Washington, D.C. 20549
(Amendment No. 1)
*
A.M. Castle & Co.
c/o Joseph T. Ryerson & Son, Inc.
227 W. Monroe, 27th Floor
Attention: Edward J. Lehner
Russell L. Leaf, Esq.
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box:
☐
* 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.
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 (“Act”) 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. 148411101
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|
Page 2 of 19 Pages
|
|
1
|
NAME OF REPORTING PERSON
EPE, LLC
|
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
☐
(b)
☒
|
|
3
|
SEC USE ONLY
|
|
4
|
SOURCE OF FUNDS
OO
|
|
5
|
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) ☐
|
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
|
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
|
7
|
SOLE VOTING POWER
0
|
|
8
|
SHARED VOTING POWER
1,397,428
|
|
9
|
SOLE DISPOSITIVE POWER
0
|
|
10
|
SHARED DISPOSITIVE POWER
1,397,428
|
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,397,428 (see Item 5)
|
|
12
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) ☐
|
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
4.28% (based on 32,642,620 shares of Common Stock outstanding on August 3, 2016)*
|
|
14
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
OO
|
* As disclosed by A.M. Castle & Co. in its Form 10-Q for the quarter ended June 30, 2016, filed with the Securities and Exchange Commission on August 9, 2016.
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CUSIP No. 148411101
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Page 3 of 19 Pages
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1
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NAME OF REPORTING PERSON
Joseph T. Ryerson & Son, Inc. (as successor-in-interest to Ryerson, Inc.)
|
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
☐
(b)
☒
|
|
3
|
SEC USE ONLY
|
|
4
|
SOURCE OF FUNDS
OO
|
|
5
|
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) ☐
|
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
|
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
|
7
|
SOLE VOTING POWER
0
|
|
8
|
SHARED VOTING POWER
1,397,428
|
|
9
|
SOLE DISPOSITIVE POWER
0
|
|
10
|
SHARED DISPOSITIVE POWER
1,397,428
|
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,397,428 (see Item 5)
|
|
12
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) ☐
|
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
4.28% (based on 32,642,620 shares of Common Stock outstanding on August 3, 2016)*
|
|
14
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
CO
|
* As disclosed by A.M. Castle & Co. in its Form 10-Q for the quarter ended June 30, 2016, filed with the Securities and Exchange Commission on August 9, 2016.
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CUSIP No. 148411101
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Page 4 of 19 Pages
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1
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NAME OF REPORTING PERSON
Ryerson Holding Corporation
|
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
☐
(b)
☒
|
|
3
|
SEC USE ONLY
|
|
4
|
SOURCE OF FUNDS
OO
|
|
5
|
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) ☐
|
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
|
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
|
7
|
SOLE VOTING POWER
0
|
|
8
|
SHARED VOTING POWER
1,397,428
|
|
9
|
SOLE DISPOSITIVE POWER
0
|
|
10
|
SHARED DISPOSITIVE POWER
1,397,428
|
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,397,428 (see Item 5)
|
|
12
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) ☐
|
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
4.28% (based on 32,642,620 shares of Common Stock outstanding on August 3, 2016)*
|
|
14
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
CO
|
* As disclosed by A.M. Castle & Co. in its Form 10-Q for the quarter ended June 30, 2016, filed with the Securities and Exchange Commission on August 9, 2016.
|
CUSIP No. 148411101
|
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Page 5 of 19 Pages
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1
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NAME OF REPORTING PERSON
Platinum Equity Capital Partners-PF, L.P.
|
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
☐
(b)
☒
|
|
3
|
SEC USE ONLY
|
|
4
|
SOURCE OF FUNDS
OO
|
|
5
|
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) ☐
|
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
|
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
|
7
|
SOLE VOTING POWER
0
|
|
8
|
SHARED VOTING POWER
1,397,428
|
|
9
|
SOLE DISPOSITIVE POWER
0
|
|
10
|
SHARED DISPOSITIVE POWER
1,397,428
|
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,397,428 (see Item 5)
|
|
12
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) ☐
|
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
4.28% (based on 32,642,620 shares of Common Stock outstanding on August 3, 2016)*
|
|
14
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
PN
|
* As disclosed by A.M. Castle & Co. in its Form 10-Q for the quarter ended June 30, 2016, filed with the Securities and Exchange Commission on August 9, 2016.
