<PAGE>
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934
Filed by the Registrant /X/
Filed by a Party other than the Registrant / /
Check the appropriate box:
/ / Preliminary Proxy Statement
/ / Confidential, for Use of the Commission Only (as permitted by Rule
14a-6(e)(2))
/X/ Definitive Proxy Statement
/ / Definitive Additional Materials
/ / Soliciting Material Pursuant to Section 240.14a-11(c) or Section
240.14a-12
A. M. CASTLE & CO.
- --------------------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)
- --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
/ / $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1), or 14a-6(i)(2) or
Item 22(a)(2) of Schedule 14A.
/ / $500 per each party to the controversy pursuant to Exchange Act Rule
14a-6(i)(3).
/ / Fee computed on table below per Exchange Act Rules 14a-6(i)(4)
and 0-11.
1) Title of each class of securities to which transaction applies:
------------------------------------------------------------------------
2) Aggregate number of securities to which transaction applies:
------------------------------------------------------------------------
3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the
filing fee is calculated and state how it was determined):
------------------------------------------------------------------------
4) Proposed maximum aggregate value of transaction:
------------------------------------------------------------------------
5) Total fee paid:
------------------------------------------------------------------------
/X/ Fee paid previously with preliminary materials.
/ / Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number,
or the Form or Schedule and the date of its filing.
1) Amount Previously Paid:
------------------------------------------------------------------------
2) Form, Schedule or Registration Statement No.:
------------------------------------------------------------------------
3) Filing Party:
------------------------------------------------------------------------
4) Date Filed:
------------------------------------------------------------------------
<PAGE>
LOGO
March 10, 1995
Dear Castle Stockholder:
You are cordially invited to attend A. M. Castle & Co.'s Annual Meeting of
Stockholders which will be held on Thursday, April 27, 1995 at 10:00 a.m. in our
offices at 3400 North Wolf Road, Franklin Park, Illinois.
At the meeting we will report to you on current business conditions and
recent developments at Castle. Members of the Board of Directors and many of our
executives will be present to discuss the affairs of Castle with you.
This year you are being asked to consider an important proposal to adopt the
1995 Directors Stock Option Plan which authorizes the issuance of up to one
hundred fifty thousand (150,000) shares of Common Stock of the Company to
non-employee (outside) Directors of this Company. The Board of Directors
believes the Plan is important in order to help assure the continued ability of
the Company to recruit and retain competent directors and provide added
incentive in the discharge of their duties and responsibility in creating
greater shareholder return.
The Board believes that the proposed 1995 Directors Stock Option Plan is in
your best interests and those of the Company and has approved it for your
consideration. The formal Notice and Proxy Statement which appear on the
following pages contain details and a description of the proposed Plan. We urge
you to read the description carefully and to vote for its adoption.
Whether or not you attend our Annual Meeting, it is important that you sign,
date and return your Proxy as soon as possible. If you do attend the meeting and
wish to vote in person, your Proxy will then be revoked at your request so that
you can vote personally. Therefore, I urge you to return your Proxy even if you
currently plan to be with us for the meeting.
I look forward, with other members of management, to the opportunity of
meeting you on April 27th.
Sincerely,
Michael Simpson
<PAGE>
A. M. CASTLE & CO.
3400 North Wolf Road
Franklin Park, Illinois 60131
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
------------------
Franklin Park, Illinois, March 10, 1995
NOTICE IS HEREBY GIVEN, that the Annual Meeting of the Stockholders of A. M.
Castle & Co. will be held at the general offices of the Company, 3400 North Wolf
Road, Franklin Park, Illinois on THURSDAY, APRIL 27, 1995, at 10 o'clock in the
forenoon, Central Daylight Savings Time, for the purposes of considering and
acting upon the following:
1. The election of eleven Directors of the Company;
2. To consider and act upon a proposal to ratify the adoption of the 1995
Directors Stock Option Plan of the Company, which authorizes the issuance
of up to One Hundred and Fifty Thousand (150,000) shares of Common Stock
of the Company for use under the Plan, a copy of which is attached as
Exhibit "A" to the Proxy Statement accompanying this Notice.
