following box. [ ]
CALCULATION OF REGISTRATION FEE ================================================================================================= Proposed maximum Proposed maximum Title of each class Amount to be offering price aggregate offering Amount of of securities to be registered per unit (1) price Registration registered fee _________________________________________________________________________________________________ Shares of Common Stock, no par value........... 1,000,000 $32.25 $32,250,000 $11,120.69 ================================================================================================= (1) Estimated solely for the purpose of calculating the registration fee and based upon the average of the high and low prices reported in the consolidated reporting system on April 9, 1996.
PROSPECTUS A.M. CASTLE & CO. Dividend Reinvestment and Share Purchase Plan 1,000,000 Shares of Common Stock, No Par Value This Prospectus describes the Dividend Reinvestment and Stock Purchase Plan (the "Plan") of A.M. Castle & Co. (the "Company"). The Company hereby offers to holders of its Shares of Common Stock, no par value ("Shares"), the opportunity to purchase, through reinvestment of dividends or by additional cash payments, additional Shares on the terms, conditions and prices herein stated. The Plan provides holders of the Company's Shares with a convenient method of reinvesting dividends and of investing optional cash payments, within the limits of the Plan, in additional Shares. Participants in the Plan pay no brokerage commissions or other expenses in connection with the purchase of Shares under the Plan. The Shares purchased for participants under the Plan may be purchased, at the Company's option, from the Company out of its authorized but unissued or treasury shares or on the open market. The purchase price to Plan participants for shares purchased from the Company will be the average of the high and low sales prices for the Shares on the dividend payment date as reported in the American Stock Exchange Composite Transactions unless the dividend payment date falls on a day on which the Shares are not traded, in which case the purchase price will be determined by averaging the averages of the reported high and low sales prices for the Shares on the trading dates next preceding and next following such date. The purchase price to Plan participants for Shares purchased on the open market will be the price at which such Shares are purchased on the open market by the Plan Administrator. Participants may make additional optional cash payments of not less than $100 and not more than $10,000 per quarter; such payments will also be applied to the purchase of Shares on the terms described herein. This Prospectus relates to 1,000,000 Shares that have been registered for sale under the Plan. ____________ This Prospectus should be retained for future reference. ____________ THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND EXCHANGE COMMISSION NOR HAS THE COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF THE PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE. ____________ THE ATTORNEY GENERAL OF THE STATE OF NEW YORK HAS NOT PASSED ON OR ENDORSED THE MERITS OF THIS OFFERING. ANY REPRESENTATION TO THE CONTRARY IS UNLAWFUL. ____________ The date of this Prospectus is April 15, 1996. AVAILABLE INFORMATION The Company is subject to the informational requirements of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and, in accordance therewith, files reports, proxy statements and other information with the Securities and Exchange Commission (the "Commission"). Such reports, proxy statements and other information can be inspected and copied at the public reference facilities maintained by the Commission at Room 1024, 450 Fifth Street, N.W., Washington, D.C. 20549; Room 1204, Northwestern Atrium Center, 500 West Madison Street, Suite 1400, Chicago, Illinois 60661; and 7 World Trade Center, 13th Floor, New York, New York 10048. Copies of such material can be obtained at prescribed rates from the Public Reference Section of the Commission at 450 Fifth Street, N.W., Washington, D.C. 20549. The outstanding Shares are listed on the American Stock Exchange (the "AMEX") and the Chicago Stock Exchange (the "CSE") and all such reports, proxy statements and other information filed by the Company with the AMEX and the CSE may be inspected at the AMEX's offices at 86 Trinity Place, New York, New York 10006 and at the CSE's offices at 440 South LaSalle Street, Chicago, Illinois 60605. This Prospectus constitutes part of a registration statement on Form S-3 (together with all amendments and exhibits, the "Registration Statement") filed by the Company with the Commission under the Securities Act of 1933, as amended (the "Securities Act"). This Prospectus does not contain all of the information set forth in the Registration Statement, certain parts of which are omitted in accordance with the rules and regulations of the Commission. For further information, reference is hereby made to the Registration Statement. INCORPORATION BY REFERENCE The following documents heretofore filed by the Company with the Commission are incorporated in this Prospectus by reference: (a)the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 1995; (b) the Company's Schedule 14A Proxy Statement dated March 8, 1996. (c)the description of the Company's Shares contained in the Company's Registration Statement filed under Section 12 of the Exchange Act, including any amendment or report filed to update the description. All documents subsequently filed by the Company pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act prior to the termination of this offering of Shares pursuant to the Plan, shall be deemed incorporated by reference in this Prospectus and be a part hereof from the date of filing of such documents. Any statement contained herein or in a document deemed to be incorporated by reference herein shall be deemed to be modified or superseded for purposes of this Prospectus to the extent that a statement contained herein, or in any subsequently filed document which is also or is deemed to be incorporated by reference herein, modifies or supersedes such statement. Any such statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Prospectus. The Company will provide without charge to each person to whom a copy of this Prospectus is delivered, upon the written or oral request of such person, a copy of any or all of the documents incorporated herein by reference, other than exhibits to such documents unless such exhibits are specifically incorporated by reference into such documents. Requests should be addressed to Secretary, A.M. Castle & Co., 3400 North Wolf Road, Franklin Park, Illinois 60131, telephone number: (847) 455-7111. A.M. CASTLE & CO. The Company is one of North America's largest independent metals service center companies. The Company provides a complete range of inventories as well as preprocessing services to a wide variety of customers. The Company inventories carbon and stainless steel and non-ferrous metals in many forms including round, hexagon, square and flat bars; plates; tubing; shapes; and sheet and coil. The Company also does specialized fabrications for customers through pre-qualified subcontractors. The Company's specialized operating unit, the Hy-Alloy Steels Co. is a distributor of alloy bars stocked as rounds, squares, hexes and flats; and of alloy tubing. Through its value-added bar processing center, H-A Industries, the Company ships quench and tempered alloy bar products to its customers throughout the United States and Canada. The Company's principal executive offices are located at 3400 North Wolf Road, Franklin Park, Illinois 60131, and its telephone number is (847) 455-7111. THE PLAN The Plan provides participants ("Participants") with a simple and convenient way to invest cash dividends in additional Shares. Participants may also invest additional cash, making payments of not less than $100 or more than $10,000 per quarter, to purchase Shares under the Plan. Such purchases may be made, at the Company's election, either (A) from the Company out of its authorized but unissued or treasury Shares (a "Company Purchase") or (B) on any securities exchange where the Shares are traded, in the over-the-counter market or in negotiated transactions (a "Market Purchase"). The proceeds of any sales of Shares to the Plan through Company Purchases will be used by the Company for its general