|
CUSIP No. 148411101
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Page 6 of 19 Pages
|
|
1
|
NAME OF REPORTING PERSON
Platinum Equity Capital Partners, L.P.
|
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
☐
(b)
☒
|
|
3
|
SEC USE ONLY
|
|
4
|
SOURCE OF FUNDS
OO
|
|
5
|
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) ☐
|
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
|
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
|
7
|
SOLE VOTING POWER
0
|
|
8
|
SHARED VOTING POWER
1,397,428
|
|
9
|
SOLE DISPOSITIVE POWER
0
|
|
10
|
SHARED DISPOSITIVE POWER
1,397,428
|
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,397,428 (see Item 5)
|
|
12
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) ☐
|
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
4.28% (based on 32,642,620 shares of Common Stock outstanding on August 3, 2016)*
|
|
14
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
PN
|
* As disclosed by A.M. Castle & Co. in its Form 10-Q for the quarter ended June 30, 2016, filed with the Securities and Exchange Commission on August 9, 2016.
|
CUSIP No. 148411101
|
|
Page 7 of 19 Pages
|
|
1
|
NAME OF REPORTING PERSON
Platinum Equity Capital Partners-A, L.P.
|
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
☐
(b)
☒
|
|
3
|
SEC USE ONLY
|
|
4
|
SOURCE OF FUNDS
OO
|
|
5
|
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) ☐
|
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
|
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
|
7
|
SOLE VOTING POWER
0
|
|
8
|
SHARED VOTING POWER
1,397,428
|
|
9
|
SOLE DISPOSITIVE POWER
0
|
|
10
|
SHARED DISPOSITIVE POWER
1,397,428
|
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,397,428 (see Item 5)
|
|
12
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) ☐
|
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
4.28% (based on 32,642,620 shares of Common Stock outstanding on August 3, 2016)*
|
|
14
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
PN
|
* As disclosed by A.M. Castle & Co. in its Form 10-Q for the quarter ended June 30, 2016, filed with the Securities and Exchange Commission on August 9, 2016.
|
CUSIP No. 148411101
|
|
Page 8 of 19 Pages
|
|
1
|
NAME OF REPORTING PERSON
Platinum Equity Capital Partners-PF II, L.P.
|
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
☐
(b)
☒
|
|
3
|
SEC USE ONLY
|
|
4
|
SOURCE OF FUNDS
OO
|
|
5
|
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) ☐
|
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
|
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
|
7
|
SOLE VOTING POWER
0
|
|
8
|
SHARED VOTING POWER
1,397,428
|
|
9
|
SOLE DISPOSITIVE POWER
0
|
|
10
|
SHARED DISPOSITIVE POWER
1,397,428
|
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,397,428 (see Item 5)
|
|
12
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) ☐
|
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
4.28% (based on 32,642,620 shares of Common Stock outstanding on August 3, 2016)*
|
|
14
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
PN
|
* As disclosed by A.M. Castle & Co. in its Form 10-Q for the quarter ended June 30, 2016, filed with the Securities and Exchange Commission on August 9, 2016.
|
CUSIP No. 148411101
|
|
Page 9 of 19 Pages
|
|
1
|
NAME OF REPORTING PERSON
Platinum Equity Capital Partners II, L.P.
|
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
☐
(b)
☒
|
|
3
|
SEC USE ONLY
|
|
4
|
SOURCE OF FUNDS
OO
|
|
5
|
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) ☐
|
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
|
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
|
7
|
SOLE VOTING POWER
0
|
|
8
|
SHARED VOTING POWER
1,397,428
|
|
9
|
SOLE DISPOSITIVE POWER
0
|
|
10
|
SHARED DISPOSITIVE POWER
1,397,428
|
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,397,428 (see Item 5)
|
|
12
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) ☐
|
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
4.28% (based on 32,642,620 shares of Common Stock outstanding on August 3, 2016)*
|
|
14
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
PN
|
* As disclosed by A.M. Castle & Co. in its Form 10-Q for the quarter ended June 30, 2016, filed with the Securities and Exchange Commission on August 9, 2016.
|
CUSIP No. 148411101
|
|
Page 10 of 19 Pages
|
|
1
|
NAME OF REPORTING PERSON
Platinum Equity Capital Partners-A II, L.P.