3. The ratification of the appointment of Arthur Andersen & Co. as
independent public accountants for the year 1995; and
4. The transaction of any other business which may properly come before the
meeting.
Stockholders of record at the close of business March 1, 1995, only, are
entitled to notice of, and to vote at, the meeting.
Stockholders who do not expect to attend in person are urged to execute and
return the accompanying Proxy in the enclosed envelope. No postage is needed if
mailed in the United States.
BY ORDER OF THE BOARD OF DIRECTORS
JERRY M. AUFOX
SECRETARY
<PAGE>
A. M. CASTLE & CO.
3400 North Wolf Road
Franklin Park, IL 60131
------------------
PROXY STATEMENT
ANNUAL MEETING OF STOCKHOLDERS TO BE HELD ON
APRIL 27, 1995
-------------
The enclosed Proxy is solicited by the Board of Directors of A. M. Castle &
Co. for use at the Annual Meeting. Any Proxy given pursuant to such solicitation
may be revoked by the Stockholder at any time prior to the voting of the Proxy.
Holders of shares of Common Stock, the only class of voting security of the
Company, are entitled to one vote per share on all matters to come before the
meeting. As of March 1, 1995, the record date for determining the Stockholders
entitled to notice of and to vote at the meeting, there were 11,079,645
outstanding shares of Common Stock of the Company.
All of the expenses involved in preparing, assembling and mailing this Proxy
Statement and the material enclosed herewith will be paid by the Company,
including upon request, expenses incurred by brokerage houses and fiduciaries in
forwarding Proxies and Proxy Statements to their principals. The original
solicitation of Proxies by mail may be supplemented by telephone, telegraph,
facsimile, written and personal solicitation by Officers, Directors, and
employees of the Company; however, no additional compensation will be paid to
such individuals.
The Annual Report of the Company for the fiscal year ended December 31,
1994, is enclosed with this Proxy Statement. The approximate date of mailing
this Proxy Statement and the enclosed Proxy is March 10, 1995.
CANDIDATES FOR ELECTION AS DIRECTORS
Eleven directors, constituting the entire Board of Directors, are to be
elected at the Annual Meeting. Proxies received by the Board of Directors will
be voted for the election of the nominees named below, unless otherwise
specified. In the event any of the nominees shall unexpectedly become
unavailable for election, votes will be cast pursuant to authority granted by
the enclosed Proxy for such persons as may be designated by the Board of
Directors. The persons elected as Directors are to serve a term of one year
until the next Annual Meeting and until their successors are elected and
qualified.
INFORMATION CONCERNING NOMINEES FOR DIRECTORS
The following information is given for individuals who have been recommended
for election by the Human Resources Committee of the Board of Directors. Set
forth below is the name of each nominee, the corporation or other organization
which is the principal employment of the nominee, the year in which each nominee
first became a Director of the Company, the nominee's age and the committees on
which each nominee serves.
1
<PAGE>
<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------------------
<S> <C>
DANIEL T. CARROLL Director since 1982 Age 69
Chairman and President of The Carroll Group, Inc. (Management
Consulting Firm). Mr. Carroll is also a Director of American
Woodmark Corp., Aon Corporation, Comshare, Inc., De Soto, Inc.,
Diebold, Incorporated, Michigan National Corp., Oshkosh Truck
Corporation, UDC Homes, Inc. Wolverine World Wide, Inc. and Woodhead
Industries, Inc.
Chairman of Human Resources Committee
- --------------------------------------------------------------------------------------------
EDWARD F. CULLITON Director since 1983 Age 53
Vice President of Finance of A. M. Castle & Co. Mr. Culliton was
elected Secretary in 1972, Treasurer in 1975, and Vice President in
1977.
- --------------------------------------------------------------------------------------------
WILLIAM K. HALL Director since 1984 Age 51
President and Chief Executive Officer of Eagle Industries, Inc.
(Diversified Manufacturing Company). Dr. Hall is also a Director of
Huffy Corporation, Great American Management and Investment, Inc.,
and Falcon Building Products, Inc..