business purposes. REASONS FOR THE PLAN The Company adopted the Plan in April 1995 to permit shareholders additional opportunities to purchase Shares directly from the Company without incurring brokerage commissions or bank fees. ELIGIBILITY Shareholders of record are eligible to participate in the Plan with respect to any number of their Shares. In order to be eligible to participate in the Plan, beneficial owners whose Shares are held of record by a broker, bank or other nominee are eligible to participate in the dividend reinvestment feature of the Plan through such nominee record owner and should instruct the broker, bank or other nominee to arrange with its depository or registered nominee for reinvestment of dividends under the Plan. ADMINISTRATION American Stock Transfer and Trust Company is the Administrator of the Plan (the "Plan Administrator"). The Plan Administrator keeps records, sends statements of account to Participants and performs other duties relating to the Plan. Shares purchased under the Plan will be registered in the Participant's name and will be credited to the Participant's Share account ("Share Account") on the records of the Company. Certificates for the Shares purchased pursuant to the Plan will be issued to the Participant upon written request, except that no certificates will be issued for fractional Shares. A Participant requesting a certificate for all the Shares held in such Participant's Share Account will receive cash for any fractional Share based on a broker's quote for the sales price of Shares on the day notice is received by the Plan Administrator. ENROLLMENT Participants may join the Plan by signing the enrollment card enclosed with this Prospectus and returning it to the Plan Administrator in the enclosed envelope. Participation in the Plan will begin with the first dividend payment after a signed card is received, provided the card is received on or before the record date established for that dividend. If a Participant's enrollment card is received after the record date for any dividend and before payment of that dividend, that dividend will be paid to the Participant in cash and reinvestment of the Participant's dividends will not begin until the next dividend payment date. COSTS Participants in the Plan pay no brokers commissions, bank fees, service charges or other fees for purchases made under the Plan. All costs of administration of the Plan are paid by the Company. PURCHASES AND PRICE OF SHARES Dividends, as well as any additional cash payments, will be invested on the date on which the dividends are paid (the "Investment Date"). Dividends have historically been paid on a quarterly basis. A Participant becomes an owner of Shares purchased under the Plan as of the Investment Date. Reinvested Dividends. A Participant may elect dividend reinvestment with respect to any Shares registered in the Participant's name on the records of the Company. A Participant should specify on the enrollment card the number of Shares for which the Participant wants dividends reinvested. Dividends on all Shares purchased pursuant to the Plan will be automatically reinvested. The number of Shares purchased for a Participant in the Plan depends on the amount of dividends on the Participant's Shares (less any required withholding tax) and the purchase price of the Shares. A Participant's Share Account will be credited with the number of Shares, including fractions computed to three decimal places, equal to the total amount invested divided by the purchase price per Share. The Shares purchased for participants under the Plan may be purchased, at the Company's option, from the Company out of its authorized but unissued or treasury shares or on the open market. The purchase price to Participants for shares purchased from the Company will be the average of the high and low sales prices for the Shares on the dividend payment date as reported in the American Stock Exchange Composite Transactions unless the dividend payment date falls on a day on which the Shares are not traded, in which case the purchase price will be determined by averaging the averages of the reported high and low sales prices for the Shares on the trading dates next preceding and next following such date. The purchase price to Plan participants for Shares purchased on the open market will be the price at which such Shares are purchased on the open market by the Plan Administrator. Optional Cash Purchases. A Plan Participant may make additional cash payments for the purchase of Shares. Payments must be at least $100 and not more than $10,000 per quarter. Participants are not obligated to make any cash payments and, if they choose to do so, Participants need not pay the same amount each quarter. The price of Shares purchased with additional cash payments will be determined in the same manner as the price of Shares purchased with reinvested dividends. Cash payments must be received at least five business days before the Investment Date in order to be used to purchase Shares on that Investment Date. The last date on which cash may be received in any calendar quarter will be the dividend record date for that quarter as announced by the Company (each, a "Cash Receipt Date"). In the event that the Cash Receipt Date or Investment Date falls on a Saturday, Sunday or a business holiday, then the next business day will become the effective "Cash Receipt Date." After a Participant has enrolled, the Plan Administrator will provide a form with the Participant's account statement to make cash purchases (a "Cash Remittance Form").Each optional cash payment must be accompanied by a properly executed Cash Remittance Form. Cash payments not previously invested will be invested along with the next reinvestment. Participants have the unconditional right to obtain the return of any uninvested cash payments up to two business days prior to investment. Participants may make cash purchases when they join the Plan by enclosing a personal check or money order payable to American Stock Transfer and Trust Company with the enrollment card. DIVIDENDS ON SHARES HELD IN THE PLAN Dividends paid on Shares held in the Plan (less any required withholding tax) will be credited to the Participant's Share Account. Dividends are paid on both full and fractional Shares held in account and are automatically reinvested. ACCOUNT STATEMENTS Participants will receive a statement of their accounts as soon as practicable after each Investment Date. The statements will contain a report of all activity for the calendar year, including information with respect to the number of Shares allocated to the Share Account, the amount of dividends received which are allocable to the Participant, the number of Shares purchased therewith and the price paid. These statements are a Participant's continuing record of the cost of Share purchases under the Plan and should be retained for income tax purposes. CERTIFICATES FOR SHARES Shares purchased under the Plan will be uncertificated Shares and will be credited to each Participant's Share Account. The number of Shares purchased will be shown on the Participant's statement of account. This feature permits ownership of fractional Shares, protects against loss, theft or destruction of stock certificates and reduces the costs of the Plan. Certificates for any number of whole Shares credited to a Participant's account will be issued in the Participant's name upon written request to the Plan Administrator. Certificates for fractional Shares will not be issued. Should a Participant want his or her certificates issued in a different name, the Participant must notify the Plan Administrator in writing and comply with applicable transfer requirements. If a Participant wishes to sell any whole Shares credited to his or her Share Account under the Plan, the Participant will have the option of either (i) receiving a certificate for such whole number of Shares or (ii) requesting that such Shares held in the account be sold, in which case the Shares will be sold on the open market within 10 business days and deliver the proceeds him or her. See "Termination of Participation." If a Participant wishes to pledge Shares credited to his or her account, the Participant must first have the certificate for those Shares issued in his or her name. TERMINATION OF PARTICIPATION Participants may discontinue reinvestment of dividends under the Plan with respect to any of their Shares (including Shares held in the Plan) at any time by notifying the