|
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
☐
(b)
☒
|
|
3
|
SEC USE ONLY
|
|
4
|
SOURCE OF FUNDS
OO
|
|
5
|
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) ☐
|
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
|
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
|
7
|
SOLE VOTING POWER
0
|
|
8
|
SHARED VOTING POWER
1,397,428
|
|
9
|
SOLE DISPOSITIVE POWER
0
|
|
10
|
SHARED DISPOSITIVE POWER
1,397,428
|
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,397,428 (see Item 5)
|
|
12
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) ☐
|
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
4.28% (based on 32,642,620 shares of Common Stock outstanding on August 3, 2016)*
|
|
14
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
PN
|
* As disclosed by A.M. Castle & Co. in its Form 10-Q for the quarter ended June 30, 2016, filed with the Securities and Exchange Commission on August 9, 2016.
|
CUSIP No. 148411101
|
|
Page 11 of 19 Pages
|
|
1
|
NAME OF REPORTING PERSON
Platinum Rhombus Principals, LLC
|
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
☐
(b)
☒
|
|
3
|
SEC USE ONLY
|
|
4
|
SOURCE OF FUNDS
OO
|
|
5
|
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) ☐
|
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
|
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
|
7
|
SOLE VOTING POWER
0
|
|
8
|
SHARED VOTING POWER
1,397,428
|
|
9
|
SOLE DISPOSITIVE POWER
0
|
|
10
|
SHARED DISPOSITIVE POWER
1,397,428
|
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,397,428 (see Item 5)
|
|
12
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) ☐
|
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
4.28% (based on 32,642,620 shares of Common Stock outstanding on August 3, 2016)*
|
|
14
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
OO
|
* As disclosed by A.M. Castle & Co. in its Form 10-Q for the quarter ended June 30, 2016, filed with the Securities and Exchange Commission on August 9, 2016.
|
CUSIP No. 148411101
|
|
Page 12 of 19 Pages
|
|
1
|
NAME OF REPORTING PERSON
Platinum Equity Partners, LLC
|
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
☐
(b)
☒
|
|
3
|
SEC USE ONLY
|
|
4
|
SOURCE OF FUNDS
OO
|
|
5
|
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) ☐
|
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
|
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
|
7
|
SOLE VOTING POWER
0
|
|
8
|
SHARED VOTING POWER
1,397,428
|
|
9
|
SOLE DISPOSITIVE POWER
0
|
|
10
|
SHARED DISPOSITIVE POWER
1,397,428
|
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,397,428 (see Item 5)
|
|
12
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) ☐
|
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
4.28% (based on 32,642,620 shares of Common Stock outstanding on August 3, 2016)*
|
|
14
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
OO
|
* As disclosed by A.M. Castle & Co. in its Form 10-Q for the quarter ended June 30, 2016, filed with the Securities and Exchange Commission on August 9, 2016.
|
CUSIP No. 148411101
|
|
Page 13 of 19 Pages
|
|
1
|
NAME OF REPORTING PERSON
Platinum Equity Investment Holdings, LLC
|
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
☐
(b)
☒
|
|
3
|
SEC USE ONLY
|
|
4
|
SOURCE OF FUNDS
OO
|
|
5
|
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) ☐
|
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
|
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
|
7
|
SOLE VOTING POWER
0
|
|
8
|
SHARED VOTING POWER
1,397,428
|
|
9
|
SOLE DISPOSITIVE POWER
0
|
|
10
|
SHARED DISPOSITIVE POWER
1,397,428
|
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,397,428 (see Item 5)
|
|
12
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) ☐
|
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
4.28% (based on 32,642,620 shares of Common Stock outstanding on August 3, 2016)*
|
|
14
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
OO
|
* As disclosed by A.M. Castle & Co. in its Form 10-Q for the quarter ended June 30, 2016, filed with the Securities and Exchange Commission on August 9, 2016.