Member of Audit Committee
- --------------------------------------------------------------------------------------------
ROBERT S. HAMADA Director since 1984 Age 57
Dean and Edward Eagle Brown Distinguished Service Professor of
Finance at the Graduate School of Business, University of Chicago
since 1993. Dr. Hamada is a Director of the National Bureau of
Economic Research, the Northern Trust Corporation and The Chicago
Board of Trade.
Chairman of Audit Committee
- --------------------------------------------------------------------------------------------
JOHN P. KELLER Director since 1980 Age 55
President of Keller Group, Inc. (Industrial Manufacturing and Coal
Mining Company). Mr. Keller is also a Director of Old Kent Financial
Corporation and MacLean-Fogg Co.
Member of Human Resources Committee
- --------------------------------------------------------------------------------------------
JOHN W. MCCARTER, JR. Director since 1983 Age 57
Senior Vice President of Booz, Allen & Hamilton, Inc. (Management
Consulting Firm). Mr. McCarter is also a Director of W. W.
Grainger, Inc.
Member of Audit Committee
- --------------------------------------------------------------------------------------------
WILLIAM J. MCDERMOTT Director since 1975 Age 67
Retired President of Simpson Estates, Inc. (Private Management
Firm).
Member of Audit Committee
- --------------------------------------------------------------------------------------------
</TABLE>
2
<PAGE>
<TABLE>
<S> <C>
- --------------------------------------------------------------------------------------------
RICHARD G. MORK Director since 1988 Age 59
President and Chief Executive Officer of A. M. Castle & Co. Mr. Mork
was elected Senior Vice President in 1988, Chief Operating Officer
in 1989 and President and Chief Executive Officer in 1990.
- --------------------------------------------------------------------------------------------
JOHN W. PUTH Director since 1995 Age 66
Principal -- J.W. Puth Associates (a Consulting Firm). Mr. Puth is
also a Director of Allied Products Corporation, L.B. Foster, Inc.,
Lindberg Corporation, System Software Associates, Inc., and TNT
Freightways, Inc.
Member of Human Resources Committee
- --------------------------------------------------------------------------------------------
MICHAEL SIMPSON Director since 1972 Age 56
Chairman of the Board of A. M. Castle & Co. Mr. Simpson was elected
Vice President of A. M. Castle & Co. in 1977 and Chairman of the
Board in 1979.
- --------------------------------------------------------------------------------------------
RICHARD A. VIRZI Director since 1972 Age 67
Retired President and Chief Executive Officer of A. M. Castle & Co.
Mr. Virzi is also a director of Woodhead Industries, Inc. and
Gottlieb Health Resources.
Member of Human Resources Committee
- --------------------------------------------------------------------------------------------
</TABLE>
3
<PAGE>
MEETINGS AND COMMITTEES OF THE BOARD
The Board of Directors has two standing committees -- an Audit Committee,
and a Human Resources Committee.
The Audit Committee of the Board of Directors is comprised of four
Directors, none of whom may be employed on a full-time basis by the Company. The
Audit Committee is charged with recommending appointment of the independent
auditor, consulting with the independent auditors and reviewing the results of
internal audits, and the audit report of the independent auditors engaged by the
Company. Further, the Audit Committee is empowered to make independent
investigations and inquiries into all financial reporting or other financial
matters of the Company as it deems necessary. The Committee meets not less than
twice a year.
The Human Resources Committee, comprised of four directors, reviews and
recommends compensation with respect to the Officers of the Company and
administers and directs operation of the 1989 Long Term Incentive Compensation
Plan, the 1990 Restricted Stock and Stock Option Plan and other compensation
benefits granted to various Officers. The Committee is also charged with making
recommendations to the Board of Directors concerning institution, continuation,
or discontinuation of benefit compensation plans and programs for officers and
succession planning for officers and key managers. In 1992 the Committee took on
the responsibilities formerly handled by the Nominating Committee. Therefore the
Committee also reviews applications, interviews, and recommends nominees to the
Board of Directors to be presented to Stockholders at the Annual Meeting. The
Committee has established standards and criteria for the selection and
nomination of candidates to the Board of Directors and for membership on the
various committees of the Board. Any Stockholder who wishes to recommend
individuals for nomination to the Board of Directors is invited to do so by
supplying in writing to the Human Resources Committee the name of the
individual, and his or her credentials and background material for review by the
Human Resources Committee.