Plan Administrator in writing. A notice of termination must be received by the Plan Administrator in sufficient time for processing prior to the record date; otherwise, such notice shall not be effective until after purchases from the dividends paid have been completed and the Shares credited to all participants. All dividends with a record date after timely receipt of notice for termination will be sent directly to the Participant. The Plan Administrator may terminate the account by notice in writing mailed to the participant. Once termination has been effected, the Plan Administrator will issue to the Participant, without charge, certificates for the full Shares held in his or her account or, if he or she so requests, sell the full Shares (within 10 business days) held under the Plan, and deliver the proceeds to him. The participant's interest in any fractional Share held in his account at termination will be paid in cash at the then current market value of Shares. If a participant disposes of all Shares represented by certificates registered in his or her own name on the books of the Company but does not give notice of termination under the Plan, the Bank may continue to reinvest the dividends on his or her Shares held under the Plan until otherwise directed. If the Company terminates the Plan, Participants will receive a certificate for the number of whole Shares credited to their accounts under the Plan and a check for the value of any fractional Share (computed as described in the preceding paragraph). VOTING OF SHARES HELD UNDER THE PLAN Participants will be able to vote all Shares (including fractional Shares) credited to their Share Accounts under the Plan at the same time that Participants vote the Shares registered in their names on the records of the Company. SHARE DIVIDENDS, SHARE SPLITS AND RIGHTS OFFERINGS Any Share dividends or splits distributed by the Company in respect of Shares held in the Plan for Participants will be credited to the Participant's Share Account. If the Company issues to its shareholders rights to subscribe to additional Shares, such rights will be issued to Participants based on their total Share holdings, including Shares held in their Share Accounts. RESPONSIBILITY OF THE PLAN ADMINISTRATOR AND THE COMPANY UNDER THE PLAN American Stock Transfer and Trust Company, as the Plan Administrator, will not be liable for any claim based upon an act done in good faith or a good faith omission to act, including, without limitation, any claims of liability (1) arising out of failure to terminate any Participant's account upon such Participant's death prior to receipt of notice in writing of such death and (2) with respect to the prices at which Shares are purchased for the Participant's account and the times such purchases are made. All notices from the Plan Administrator to a Participant will be mailed to the Participant at his last address of record with the Plan Administrator, which will satisfy the Plan Administrator's duty to give notice. Participants must promptly notify the Plan Administrator of any change in address. Participants should recognize that neither the Company nor the Plan Administrator can provide any assurance of a profit or protection against loss on any Shares purchased under the Plan. INTERPRETATION AND REGULATION OF THE PLAN The Company reserves the right, without notice to Participants, to interpret and regulate the Plan as it deems necessary or desirable in connection with its operation. Any such interpretation and regulation shall be conclusive. CHANGE IN OR DISCONTINUANCE OF THE PLAN While the Company hopes to continue the Plan indefinitely, it reserves the right to suspend or terminate the Plan at any time, including the period between a dividend record date and the related dividend payment date. The Company also reserves the right to amend or supplement the Plan. Except when necessary or appropriate to comply with law or the rules or policies of the Securities and Exchange Commission or other regulatory authority, the Plan will only be amended or supplemented by mailing appropriate written notice at least 30 days prior to the effective date thereof to each Participant. The amendment or supplement shall be deemed to be accepted by the Participant unless, prior to the effective date thereof, the Bank receives written notice of the termination of the Participant's account. FEDERAL INCOME TAX CONSEQUENCES OF PARTICIPATION IN THE PLAN The following discussion summarizes the principal federal income tax consequences, under current law, of participation in the Plan. It does not address all potentially relevant federal income tax matters, including consequences peculiar to persons subject to special provisions of federal income tax law (such as tax-exempt organizations, insurance companies and foreign persons). The following discussion is based upon the Internal Revenue Code of 1986, as amended (the "Code"), and administrative and judicial interpretations thereof, as of the date hereof, all of which are subject to change (possibly on a retroactive basis). No tax rulings have been or are anticipated to be requested from the Internal Revenue Service (the "Service") or other taxing authorities with respect to any of the tax matters discussed herein. The following discussion is for general information only, and Participants must consult their own tax advisor to determine the particular tax consequences that may result from their participation in the Plan and the disposition of any Shares purchased pursuant to the Plan. Reinvested Dividends. Participants in the Plan have the same Federal income tax obligations with respect to their dividends as do shareholders who do not participate in the Plan. Therefore, in general, reinvested dividends are taxable as having been received in cash even though they are used to purchase additional shares under the Plan. Accordingly, the amount of any dividend reinvested through the Plan must be included in each Participant's gross income in the year the dividend would have been paid to the Participant had the Participant not elected to participate in the Plan. In the event that newly issued shares are purchased with reinvested dividends, a Participant will be treated for Federal income tax purposes as having received a dividend equal in amount to the value of the shares on the reinvestment date, which may differ from the amount of the cash dividend reinvested. The Service has ruled that brokerage commissions paid by the company in purchasing shares of the Company's Common Stock for the Plan are subject to income taxes. The pro rata share of such commissions applicable to each Participant will be included in dividend income on a Form 1099 and furnished to each Participant shortly after the end of each calendar year, if the Participant has received at least $10 in dividends during the calendar year. The initial tax basis per Share acquired from the Company under the Plan is the amount treated as a dividend divided by the number of Shares acquired by the Participant with reinvested dividends. The initial tax basis per Share purchased in market transactions under the Plan is the same as in the preceding sentence, increased by the pro rata amount of any brokerage fees paid by the Company on the Participant's behalf. Additionally, a Participant's basis in a whole Share resulting from the acquisition of two or more fractional Shares will be the combined bases for the various fractional Shares. The holding period for Shares acquired with reinvested dividends will begin the day after the Investment Date. A whole Share resulting from the acquisition of two or more fractional Shares on different Investment Dates will have a split holding period, with the holding period for each fractional component beginning the day after the Investment Date when the fraction was acquired. Under Section 3406(a)(1) of the Code, the Company is required to withhold for Federal income tax purposes 31% of all dividend payments to a United States citizen Participant in the Plan if (i) such Participant has failed to furnish to the Company his taxpayer identification number ("TIN"), which for an individual is his or her social security number, (ii) the Service has notified the Company that the TIN furnished by the Participant is incorrect, (iii) the Service notified the Company that back-up withholding should be commenced because the Participant has failed to properly report interest or dividends, or (iv) the Participant has failed to certify, under