|
CUSIP No. 148411101
|
|
Page 14 of 19 Pages
|
|
1
|
NAME OF REPORTING PERSON
Platinum Equity Partners II, LLC
|
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
☐
(b)
☒
|
|
3
|
SEC USE ONLY
|
|
4
|
SOURCE OF FUNDS
OO
|
|
5
|
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) ☐
|
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
|
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
|
7
|
SOLE VOTING POWER
0
|
|
8
|
SHARED VOTING POWER
1,397,428
|
|
9
|
SOLE DISPOSITIVE POWER
0
|
|
10
|
SHARED DISPOSITIVE POWER
1,397,428
|
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,397,428 (see Item 5)
|
|
12
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) ☐
|
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
4.28% (based on 32,642,620 shares of Common Stock outstanding on August 3, 2016)*
|
|
14
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
OO
|
* As disclosed by A.M. Castle & Co. in its Form 10-Q for the quarter ended June 30, 2016, filed with the Securities and Exchange Commission on August 9, 2016.
|
CUSIP No. 148411101
|
|
Page 15 of 19 Pages
|
|
1
|
NAME OF REPORTING PERSON
Platinum Equity Investment Holdings II, LLC
|
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
☐
(b)
☒
|
|
3
|
SEC USE ONLY
|
|
4
|
SOURCE OF FUNDS
OO
|
|
5
|
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) ☐
|
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
|
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
|
7
|
SOLE VOTING POWER
0
|
|
8
|
SHARED VOTING POWER
1,397,428
|
|
9
|
SOLE DISPOSITIVE POWER
0
|
|
10
|
SHARED DISPOSITIVE POWER
1,397,428
|
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,397,428 (see Item 5)
|
|
12
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) ☐
|
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
4.28% (based on 32,642,620 shares of Common Stock outstanding on August 3, 2016)*
|
|
14
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
OO
|
* As disclosed by A.M. Castle & Co. in its Form 10-Q for the quarter ended June 30, 2016, filed with the Securities and Exchange Commission on August 9, 2016.
|
CUSIP No. 148411101
|
|
Page 16 of 19 Pages
|
|
1
|
NAME OF REPORTING PERSON
Platinum Equity, LLC
|
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
☐
(b)
☒
|
|
3
|
SEC USE ONLY
|
|
4
|
SOURCE OF FUNDS
OO
|
|
5
|
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) ☐
|
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
|
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
|
7
|
SOLE VOTING POWER
0
|
|
8
|
SHARED VOTING POWER
1,397,428
|
|
9
|
SOLE DISPOSITIVE POWER
0
|
|
10
|
SHARED DISPOSITIVE POWER
1,397,428
|
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,397,428 (see Item 5)
|
|
12
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) ☐
|
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
4.28% (based on 32,642,620 shares of Common Stock outstanding on August 3, 2016)*
|
|
14
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
OO
|
* As disclosed by A.M. Castle & Co. in its Form 10-Q for the quarter ended June 30, 2016, filed with the Securities and Exchange Commission on August 9, 2016.
|
CUSIP No. 148411101
|
|
Page 17 of 19 Pages
|
|
1
|
NAME OF REPORTING PERSON
Tom T. Gores
|
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
☐
(b)
☒
|
|
3
|
SEC USE ONLY
|
|
4
|
SOURCE OF FUNDS
OO
|
|
5
|
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) ☐
|
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
United States
|
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
|
7
|
SOLE VOTING POWER
0
|
|
8
|
SHARED VOTING POWER
1,397,428
|
|
9
|
SOLE DISPOSITIVE POWER
0
|
|
10
|
SHARED DISPOSITIVE POWER
1,397,428
|
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,397,428 (see Item 5)
|
|
12
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) ☐
|
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
4.28% (based on 32,642,620 shares of Common Stock outstanding on August 3, 2016)*
|
|
14
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
IN
|
* As disclosed by A.M. Castle & Co. in its Form 10-Q for the quarter ended June 30, 2016, filed with the Securities and Exchange Commission on August 9, 2016.
EXPLANATORY NOTE
Pursuant to Rule 13d-1 promulgated under the Act, this Schedule 13D/A (this “Amendment No. 1”) supplements and amends the Schedule 13D filed with the Securities and Exchange Commission on August 20, 2012 by the Reporting Persons (the “Original Schedule 13D” and, as amended by this Amendment No. 1, the “Schedule 13D”). This Amendment No. 1 relates to the Common Stock, par value $0.01 per share (the “Common Stock”), of A.M. Castle & Co., a Maryland Corporation (the “Issuer”). Each Item below amends and supplements the information disclosed under the corresponding Item of the Schedule 13D. Except as specifically provided herein, this Amendment No. 1 does not modify any of the information previously reported in the Original Schedule 13D. Unless otherwise indicated herein, capitalized terms used but not defined in this Amendment No. 1 shall have the same meanings herein as are ascribed to such terms in the Original Schedule 13D. This Amendment No. 1 is being filed solely to report that the Reporting Persons no longer beneficially own more than 5% of the outstanding shares of Common Stock and therefore this Amendment No. 1 constitutes an exit filing for the Reporting Persons.