During the last fiscal year, the Board of Directors held its four scheduled
meetings and one special meeting. In addition, there were two meetings of the
Audit Committee and four meetings of the Human Resources Committee. All the
Directors, with the exception of William K. Hall, attended 75 percent or more of
the aggregate of the total number of meetings of the Board of Directors and the
total number of meetings of each committee on which they served.
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
Mr. Richard A. Virzi who retired as President and Chief Executive Officer of
the Company in 1990 is a member of the Human Resources Committee. As a retired
Chief Executive Officer of the Company, Mr. Virzi brings unique knowledge and
perspective of the functions and duties inherent to the position of President
and CEO, which assists the Committee in fulfilling its functions in establishing
executive compensation.
4
<PAGE>
STOCK OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
STOCK OWNERSHIP OF NOMINEES
The following table sets forth, with respect to the Company's common stock
(the only class of voting securities) the number of shares and percentage of the
Common Stock of the Company owned beneficially, directly, or indirectly by each
Director and nominee as of March 1, 1995:
<TABLE>
<CAPTION>
SHARES OF COMMON
STOCK BENEFICIALLY PERCENT OF
NAME OF NOMINEE OR DIRECTOR OWNED(1) CLASS
- --------------------------------------------------------------------------- -------------------- -----------
<S> <C> <C>
Daniel T. Carroll.......................................................... 2,530 0.02%
Edward F. Culliton......................................................... 31,447(2) 0.28%
William K. Hall............................................................ 843 0.01%
Robert S. Hamada........................................................... 1,264 0.01%
John P. Keller............................................................. 1,012 0.01%
John W. McCarter, Jr....................................................... 843 0.01%
William J. McDermott....................................................... 1,557,586(3) 14.06%
Richard G. Mork............................................................ 53,760 0.48%
John W. Puth............................................................... 500 --
Michael Simpson............................................................ 544,154(4) 4.68%
Richard A. Virzi........................................................... 73,335(5) 0.66%
<FN>
- ------------------------
(1) The nature of beneficial ownership of securities is direct unless otherwise
indicated by footnote. Beneficial ownership, as shown in the table, arises
from sole voting power and sole investment power, unless otherwise
indicated by footnote.
(2) Includes 537 shares owned by Mr. Culliton's wife. Mr. Culliton disclaims
any beneficial interest in such shares.
(3) Includes 1,544,583 shares owned by W. B. & Co., an Illinois partnership of
which Mr. McDermott is one of two general partners. W. B. & Co. has sole
voting power over the shares, but no dispositive power. Also includes 840
shares held by Mr. McDermott as custodian.
(4) Includes 362,906 shares which Mr. Simpson also owns beneficially in five
trusts, and 83,971 shares held by another trust in which he is one of five
beneficiaries.
(5) Includes 27,098 shares owned by the estate of Winifred Virzi.
</TABLE>
5
<PAGE>
PRINCIPAL STOCKHOLDERS
The only persons who held of record as of March 1, 1995, or, to the
knowledge of the Management, owned beneficially, more than 5% of the outstanding
shares of Common Stock of the Company are the following:
<TABLE>
<CAPTION>
PERCENT OF
NAME AND ADDRESS SHARES(1) CLASS
- ------------------------------------------------------------------------------------- ------------- -----------
<S> <C> <C>
Patrick J. Herbert, III.............................................................. 2,296,344(2) 19.76%
Suite 1232
30 North LaSalle Street
Chicago, Illinois 60602-2504
First Chicago Corporation............................................................ 1,881,292(3) 16.98%
One First National Plaza
Chicago, Illinois 60670-0287
W. B. & Co., an Illinois partnership................................................. 1,544,583(4) 13.29%
Suite 1232
30 North LaSalle Street
Chicago, Illinois 60602-2504
Pioneering Management Corporation.................................................... 833,150 7.52%
60 State Street
Boston, Massachusetts 02114
FMR Corp............................................................................. 705,200 6.36%
82 Devonshire Street
Boston, Massachusetts 02109
United States Trust Company of New York.............................................. 662,800(3) 5.98%
114 West 47th Street
New York City, New York 10036-1532
Dimensional Fund Advisors, Inc....................................................... 619,472 5.59%
1299 Ocean Avenue--11th Floor
Santa Monica, California 90401
<FN>
- ------------------------
(1) The nature of beneficial ownership of securities is direct unless otherwise
indicated by footnote. Beneficial ownership, as shown in this table, arises
from sole voting power and sole investment power unless otherwise indicated
by footnote.