penalties of perjury, that he or she is not subject to back-up withholding. Shareholders have previously been requested, or will prior to any dividend reinvestment be requested, by the Company or their broker to submit all information and certifications required in order to exempt them from back-up withholding if such exemption is available to them. Foreign shareholders also may be subject to United States Income Tax withholding. In the case of shareholders whose dividends are subject to United States Income Tax withholding, the Company will, to the extent permitted by law, invest in Common Stock an amount equal to dividends less the amount of tax required to be withheld. The regular statement of account confirming purchases made for foreign and domestic Participants will indicate the amount of tax withheld. Optional Cash Payments. The initial tax basis in a Share acquired with an optional cash payment will equal the fair market value of the Shares purchased. The holding period for Shares acquired with optional cash payments under the Plan will begin the day after the Investment Date. A Share consisting of fractional Shares purchased on different dates will have a split holding period, with the holding period for each fractional component beginning the day after its purchase date. Additionally, a Participant's basis in a whole Share resulting from the acquisition of two or more fractional Shares will be the combined fair market value on the Investment Dates for the various fractional Shares. Receipt of Share Certificates and Cash. If a Participant requests certificates for Shares held in his or her Share Account, the Participant will not realize any income when such certificates for whole Shares are received. Any cash received for a fractional Share held in a Participant's account will be treated as an amount realized on the sale of the fractional Share. Participants, therefore, will recognize a gain or a loss equal to any difference between the amount of cash received for the fractional Share and the Participant's tax basis in the fractional Share. Similarly, if the Plan Administrator sells a Participant's Shares pursuant to his or her request upon termination of such Participant's participation in the Plan, the Participant will recognize a gain or a loss equal to the difference between the amount realized on the sale and the Participant's tax basis in the Shares. A gain or a loss recognized on a sale of Shares (including a fractional Share) from a Participant's Share Account generally will be a capital gain or a loss if the Participant holds his or her Plan Shares as capital assets. Such capital gain will be eligible for the alternate tax rate applicable to net capital gains of individuals if the holding period of such Shares is longer than twelve months. INDEMNIFICATION OF DIRECTORS AND OFFICERS OF THE COMPANY The Company's Bylaws provide that the Company shall indemnify any officer of director is made a party to, or is involved in any actual or threatened civil, criminal or administrative action, suit or proceeding (or appeals therefrom) by reason of the fact that he is or was a director, officer or employee of the Company will be indemnified by the Company against all expenses and liabilities, reasonably incurred arising out of or in connection with such litigation except in relation to matters as to which (a) it shall be finally adjudged in such litigation that such person breached his fiduciary duty to the Company or (b) such person failed to act in good faith for a purpose which he reasonably believed to be in the best interests of the Company, or, in the case of criminal litigation, such person had reasonable cause to believe that his conduct was unlawful. The Company's Bylaws also provide that the foregoing right of indemnification shall be in addition to and not exclusive of all other rights to which such director, officer or employee may be entitled. Insofar as indemnification for liabilities arising under the Securities Act may be permitted to officers or directors of the Company pursuant to the foregoing provisions, the Company has been informed that, in the opinion of the Commission, such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. LEGAL OPINIONS The validity of the Shares offered hereby is being passed upon for the Company by Jerry M. Aufox. Mr. Aufox is Secretary and Corporate Counsel of the Company. EXPERTS The financial statements and schedules incorporated in this Prospectus by reference to the Company's Annual Report on Form 10-K for the year ended December 31, 1994 have been audited by Arthur Andersen & Co., independent public accountants, as indicated in their reports with respect thereto included therein and incorporated herein by reference. Such financial statements and schedules are, and audited financial statements and schedules to be included in subsequently filed documents will be (to the extent covered by consents filed with the Commission), incorporated herein in reliance upon the authority of said firm as experts in giving such reports. ADDRESS OF THE PLAN ADMINISTRATOR Enrollment cards, Cash Remittance Forms, optional cash payments, changes in name or address, notices of termination and requests for refunds of payments to purchase Shares, certificates or the sale of Shares held in the Plan should be directed to: American Stock Transfer and Trust Company 40 Wall Street 46th Floor New York, New York 10269-0436 INQUIRIES REGARDING THE PLAN Questions about the Plan and a Participant's participation in the Plan should be addressed to: A.M. Castle & Co. 3400 North Wolf Road Franklin Park, Illinois 60131 (847) 455-7111 No person has been authorized to give any information or to make any representation, other than those contained in this Prospectus, and if given or made, such information or representation must not be relied upon as having been authorized by the Company. This Prospectus does not constitute an offer to sell or a solicitation of an offer to buy any of the securities offered hereby in any jurisdiction to any person to whom it is unlawful to make such offer in such jurisdiction. Neither the delivery of this Prospectus nor any sale made hereunder shall, under any circumstances, create any implication that information herein is correct as of any time subsequent to its date. TABLE OF CONTENTS Page Available Information........ 2 Incorporation by Reference... 2 A.M. Castle & Co............. 3 The Plan..................... 3 Reasons for the Plan......... 3 Eligibility.................. 3 Administration............... 3 Enrollment................... 4 Costs........................ 4 Purchases and Price of Shares 4 Dividends on Shares Held in the Plan................ 5 Account Statements........... 5 Certificates for Shares...... 5 Termination of Participation.. 5 Voting of Shares Held Under the Plan................... 6 Share Dividends, Share Splits and Rights Offerings.................. 6 Responsibility of the Plan Administrator and the Company Under the Plan..... 6 Interpretation and Regulation of the Plan..... 6 Change in or Discontinuance of the Plan................ 6 Federal Income Tax Consequences of Partic- ipation in the Plan........ 7 Indemnification of Directors and Officers of the Company.................... 7 Legal Opinions............... 8 Experts...................... 8 Address of Plan Administrator 8 Inquiries Regarding the Plan. 8 A.M. CASTLE & CO. 1,000,000 Shares of Common Stock, no par value offered by the Company to its shareholders solely in connection with its Dividend Reinvestment and Share Purchase Plan PROSPECTUS April 15, 1996 PART II INFORMATION NOT REQUIRED IN PROSPECTUS Item 14. Other Expenses of Issuance and Distribution. The expenses to be paid in connection with the issuance and distribution of the securities being registered are estimated as follows and will be borne by the registrant: SEC Registration Fee........................$ 11,120.69 Listing Fees.........................................0 Accounting fees and expenses.........................0 Legal fees and expenses..........................5,000 Miscellaneous expenses........................... 0 ------- Total...................................