Item 2. Identity and Background
Items 2(a), (b), (c) and (f) of the Schedule 13D with respect to the directors and executive officers or persons holding equivalent positions (the “Scheduled Persons”) of each of the Reporting Persons are hereby amended as follows:
Schedule I, with respect to Identity and Background items (2)(a), (b), (c) and (f) of each of the executive officers and directors of the SPV, the Holding Company and the Operating Company, respectively, which information is incorporated by reference into this Item 2, is hereby amended and restated in its entirety as filed with this Amendment No. 1.
|
Item 5.
|
Interest in Securities of the Issuer.
|
Items 5(a), (c) and (e) of the Schedule 13D are hereby amended as follows:
(a)
Due to their respective relationships with the SPV and each other, as of the date of this Schedule 13D, the Reporting Persons may be deemed to beneficially own an aggregate of 1,397,428 shares of Common Stock, all of which shares of Common Stock are owned directly by the SPV (the “Shares”). The Shares represent 4.28% of the Common Stock outstanding. Percentages of the Common Stock outstanding reported in this Schedule 13D are calculated based upon the 32,642,620 shares of Common Stock outstanding as of August 3, 2016, as reported in the Issuer’s Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2016, filed by the Company with the Securities and Exchange Commission on August 9, 2016.
(c)
None of the Reporting Persons, nor, to their knowledge, any of the Scheduled Persons, has effected any transaction in Common Stock.
(e)
As of May 16, 2016, the Reporting Persons have ceased to be the beneficial owners of more than five percent (5%) of the Company’s issued and outstanding Common Stock.
SIGNATURES
After reasonable inquiry and to the best of each of the undersigned’s knowledge and belief, each of the undersigned, severally and not jointly, certifies that the information set forth in this statement is true, complete and correct.
|
Dated: November 22, 2016
|
EPE, LLC
|
|
|
|
|
|
By:
|
/s/ Erich S. Schnaufer
|
|
|
|
Name:
|
Erich S. Schnaufer
|
|
|
|
Title:
|
Chief Financial Officer
|
|
|
|
|
|
|
|
|
JOSEPH T. RYERSON & SON, INC., as successor-in-interest to Ryerson, Inc.
|
|
|
|
|
|
By:
|
/s/ Erich S. Schnaufer
|
|
|
|
Name:
|
Erich S. Schnaufer
|
|
|
|
Title:
|
Chief Financial Officer
|
|
|
|
|
|
|
|
|
RYERSON HOLDING CORPORATION
|
|
|
|
|
|
By:
|
/s/ Erich S. Schnaufer
|
|
|
|
Name:
|
Erich S. Schnaufer
|
|
|
|
Title:
|
Chief Financial Officer
|
|
|
|
|
|
|
|
|
PLATINUM EQUITY CAPITAL PARTNERS-PF, L.P.
|
|
|
|
|
|
By:
|
Platinum Equity Partners, LLC, its general partner
|
|
|
|
|
|
|
By:
|
Platinum Equity Investment Holdings, LLC, its senior managing member
|
|
|
|
|
|
|
|
By:
/s/ Eva M. Kalawski
|
|
|
|
|
|
Name:
|
Eva M. Kalawski
|
|
|
|
|
|
Title:
|
Vice President & Secretary
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
PLATINUM EQUITY CAPITAL PARTNERS, L.P.
|
|
|
|
|
|
By:
|
Platinum Equity Partners, LLC, its general partner
|
|
|
|
|
|
|
By:
|
Platinum Equity Investment Holdings, LLC, its senior managing member
|
|
|
|
|
|
|
|
By:
/s/ Eva M. Kalawski
|
|
|
|
|
|
Name:
|
Eva M. Kalawski
|
|
|
|
|
|
Title:
|
Vice President & Secretary
|
|
|
|
|
|
|
|
[Signature Page to Schedule 13D/A]
|
|
PLATINUM EQUITY CAPITAL PARTNERS-A, L.P.