(2) Includes 1,544,583 shares indicated below as owned by W. B. & Co. Mr.
Herbert has sole voting power with respect to 55,068 shares and shared
voting power with respect to 2,241,276 shares; he has sole dispositive
power with respect to 1,162,719 shares and shared dispositive power with
respect to 714,408 shares.
(3) Beneficial ownership acquired in behalf of others via either a
trust/fiduciary capacity and/or portfolio management/agency relationship.
(4) See Footnote (3) under "Stock Ownership of Nominees".
</TABLE>
6
<PAGE>
MANAGEMENT STOCK OWNERSHIP
<TABLE>
<CAPTION>
SHARES OF COMMON
STOCK
BENEFICIALLY PERCENT OF
NAME OF OFFICER OWNED CLASS
- ------------------------------------------------------------ ---------------- ------------
<S> <C> <C>
Michael Simpson............................................. 544,154 4.68%
Richard G. Mork............................................. 53,760 0.48%
Edward F. Culliton.......................................... 31,447(1) 0.28%
Gise Van Baren.............................................. 27,762 0.25%
Richard G. Phifer........................................... 5,379 0.05%
All Directors and Officers as a Group....................... 2,371,702 20.41%
<FN>
- ------------------------
(1) See Footnote (2) under "Stock Ownership of Nominees".
</TABLE>
SECTION 16(A) EXCHANGE ACT REPORTS
Section 16(a) of the Securities Exchange Act of 1934 requires the Company's
executive officers and directors to file initial reports of ownership and
reports of changes in ownership with the Securities and Exchange Commission, the
American Stock Exchange and the Midwest Stock Exchange. Executive officers and
directors are required by SEC regulations to furnish the Company with copies of
all Section 16(a) forms they file. Based solely on a review of the copies of
such forms furnished to the Company and written representations from the
Company's executive officers and directors, the Company believes that all
Section 16(a) filing requirements applicable to its executive officers and
directors were met.
DIRECTORS' COMPENSATION
Directors who are not Officers of the Company, or of a Subsidiary, received
an annual retainer of $14,000 and $500 for each meeting of the Board of
Directors and meetings of committees of the Board attended, except Directors who
Chair a Board committee receive an additional retainer of $1,000 annually.
In 1987, the Board of Directors adopted the Director's Deferred Compensation
Plan. Under the Plan maintained by the Company, Directors who are not Officers
of the Company have the option to defer payments of the retainer and meetings
fees in either a stock equivalent unit account or an interest account. Fees held
in the interest account are credited with interest at the rate of 6 percent per
year compounded annually. Fees deferred in the stock equivalent accounts are
divided by the A. M. Castle & Co. common stock price on the 15th day after the
meeting for which payment is made. The resultant are called share units. The
stock equivalent account will be credited on a dividend payment date with units
equal to the product of the declared dividend per share multiplied by the number
of stock equivalent units in the Director's account on the record date of the
dividend. The share units are maintained until the account is closed.
Disbursement of the interest account and the stock equivalent unit account can
be made only upon resignation or retirement from the Board or upon death of a
Director.
If payment from the stock equivalent unit account is requested to be made in
shares of A. M. Castle & Co. common stock, it will be made as of the date of the
request or termination event, whichever occurs last. The stock distribution will
be treasury shares, shares purchased on the open market, or authorized or
unissued shares as determined under the Plan. If made in cash, the stock
equivalent units are multiplied by the stock price on a date seven days prior to
the date the distribution is made.