$ 16,120.69 ============ Item 15. Indemnification of Directors and Officers. Article 15 of the Registrant's Certificate of Incorporation provides as follows with respect to the limitation of liability for directors and indemnification: A director of this Corporation shall not be personally liable to the Corporation or its stockholders for monetary damages for breach of fiduciary duty as a director except that this Article Fifteenth shall not eliminate or limit a director's liability (i) for any breach of the director's duty of loyalty to the Corporation or its stockholders; (ii) for acts and omissions not in good faith or which involve intentional misconduct or a knowing violation of law; (iii) under Section 174 of the Delaware General Corporation law or (iv) for any transaction from which the director derived an improper personal benefit. If the Delaware Corporation Law is hereafter amended to authorize the further elimination or limitation of the personal liability of directors, then the liability of a Director of the Corporation shall be eliminated or limited to the fullest extent permitted by the Delaware General Corporation Law as so amended. Any repeal or modification of the foregoing provisions of this Article Fifteenth by the stockholders of this Corporation shall not adversely affect any right or protection of any Director of this Corporation or any act or occurrence taking place prior to such repeal or modification, or otherwise adversely affect any right or protection existing at the time of such repeal or modification. The provisions of this Article Fifteenth shall not be deemed to limit or preclude indemnification, to the extent permitted by Delaware Law, of a director by this Corporation for any liability for a director which has not been eliminated by the provisions of this Article Fifteenth. Article 8 of he Registrant's By-Laws provides as follows with respect to indemnification of directors, officers and employees: Section 1. Any person made a party to or involved in any litigation (which term shall include any actual or threatened civil, criminal or administrative action, claim, suit, proceeding or appeals therefrom) by reason of the fact that he at any time was or is a director, officer or employee of the corporation, or of any other corporation or organization which he served as such at the request of the corporation and in which the corporation owns shares of capital stock or of which it is a creditor, shall (to the fullest extent permitted by law) be indemnified by the corporation against all liabilities and all expenses reasonably incurred by him arising out of or in connection with such litigation, except in relation to matters as to which (a) it shall be finally adjudged in such litigation that such person breached his duty to the corporation (or to such other corporation or organization) or (b) such person failed to act in good faith for a purpose which he reasonably believed to be in the best interests of the corporation (or such other corporation or organization), or in the case of criminal litigation, such person had reasonable cause to believe that his conduct was unlawful. Section 2. Except as provided in Section 1 above, the termination of any litigation by judgment, settlement, conviction or upon a plea of nolo contendere, or its equivalent, shall not create a presumption that a director, officer or employee did not meet the applicable indemnification standard set forth in Section 1 above. Section 3. Except where a person has been wholly successful on the merits with respect to said litigation, any indemnification hereunder shall be made only after: (a) the Board of Directors (acting by a quorum consisting of Directors who are not involved in such litigation) determines that such person has met the applicable indemnification standard set forth in Section 1 above; or (b) the Board of Directors determines, based upon the written opinion of independent legal counsel, that such person has met said indemnification standard. Section 4. Advances may be made by the corporation against costs, expenses and fees at the discretion of, and upon such terms as may be determined by, the Board of Directors. Section 5. The right of indemnification provided hereunder shall not be deemed exclusive of any other right to which any person may be entitled, or of any other indemnification which may lawfully be granted to any person in addition to the indemnification provided hereunder. Indemnification provided hereunder shall, in the case of death of a director, officer or employee, inure to the benefit of his heirs, executors or other lawful representatives. Item 16. Exhibits. Refer to Index to Exhibits. Item 17. Undertakings. The undersigned registrant hereby undertakes: (1) to file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement to include any material information with respect to the plan or distribution not previously disclosed in the registration statement or any material change to such information in the registration statement; (2) that, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof; and (3) to remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering. The undersigned registrant hereby undertakes that, for purposes of determining any liability under the Securities Act of 1933, each filing of the registrant's annual report pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934 (and, where applicable, each filing of an employee benefit plan's annual report pursuant to Section 15(d) of the Securities Exchange Act of 1934) that is incorporated by reference in the registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS, that each of A.M. Castle & Co., a Delaware corporation, and the undersigned directors and officers of A.M. Castle & Co., hereby constitutes and appoints Jerry M. Aufox its or his true and lawful attorneys-in-fact and agents, for it or him and in its or his name, place and stead, in any and all capacities, with full power to act alone, to sign any and all amendments to this registration statement, and to file each such amendment to this registration statement with all exhibits thereto, and any and all documents in connection therewith, with the Securities and Exchange Commission, hereby granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform any and all acts and things requisite and necessary to be done in and about the premises, as fully and to all intents and purposes as it or he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, may lawfully do or cause to be done by virtue hereof. SIGNATURES Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the Village of Franklin Park, State of Illinois on the 19th day of February, 1996. A.M. CASTLE & CO. By:/s/Richard G. Mork Richard G. Mork President and Chief Executive Officer Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated. Signature Title Date /s/Michael Simpson Chairman of the Board February 19, 1996 Michael Simpson /s/Richard G. Mork President - Chief Executive February 19, 1996 Richard G. Mork Officer, and Director /s/Edward F. Culliton Vice President - Chief February 19, 1996 Edward F. Culliton Financial Officer, and Director /s/Daniel T. Carroll Director, Chairman - Human February 19, 1996 Daniel T. Carroll Resources Committee /s/William K. Hall Director February 19, 1996 William K. Hall /s/Robert S. Hamada Director, Chairman - February 19, 1996 Robert S. Hamada Audit Committee /s/John P. Keller Director February 19, 1996 John P. Keller /s/John W. McCarter, Jr. Director February 19, 1996 John W. McCarter, Jr. /s/William J. McDermott Director February 19, 1996 William J. McDermott /s/John W. Puth Director February 19, 1996 John W. Puth /s/Richard A. Virzi Director February 19, 1996 Richard A. Virzi INDEX TO EXHIBITS Exhibit Document Description Sequential No. Page Number - - --------- -------------------- ------------ 3.1 Registrant's Certificate of Incorporation, incorporated by reference to exhibit 3(B) to Registrant's Form 10-K for the year ended December 31, 1994 (the "1994 10-K"). 3.2 Registrant's By-Laws, incorporated by reference to exhibit 3(C) to the 1994 10-K. 5 Opinion of Jerry M. Aufox as to the legality of the Shares being registered. 