UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
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A.M. Castle & Co.
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(Name of Issuer)
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Common Stock, $0.01 par value
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(Title of Class of Securities)
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148411 309
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(CUSIP Number)
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John Oliva
Highbridge Capital Management, LLC
277 Park Avenue, 23rd Floor
New York, New York 10172
(212) 287-4900
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(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
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February 27, 2020
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(Date of Event which Requires Filing of this Statement)
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If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule
because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box. ☐
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Note: Schedules filed in paper format shall include a signed original and five copies of the schedule,
including all exhibits. See Rule 13d-7 for other parties to whom copies are to be sent.
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*The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of
securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.
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The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities
Exchange Act of 1934 or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
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CUSIP No. 148411 309
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SCHEDULE 13D
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Page 2 of 8
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1
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NAME OF REPORTING PERSON
Highbridge Capital Management, LLC
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a) ☐
(b) ☒
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3
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SEC USE ONLY
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4
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SOURCE OF FUNDS
OO
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5
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
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☐
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING PERSON
WITH
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7
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SOLE VOTING POWER
0
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8
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SHARED VOTING POWER
509,102
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9
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SOLE DISPOSITIVE POWER
0
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10
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SHARED DISPOSITIVE POWER
509,102
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
509,102
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12
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES:
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☐
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13.9%
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14
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TYPE OF REPORTING PERSON
IA, OO
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CUSIP No. 148411 309
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SCHEDULE 13D
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Page 3 of 8
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1
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NAME OF REPORTING PERSON
Highbridge MSF International Ltd. (formerly known as 1992 MSF International Ltd.)
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a) ☐
(b) ☒
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3
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SEC USE ONLY
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4
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SOURCE OF FUNDS
OO
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5
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
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☐
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
Cayman Islands, British West Indies
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING PERSON
WITH
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7
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SOLE VOTING POWER
0
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8
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SHARED VOTING POWER
425,848
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9
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SOLE DISPOSITIVE POWER
0
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10
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SHARED DISPOSITIVE POWER
425,848
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
425,848
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12
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES:
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☐
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
11.7%
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14
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TYPE OF REPORTING PERSON
OO
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CUSIP No. 148411 309
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SCHEDULE 13D
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Page 4 of 8
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CUSIP No. 148411 309
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SCHEDULE 13D
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Page 5 of 8
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CUSIP No. 148411 309
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SCHEDULE 13D
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Page 6 of 8
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(a) |
As of the date hereof, Highbridge Capital, as the trading manager of the Funds may be deemed to be the beneficial owner of 509,102 shares of Common Stock, constituting 13.9% of the
outstanding shares of Common Stock.
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(b) |
See facing pages for each Reporting Person.
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(c) |
Information with respect to all transactions in the shares beneficially owned by the Reporting Persons that were effected during the past sixty days is set forth in Item 4.
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(d) |
No person other than the Reporting Persons and the Funds is known to have the right to receive, or the power to direct the receipt of dividends from, or proceeds from the sale of, the
shares of Common Stock held by the Funds.
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(e) |
Not applicable.
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CUSIP No. 148411 309
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SCHEDULE 13D
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Page 7 of 8
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Exhibit 5
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Form of Support Agreement between A.M. Castle & Co. and holders who, in the aggregate, hold in excess of 96% of the Company’s outstanding 5.00%/7.00% Convertible
Senior PIK Toggle Notes due 2022 (incorporated by reference to Exhibit 10.1 to A.M. Castle & Co.’s Current Report on Form 8-K filed with the Securities and Exchange Commission on February 27, 2020 (File No. 1-5415).
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CUSIP No. 148411 309
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SCHEDULE 13D
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Page 8 of 8
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Highbridge Capital Management, LLC
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By:
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/s/ John Oliva
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Name:
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John Oliva
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Title:
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Managing Director
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Highbridge MSF International Ltd. (formerly known as 1992 MSF International Ltd.)
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By: |
Highbridge Capital Management, LLC, solely in its capacity as Trading Manager
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By:
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/s/ John Oliva
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Name:
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John Oliva
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Title:
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Managing Director
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Name
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Position and Present
Principal Occupation |
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Citizenship
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Business Address
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Oliva, John, Leo
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Chief Compliance Officer/Managing Director
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United States
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c/o Highbridge Capital Management, LLC, 277 Park Avenue, 23rd Floor
New York, New York 10172
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Creatore, Marc, David
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Chief Operating Officer/Managing Director
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United States
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c/o Highbridge Capital Management, LLC, 277 Park Avenue, 23rd Floor
New York, New York 10172
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Cresswell, Richard, James
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Chief Risk Officer/Executive Director
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United States
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c/o Highbridge Capital Management, LLC, 277 Park Avenue, 23rd Floor
New York, New York 10172
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Parker, Julie, Elizabeth
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Chief Legal Officer
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United States
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c/o Highbridge Capital Management, LLC, 277 Park Avenue, 23rd Floor
New York, New York 10172
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Name
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Position
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Present
Principal Occupation |
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Citizenship
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Business Address
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Clive Harris
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Director
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Chartered Accountant (England & Wales)
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United Kingdom
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#7 Raleigh Harbour North 228 Raleigh Quay, Governor’s Harbour, West Bay, Grand Cayman
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Richard C. Crawshaw
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Director
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Chartered Accountant (England & Wales)
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United Kingdom
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17 Silver Thatch Drive, George Town, Grand Cayman, Cayman Islands
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Bernard Lozé
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Director
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Chairman and Founder of Lozé et
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France
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43 Avenue Marceau, 75116 Paris, France
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