|
|
|
|
|
|
By:
|
Platinum Equity Partners, LLC, its general partner
|
|
|
|
|
|
|
By:
|
Platinum Equity Investment Holdings, LLC, its senior managing member
|
|
|
|
|
|
|
|
By:
/s/ Eva M. Kalawski
|
|
|
|
|
|
Name:
|
Eva M. Kalawski
|
|
|
|
|
|
Title:
|
Vice President & Secretary
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
PLATINUM EQUITY CAPITAL PARTNERS-PF II, L.P.
|
|
|
|
|
|
By:
|
Platinum Equity Partners II, LLC, its general partner
|
|
|
|
|
|
|
By:
|
Platinum Equity Investment Holdings II, LLC, its senior managing member
|
|
|
|
|
|
|
|
By:
/s/ Eva M. Kalawski
|
|
|
|
|
|
Name:
|
Eva M. Kalawski
|
|
|
|
|
|
Title:
|
Vice President & Secretary
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
PLATINUM EQUITY CAPITAL PARTNERS II, L.P.
|
|
|
|
|
|
By:
|
Platinum Equity Partners II, LLC, its general partner
|
|
|
|
|
|
|
By:
|
Platinum Equity Investment Holdings II, LLC, its senior managing member
|
|
|
|
|
|
|
|
By:
/s/ Eva M. Kalawski
|
|
|
|
|
|
Name:
|
Eva M. Kalawski
|
|
|
|
|
|
Title:
|
Vice President & Secretary
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
PLATINUM EQUITY CAPITAL PARTNERS-A II, L.P.
|
|
|
|
|
|
By:
|
Platinum Equity Partners II, LLC, its general partner
|
|
|
|
|
|
|
By:
|
Platinum Equity Investment Holdings II, LLC, its senior managing member
|
|
|
|
|
|
|
|
By:
/s/ Eva M. Kalawski
|
|
|
|
|
|
Name:
|
Eva M. Kalawski
|
|
|
|
|
|
Title:
|
Vice President & Secretary
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
PLATINUM RHOMBUS PRINCIPALS, LLC
|
|
|
|
|
|
By:
|
Platinum Equity Investment Holdings, LLC, its senior managing member
|
|
|
|
|
|
|
|
By:
/s/ Eva M. Kalawski
|
|
|
|
|
|
Name:
|
Eva M. Kalawski
|
|
|
|
|
|
Title:
|
Vice President & Secretary
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
[Signature Page to Schedule 13D/A]
|
|
By:
|
PLATINUM EQUITY PARTNERS, LLC
|
|
|
|
|
|
|
By:
|
Platinum Equity Investment Holdings, LLC, its senior managing member
|
|
|
|
|
|
|
|
By:
/s/ Eva M. Kalawski
|
|
|
|
|
|
Name:
|
Eva M. Kalawski
|
|
|
|
|
|
Title:
|
Vice President & Secretary
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
PLATINUM EQUITY INVESTMENT HOLDINGS, LLC
|
|
|
|
|
|
|
|
By:
/s/ Eva M. Kalawski
|
|
|
|
|
|
Name:
|
Eva M. Kalawski
|
|
|
|
|
|
Title:
|
Vice President & Secretary
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
PLATINUM EQUITY PARTNERS II, LLC
|
|
|
|
|
|
|
|
|
|
By:
|
Platinum Equity Investment Holdings II, LLC, its senior managing member
|
|
|
|
|
|
|
|
|
|
|
|
By:
/s/ Eva M. Kalawski
|
|
|
|
|
|
Name:
|
Eva M. Kalawski
|
|
|
|
|
|
Title:
|
Vice President & Secretary
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
PLATINUM EQUITY INVESTMENT HOLDINGS II, LLC
|
|
|
|
|
|
|
|
|
|
|
|
By:
/s/ Eva M. Kalawski
|
|
|
|
|
|
Name:
|
Eva M. Kalawski
|
|
|
|
|
|
Title:
|
Vice President & Secretary
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
PLATINUM EQUITY, LLC
|
|
|
|
|
|
By:
|
/s/ Eva M. Kalawski
|
|
|
|
Name:
|
Eva M. Kalawski
|
|
|
|
Title:
|
Executive Vice President,
General Counsel & Secretary
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
By:
|
/s/ Mary Ann Sigler
|
|
|
|
|
Name:
|
Tom T. Gores, by Mary Ann Sigler,
attorney-in-fact
|
|
|
|
|
|
|
|
|
[Signature Page to Schedule 13D/A]
SCHEDULE I
Set forth below is a list of the directors and executive officers of the Holding Company, the Operating Company and the SPV, setting forth the business address and present principal occupation or employment, and the name and address of any corporation or organization in which such employment is conducted, of each person.