10.1 Long term incentive compensation plan, incorporated by reference to exhibit 10(D) to the 1994 10-K. 10.2 1990 Restricted Stock and Stock Option Plan, incorporated by reference to exhibit 10(E) to the 1994 10-K. 10.3 Description of Management Incentive Plan, incorporated by reference to exhibit 10(F) to the 1994 10-K. 10.4 Dividend Reinvestment and Share Purchase Plan. 23.2 Consent of Arthur Andersen & Co. 24.1 Power of Attorney pursuant to which amendments to this Registration Statement may be filed (included in this Registration Statement at page II-4). EX-5 2 [Castle Metals Letterhead] April 10, 1996 A.M. Castle & Co. 3400 North Wolf Road Franklin Park, Illinois 60131 Ladies and Gentlemen: I have acted as counsel to A.M. Castle & Co., a Delaware corporation (the "Company") in connection with the proposed public offering of shares of the Company's common stock, no par value (the "Common Stock") pursuant to the Company's Dividend Reinvestment Plan (the "Plan"). The Company intends to file a registration statement on Form S-3 (the "Registration Statement") with the Securities and Exchange Commission pursuant to the Securities Act of 1933, as amended (the "Securities Act"), with respect to up to one million (1,000,000) shares of Common Stock which may be offered and sold pursuant to the Plan (the "Plan Shares"). I have examined the Company's Certificate of Incorporation, By-Laws, minutes of the Company's corporate proceedings, an executed copy of the Registration Statement and all exhibits thereto, the Plan, and such other documents, records and matters of law deemed necessary by me in order to deliver the opinion contained herein. In the course of my examination, I have assumed the genuineness of all signatures, the authority of all signatories to sign on behalf of their principals, if any, the authenticity of all documents submitted to me as original documents and the conformity to original documents of all documents submitted to me as certified or photostatic copies. As to certain factual matters, I have relied upon information furnished to me by officers of the Company. Based on the foregoing and solely in reliance thereon, it is my opinion that the Plan Shares have been duly authorized and, assuming the effectiveness of the Registration Statement under the Securities Act, when issued and paid for as contemplated by the Registration Statement, will be validly issued, fully paid and non-assessable. I hereby consent to the filing of this letter as an exhibit to the Registration Statement and to the reference to it in the prospectus included therein under the caption "Legal Opinions." Sincerely, /s/ Jerry M. Aufox Jerry M. Aufox EX-10.4 3 A.M. CASTLE & CO. 3400 North Wolf Road Franklin Park, Illinois 60131 June 30, 1995 Dear Shareholder: A.M. Castle & Co. (the "Company") has adopted a Dividend Reinvestment and Share Purchase Plan (the "Plan") which offers its shareholders a convenient way to increase their ownership of the Company automatically without paying brokerage commissions or bank fees. Under the Plan, such fees are absorbed by the Company. Moreover, the Plan allows shareholders to make cash purchases of additional shares, also without payment of brokerage commissions or bank fees, even without enrolling in the dividend reinvestment portion of the Plan. The Plan is administered by the Company's transfer agent, American Stock Transfer and Trust Company. The Company has made arrangements for the Plan solely as a convenience to its shareholders. Participation is voluntary and you may join or withdraw at your discretion. The enclosed document contains the details of the Plan. We suggest that you read it and retain it for future reference. Very truly yours, Richard G. Mork President and Chief Executive Officer A.M. Castle & Co. DIVIDEND REINVESTMENT AND SHARE PURCHASE PLAN As a shareholder of A.M. Castle & Co. (the "Company") you are entitled to acquire additional shares of the Company's Common Stock, no par value ("Shares"), through a Dividend Reinvestment and Share Purchase Plan (the "Plan") offered and administered by the Company's transfer agent, American Stock Transfer and Trust Company (the "Agent"). The Plan also offers a simple procedure for the cash purchase of additional Shares. A. Benefits The Plan provides for the automatic reinvestment of dividends and provides shareholders with a systematic investment program. Shares may be purchased under the Plan at no cost to you for brokerage commission or bank fees on purchases. The Plan offers simplified record keeping, safekeeping of Shares and the opportunity to make additional cash purchases regardless of whether you reinvest dividends. B. Dividend Reinvestment The Plan permits you to invest your dividends in additional Shares at no cost to you for brokerage commissions or bank fees. Instead of sending your regular dividend check to you, the Agent will use your dividend to purchase more Shares and credit them to your account. In addition to any full Shares your dividends may purchase, you will be credited with fractional Shares computed to three decimal places for any balance amounting to less than the price of a full Share. Future dividends will then be paid on the basis of your cumulative holdings of both full and fractional Shares, thereby compounding your investment. C. Convenience After you have enrolled in the Plan, you need take no further action. The Agent handles all the details of each transaction. Your dividends are paid by the Company directly to the Agent, which applies them toward the purchase of more Shares at the current market price of the Shares. The Agent then credits the Shares to your account and sends you a statement itemizing the details of your investment and advising you of the exact status of your holdings for your records. Participants should be aware that it is important to retain all statements received as there could be a fee incurred when requesting the Agent to supply past history. D. The Cash Purchase Option Whether you choose to reinvest dividends or not-you may, as a shareowner of record, purchase additional Shares. You may make these purchases whenever you choose and in varying amounts ranging from as little as $100 a month or quarter, or from time to time, to a maximum investment of $10,000 per quarter. (See section G for the dates on which cash must be received.) E. Voting Privileges You will retain the right to direct the voting of any Shares held for you by the Agent. F. Tax Requirements Your dividend is subject to income tax just as if you had received a check, and payment by the Company of brokerage commissions on your behalf constitutes additional taxable income to you. When your Shares (purchased through the Plan) are sold, the cost basis for determining taxable gain or loss may be increased by the brokerage commission applicable to each Share sold. Questions relating to tax treatment of these items should be referred to your tax advisor. Under Section 3406(a)(1) of the Code, the Company is required to withhold for United States income tax purposes 31% of all dividend payments to a shareholder of the Company if (i) such shareholder has failed to furnish to the Company his taxpayer identification number ("TIN"), which for an individual is his social security number, (ii) the Internal Revenue Service (the "Service") has notified the Company that the TIN furnished by the shareholder is incorrect, (iii) the Service notified the Company that back-up withholding should be commenced because the shareholder has failed to properly report interest or dividends or (iv) the shareholder has failed to certify, under penalties of perjury, that he is not subject to back-up withholding. Shareholders have previously been requested or, prior to any dividend reinvestment, will be requested by the Company or their broker to submit all information and certifications required in order to exempt them from back-up withholding if such exemption is available to them. In the case of a shareholder who is subject to backup withholding tax on dividends under the Plan, or a foreign shareholder whose dividends are subject to United States income tax withholding, the amount of the tax to be withheld will be deducted from the amount of the dividend and only the reduced amount will be reinvested in Shares. G. How to Participate 1. Reinvestment of dividends: If you wish to reinvest your dividends automatically, just complete the enclosed shareholder authorization card and return it to American Stock Transfer and Trust Company, 40 Wall Street, 46th Floor, New York, New York 10269-0436. Dividend reinvestment will begin with the first dividend payment following receipt of your authorization, provided there is sufficient time for processing prior to the dividend record date. Otherwise, your participation will be deferred until the next dividend. After you have joined the Plan, your future dividends will continue to be used to purchase full or fractional Shares for as long as you choose to remain a participant. 