Only fees earned as a Director of A. M. Castle & Co. can be deferred under
the Plan. In 1994 $83,500 was paid to Directors and $50,000 was deferred under
the Plan.
7
<PAGE>
COMPENSATION COMMITTEE'S REPORT TO SHAREHOLDERS
The executive compensation program is administered by the Human Resources
Committee of the Board of Directors (the "Committee") which is comprised of the
individuals listed below who are directors of the corporation with
responsibilities for all compensation matters for the corporation's senior
management. The Committee has overall responsibility to review and recommend
broad based compensation plans to the Board of Directors and annual
compensation, including salary, cash bonus programs, long term incentive plans
and executive benefits for the officers of the Company.
The Committee and the management of the Company are committed to the
principle that remuneration should be commensurate with performance and the
attainment of pre-determined financial and strategic objectives, while at the
same time externally competitive in order to keep and attract highly qualified
personnel. In carrying out this objective, the compensation for executives is
broken down into three basic categories: base salary, short term incentive and
long term incentive compensation.
BASE COMPENSATION
The base salary is set in the middle of the range of base salaries offered
by companies of comparable size. In establishing base salaries, the Committee
utilizes outside consultants and industrial surveys to assure that such base
salaries are proper and externally competitive.
SHORT TERM INCENTIVE COMPENSATION
Short term incentive compensation opportunities are provided by the
Company's Management Incentive Plan. The Management Incentive Plan pays annual
cash incentives upon achievement of short term financial objectives which are
set by the Board. Each year the Board establishes an objective for the rate of
return on net worth, after taxes, for the forthcoming fiscal year for the
Company as a whole, and further sets other objectives for each business unit for
the Company. The objectives when met will result in the Company reaching the
established rate of return. An executive's incentive is based upon performance
of the segment for which he is responsible and/or on the Company as a whole. The
incentive is earned on a prorata basis as the established goals are exceeded.
Under the Plan, if the established goals are not reached, no incentive is paid.
LONG TERM INCENTIVE COMPENSATION
The long term incentive program for executives consists of two types:
Incentive Stock Options granted by the Committee under the 1990 Restricted Stock
and Stock Option Plan approved by the shareholders in 1990 -- and long term
incentive awards under the Company's 1989 Long Term Incentive Plan approved by
the shareholders in 1989.
STOCK OPTIONS
Stock Option Grants provide the right to purchase shares of common stock at
an exercise price (the closing price of Castle common stock on the date of the
grant). Each stock option becomes exercisable after one year following the
grant, and has a five (5) year term. The Committee has typically granted stock
options to senior management, officers and other key employees on a bi-annual
basis. The option grants cover shares of common stock authorized under
stockholder approved plans. Stock options were granted by the Committee in 1994.
The Committee granted stock options reflected in the tables that follow this
report. The number of options when granted reflect competitive industry practice
as reported and analyzed by independent industrial surveys, based on position,
responsibilities and performance of the recipient.
LONG TERM INCENTIVE AWARDS
The long term incentive participations are made annually and are awarded at
the end of a three (3) year cycle, subject to the achievement of a three (3)
year compound total return to shareholders which exceeds the compound return of
the S&P 500 by at least 1.5 percentage points. The Committee named and the board
ratified the three key members of senior management Mr. Simpson, Mr. Mork and
Mr. Culliton as participants. The awards are not made if the performance
threshold of compound total rate of return of Castle common stock does not
exceed the S&P 500 by 1.5 percentage points. 100% of
8
<PAGE>
the award is attained if the three (3) year average compound rate of return of
the Company stock exceeds the S&P 500 by 5.5 percentage points. The awards are
made in restricted stock which vests fifty percent (50%) after one year and the
remaining fifty percent (50%) after the second year. During the two (2) year
vesting period after the stock is granted, the participant receives dividends of
the shares and also has a right to vote the awarded shares. For the three (3)
year cycle ending with 1994, the Committee reviewed the degree of achievement on
cumulative shareholder return established in the Long Term Incentive Plan for
1992 - 1994, and determined that the Company's three year compound rate of
return exceeded the S&P 500 by 21.8 percentage points. As a result 100% of
eligible awards were made to Messrs. Simpson, Mork and Culliton.