|
Names and Titles of Holding Company Executive Officers and Directors
|
Principal Occupation or Employment and Business of Principal Employer
|
Business or Residence Address; Citizenship
|
|
Edward J. Lehner, President & Chief Executive Officer
Erich S. Schnaufer, Chief Financial Officer
Kirk K. Calhoun, Independent Director
Court D. Carruthers, Independent Director
Eva M. Kalawski, Director
Jacob T. Kotzubei, Director
Stephen P. Larson, Independent Director
Philip E. Norment, Director
Mary Ann Sigler, Director
|
Executive, Ryerson Holding Corporation
Executive, Ryerson Holding Corporation
Retired
Retired
Partner, General Counsel and Secretary, Platinum Equity, LLC
Partner, Platinum Equity, LLC
Retired
Partner, Platinum Equity, LLC
Chief Financial Officer and Chief Compliance Officer, Platinum Equity, LLC
|
227 W. Monroe St, 27th Fl.
Chicago, IL 60606,
U.S.A.
227 W. Monroe St, 27th Fl.
Chicago, IL 60606,
U.S.A.
227 W. Monroe St, 27th Fl.
Chicago, IL 60606,
U.S.A.
227 W. Monroe St, 27th Fl.
Chicago, IL 60606,
Canada
360 North Crescent Dr, South Building
Beverly Hills, CA 90210,
U.S.A.
360 North Crescent Dr, South Building
Beverly Hills, CA 90210,
U.S.A.
227 W. Monroe St, 27th Fl.
Chicago, IL 60606,
U.S.A.
3 Allied Drive, Suite 109
Dedham, MA 02026,
U.S.A.
360 North Crescent Dr, South Building
Beverly Hills, CA 90210,
U.S.A.
|
|
|
|
|
|
Names and Titles of Operating Company Executive Officers and Directors
|
Principal Occupation or Employment and Business of Principal Employer
|
Business or Residence Address; Citizenship
|
|
Edward J. Lehner, President & Chief Executive Officer
Erich S. Schnaufer, Chief Financial Officer
|
Executive, Ryerson Holding Corporation
Executive, Ryerson Holding Corporation
|
227 W. Monroe St, 27th Fl.
Chicago, IL 60606,
U.S.A.
227 W. Monroe St, 27th Fl.
Chicago, IL 60606,
U.S.A.
|
[Schedule I to Schedule 13D/A]
|
Eva M. Kalawski, Director
Jacob T. Kotzubei, Director
Mary Ann Sigler, Director
|
Partner, General Counsel and Secretary, Platinum Equity, LLC
Partner, Platinum Equity, LLC
Chief Financial Officer and Chief Compliance Officer, Platinum Equity, LLC
|
360 North Crescent Dr, South Building
Beverly Hills, CA 90210,
U.S.A.
360 North Crescent Dr, South Building
Beverly Hills, CA 90210,
U.S.A.
360 North Crescent Dr, South Building
Beverly Hills, CA 90210,
U.S.A.
|
|
Names and Titles of SPV
Executive Officers and Directors
|
Principal Occupation or Employment and Business of Principal Employer
|
Business or Residence Address; Citizenship
|
|
Edward J. Lehner, President & Chief Executive Officer
Erich S. Schnaufer, Chief Financial Officer
Andrea C. Okun, Manager
Mark S. Silver, Manager
|
Executive, Ryerson Holding Corporation
Executive, Ryerson Holding Corporation
Attorney, Ryerson Holding Corporation
Executive, Ryerson Holding Corporation
|
227 W. Monroe St, 27th Fl.
Chicago, IL 60606,
U.S.A.
227 W. Monroe St, 27th Fl.
Chicago, IL 60606,
U.S.A.
227 W. Monroe St, 27th Fl.
Chicago, IL 60606,
U.S.A.
227 W. Monroe St, 27th Fl.
Chicago, IL 60606,
U.S.A.
|
[Schedule I to Schedule 13D/A]