2. Cash purchase options: If, as a member of the Plan, you wish to use the Cash Purchase Option, simply use the cash remittance slip included for this purpose with each statement of your Plan account. Fill out this slip and send it to the Agent along with your check. If you are not in the dividend reinvestment portion of the Plan, and wish to participate only in the Cash Purchase Option, simply complete the enclosed shareholder authorization card and return it to the Agent. (Make sure you check the "Cash Purchase Option ONLY" block.) Thereafter, you may make cash purchases using the cash remittance slip included with the statement of your plan account. As a participant in the Cash Purchase Option only, you will continue to receive your dividends. The Agent will send you a statement once each quarter showing the amount of your remittance and the number of Shares purchased for you. The Agent will hold those Shares until you decide to make a withdrawal from the Plan. Share purchases from cash investments will be made each quarter concurrent with the dividend payment date (the "Payable Date"). The latest date on which cash may be received in any calendar quarter will be the dividend record date for that quarter as announced by the Company (each, a "Cash Receipt Date"). In the event that the Cash Receipt Date or Payable Date falls on a Saturday, Sunday or a business holiday, then the next business day will become the effective "Cash Receipt Date." Each optional cash contribution must be accompanied by a properly executed Cash Remittance Form which is attached to each statement you receive. Cash contributions should be made payable, drawn against United States banks and in United States dollars, and mailed directly to American Stock Transfer and Trust Company, 40 Wall Street, 46th Floor, New York, New York 10269-0436. Checks drawn against Non-U.S. banks must have the United States currency imprinted on the check. Deliveries to any other address do not constitute valid delivery. Timeliness of your cash investment is important because the Agent does not pay interest on cash deposits. Funds not previously invested will be invested along with the next reinvestment. Participants will have the unconditional right to obtain the return of any additional cash investments up to two business days prior to investment. H. Safekeeping At your request, the Agent will receive and hold Shares represented by any certificates now held by or for you. As a Plan participant, you may send such certificates to the Agent for credit to your account in the Plan. These certificates will be added to the Shares in your account and will appear in subsequent statements in combination with your previous Plan Shares and dividends. If you are interested in having the Agent hold Shares now in your possession, write for further information to: American Stock Transfer and Trust Company 40 Wall Street 46th Floor New York, New York 10269-0436 I. If Your Shares are Held in Street Name If your Shares are not held in your name but instead are held by a broker, bank or other nominee, you may participate in the dividend reinvestment feature of the Plan through such record owner and should instruct the broker, bank or other nominee to arrange with its depository or registered nominee for reinvestment of dividends under the Plan. If your Shares are not held in your name but instead are held by a broker or nominee, and you wish to participate in the Cash Purchase Option feature of the Plan, the ownership of your Shares must be transferred to you personally. If you wish to participate in the Cash Purchase Option feature of the Plan as explained herein, ask your broker or nominee to make such a transfer on your behalf. Upon receipt of the Share certificates registered in your name(s), write to American Stock Transfer and Trust Company at the address given above and request an authorization card to join the Plan. J. Withdrawal from the Plan You may withdraw any whole number of Shares from the Plan at any time simply by notifying the Agent in writing. The Agent, without charge to you, will issue you a certificate for those Shares requested, and will retain the remaining whole and fractional Shares in your account while continuing your participation in the Plan. If you wish to make a complete withdrawal and termination, (1) the Agent will issue a certificate for all full Shares held by you, and will remit your fractional Share interest in cash (fractional Share certificates are not issued); (2) you may instruct the Agent to sell your Shares and deliver the proceeds to you; or (3) you may leave any quantity of your Shares in your account and request the balance in cash. SELLING PARTICIPANTS SHOULD BE AWARE THAT SHARE PRICES MAY FALL DURING THE PERIOD BETWEEN A REQUEST FOR SALE, ITS RECEIPT BY THE AGENT, AND THE ULTIMATE SALE IN THE OPEN MARKET WITHIN TEN BUSINESS DAYS AFTER RECEIPT. THIS RISK SHOULD BE EVALUATED BY THE PARTICIPANT AND IS A RISK TO BE BORNE SOLELY BY THE PARTICIPANT. No redemption check will be mailed prior to settlement of funds from the brokerage firm. The settlement is five business days (one week) after the sale of Shares. To make a withdrawal from the Plan, send your written instructions to: American Stock Transfer and Trust Company 40 Wall Street 46th Floor New York, New York 10269-0436 Deliveries to any other address do not constitute valid delivery. K. Terms and Conditions of Authorization for Dividend Reinvestment and Share Purchase Plan 1. As the participant's agent, American Stock Transfer and Trust Company will receive cash dividends from the Company on Shares held by each shareholder participating in the Plan unless the shareholder checked the "Cash purchase only" block on the authorization card. Cash dividends on those full and fractional Shares (computed to three decimal places) acquired under the Plan, and all additional cash investments, will be applied toward the purchase of Shares for the participant's account. Such purchases may be made, at the Company's election (the "Purchase Election"), either (A) from the Company out of its authorized but unissued or treasury Shares (a "Company Purchase") or (B) on any securities exchange where the Shares are traded, in the over-the-counter market or in negotiated transactions (a "Market Purchase"). The Purchase Election may be made by the Company by oral or written notice to the Agent. Shares purchased through a Company Purchase will be made as of the Payable Date and the purchase price will be the average of the high and low sales prices for the Shares on such date as reported in the American Stock Exchange Composite Transactions. If a Payable Date falls on a day on which the Shares are not traded, the purchase price of Shares purchased through a Company Purchase will be determined by averaging the averages of the reported high and low sales prices for the Shares on the trading dates next preceding and next following such date. The purchase of any Shares through a Market Purchase may be on such terms as to price, delivery, and otherwise as the Agent may determine. The Agent will reinvest dividends through Market Purchases promptly after receipt of the Company Election and in no event later than 30 days after receipt of the Company Election except when necessary to comply with applicable provisions of federal securities laws. 2. In order to avoid delays prior to investment, you are advised to send your cash remittances as outlined in section G.2. This procedure may be varied by the Company if necessary to comply with applicable provisions of federal securities laws and rules and practice thereunder. Funds not previously invested will be invested along with the next dividend reinvestment. Participants have an unconditional right to obtain the return of any additional cash investment up to two business days before investment. Cash deposits may be made from time to time in amounts of not less than $100 each up to a maximum of $10,000 per quarter. In the event that any check is returned unpaid for any reason, the Agent will consider the request for investment of such money null and void and shall immediately remove from the participant's account Shares, if any, purchased upon the prior credit of such money. The Agent shall thereupon be entitled to sell these Shares to satisfy any uncollected amounts. If the net proceeds of the sale of such Shares are insufficient to satisfy the balance of such uncollected amounts, the Agent shall be entitled to sell such additional Shares from the participant's account to satisfy the uncollected balance. 3. In making purchases for the participant's account, the Agent may commingle the participant's funds with those of other shareholders of the Company participating in the Plan. The price at which the Agent shall be deemed to have acquired Shares for the participant's account shall be the average price of all Shares purchased by it as agent for all participants in the Plan with the proceeds of a single cash dividend of the Company together with any additional cash investments being concurrently invested or with the proceeds of any voluntary cash investments being invested other than concurrently. The Agent may hold the Shares of all participants on deposit in its name or in the name of its nominee. The Agent shall have no responsibility as to the value of the Shares of the Company acquired for the participant's account. It is understood that for a number of reasons including observance of the Rules and Regulations of the Securities and Exchange Commission requiring temporary curtailment or suspension of purchases, it is possible that the whole amount of funds available in the participant's account for the Shares of the Company might not be applied to the purchase of such Shares on or before the next ensuing dividend payment date. The Agent shall not be liable when conditions prevent the purchase of Shares or interfere with the timing of such purchases. No participant shall have any authority or power to direct the time or price at which Shares may be purchased. 4. As soon as practicable after the purchases of Shares have been completed, the Agent will send each participant a statement of account confirming the transaction and itemizing any previous reinvestment activity for the calendar year. A statement reflecting the amount of cash received by the Agent will be issued on receipt of each cash investment. Certificates will not be issued to the participant under the Plan unless he or she so requests in writing or unless his or her account is terminated. Certificates for fractional Shares will not be issued in any case. 5. It is understood that shareholder authorization for dividend reinvestment must be received by the Agent in sufficient time for processing prior to the dividend record date for Shares of the Company. Otherwise, such authorization shall not be effective until the next dividend record date. It is also understood that shareholder authorization for cash deposits must be received by the Agent not later than five business days before the dates of investment specified in Paragraph 2 above. 6. It is understood that the reinvestment of dividends does not relieve the participant of any income tax which may be payable on such dividends. The Agent will report to each participant for tax purposes the dividends credited to his account, as well as agent fees and brokerage commissions paid by the Company. 7. The Agent will not vote Shares that it holds for a participant's account except as directed by the participant. 8. The participant may deposit Shares of the Company with the Agent for safekeeping. The Agent will credit the number of Shares deposited to the participant's account and will treat them in all respects in the same manner as Shares purchased for the participant's account. However, Shares deposited for safekeeping must remain in the participant's account for a period of 60 days before they can be sold. All certificates should be sent to American Stock Transfer and Trust Company, 40 Wall Street, 46th Floor, New York, New York 10269-0436 by either registered or certified mail, return receipt requested since the participant bears the risk of loss in transit. 9. A participant may terminate his account at any time by writing to the Agent. A withdrawal/termination form is provided on the reverse side of the account statement for this purpose. This notice should be addressed to American Stock Transfer and Trust Company. Notice for termination of account must be received by the Agent in sufficient time for processing prior to the record date; otherwise, such notice shall not be effective until after purchases from the dividends paid have been completed and the Shares credited to all participants. All dividends with a record date after timely receipt of notice for termination will be sent directly to the participant. The Agent may terminate the account by notice in writing mailed to the participant. Once termination has been effected, the Agent will issue to the participant, without charge, certificates for the full Shares held in his or her account or, if he or she so requests, sell the full Shares (within 10 business days) held under the Plan, and deliver the proceeds to him or her. The participant's interest in any fractional Share held in his account at termination will be paid in cash at the then current market value of Shares. No participant shall have the authority or power to direct the date or sales price at which Shares may be sold. Requests must indicate the number of Shares to be sold and not the dollar amount to be attained. Any such request that does not clearly indicate the number of Shares to be sold will be returned to the participant with no action taken. If a participant disposes of all Shares represented by certificates registered in his or her own name on the books of the Company but does not give notice of termination under the Plan, the Agent may continue to reinvest the dividends on his or her Shares held under the Plan until otherwise directed. 10. It is understood that any share dividends or share splits distributed by the Company on all Shares participating in the Plan, whether they are held by the Agent or held by the participant, will be credited to the participant's account. In the event the Company makes available rights to purchase additional Shares or other securities, the participant will receive a subscription warrant for all such rights directly from the Agent. 11. The Agent shall not be liable hereunder for any act done in good faith, or for any good faith omission to act, including, without limitation, any claims of liability (1) arising out of failure to terminate any participant's account upon such participant's death prior to receipt of notice in writing of such death and (2) with respect to the prices at which Shares are purchased for the participant's account and the times such purchases are made. 12. These terms and conditions may be amended or supplemented by the Company at any time or times but, except when necessary or appropriate to comply with law or the rules or policies of the Securities and Exchange Commission or other regulatory authority, only by mailing appropriate written notice at least 30 days prior to the effective date thereof to each participant. The amendment or supplement shall be deemed to be accepted by the participant unless, prior to the effective date thereof, the Agent receives written notice of the termination of participant's account. Any such amendment may include an appointment by the Company in the Agent's place and stead of a successor bank or agent under these terms and conditions, in which event the Company is authorized to pay such successor bank or agent for the account of the participant, all dividends and distributions payable on the Company's Shares held by the participant, subject to the Plan, for application by such successor bank or agent as provided in these terms and conditions. The Company reserves the right, without notice to participants, to interpret and regulate the Plan as it deems necessary or desirable in connection with its operation. Any such interpretation and regulations shall be conclusive. 13. The Plan may be suspended or terminated by the Company at any time in its sole discretion by providing notice to the Agent. In the event of termination, participants will receive a certificate for the number of whole Shares credited to their accounts under the Plan and cash payment for the value of any fractional share at the then current market value of shares. 14. The terms and conditions of this authorization shall be governed by the laws of the State of Illinois. Date: April 27, 1995 EX-23.2 4 Exhibit 23.2 Consent of Independent Public Accountants As independent public accounts, we hereby consent to the incorporation by reference in this registration statement of our report dated February 5, 1996, included in the A.M. Castle and Co. Annual Report on Form 10-K for the year ended December 31, 1995, and to all references to our firm included in this registration statement. /s/ Arthur Andersen LLP ARTHUR ANDERSEN LLP Chicago, Illinois March 15, 1996 -----END PRIVACY-ENHANCED MESSAGE-----