Also for 1994, the corporate performance under the Management Incentive Plan
exceeded the established threshold return on net worth after taxes for the
Company as a whole. Messrs. Simpson, Mork and Culliton received an incentive
award. Messrs. Phifer and Van Baren, who had a portion of their objective based
on the performance of the Eastern Region & Plate and Carbon Products Group and
Hy-Alloy Division & Alloy Products Group, respectively, exceeded their
objectives and attained an incentive award.
THE HUMAN RESOURCES COMMITTEE
Frederick A. Krehbiel, Chairman
Daniel T. Carroll
John P. Keller
Richard A. Virzi
The tables which follow and the accompanying narrative and footnotes reflect
the decisions covered by the above discussion.
EXECUTIVE COMPENSATION AND OTHER INFORMATION
The following table shows, for the fiscal years ending December 31, 1992,
1993 and 1994 the cash compensation paid by the Company and its subsidiaries, as
well as other compensation paid or accrued for those years, to each of the five
(5) most highly compensated executive officers of the Company in all capacities
in which they served.
9
<PAGE>
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
LONG TERM COMPENSATION
----------------------------------
AWARDS PAYOUTS
ANNUAL COMPENSATION --------------------- ----------
- ---------------------------------------------------------------------------- RESTRICTED OPTIONS/ ALL OTHER
OTHER ANNUAL STOCK SARS LTIP COMPENSATION
NAME AND PRINCIPAL POSITION YEAR SALARY BONUS COMPENSATION AWARD(S) (#) PAYOUTS (2)
- ---------------------------------- ---- -------- ---------- ------------ ---------- -------- ---------- ------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Michael Simpson 1994 $250,000 $172,667 $21,998 $63,159 $49,641 $18,283
Chairman of the Board 1993 237,500 51,006 17,662 51,836 40,741
1992 230,000 19,292
Richard G. Mork (1) 1994 260,000 175,000 15,808 77,284 60,716 18,125
President & CEO 1993 225,000 48,322 12,386 47,334 37,193
1992 210,000 12,018
Edward F. Culliton 1994 166,000 98,240 6,574 46,148 20,715 11,658
Vice President & CFO 1993 157,650 29,021 5,382 37,191 17,841
1992 153,000 6,452
Gise Van Baren 1994 130,000 77,000 6,232 7,050 11,407
President -- Hy-Alloy Steels Div. 1993 123,650 52,795 3,630 5,400
1992 116,917 36,994 4,529
Richard G. Phifer 1994 130,000 77,000 5,614 7,050 9,860
Vice President -- Eastern Region 1993 123,650 34,807 5,404 5,400 10,416(3)
1992 116,917 28,229 6,080 14,628(3)
<FN>
- ------------------------------
(1) In 1987, the Company made a secured interest free loan of $101,937.92 to
Mr. Mork in connection with the purchase of real estate necessitated by his
relocation at the Company's request. Annual payments are required in the
amount equal to twenty five percent (25%) of Mr. Mork's net earnings under
the Company's Management Incentive Plan. In 1994, $7,538.54 was paid under
the Loan Provisions by Mr. Mork. The outstanding balance of the loan is
$55,366.43.
(2) Consists of Company contribution to A. M. Castle & Co. Employees Profit
Sharing Plan (a defined Contribution Plan) and a Top Hat Supplemental Plan.
(3) Consists primarily of one time cash payments to reimburse expenses related
to Company requested relocation.
</TABLE>
STOCK OPTIONS
The following table sets forth information with respect to the named
executives concerning the grants of stock options or restricted stock grants
made under the Company's 1990 Restricted Stock and Stock Option Plan during the
last fiscal year.
OPTION EXERCISE AND HOLDINGS
The following table sets forth information with respect to the named
executives concerning the exercise of options during the last fiscal year, and
the unexercised options held as of the end of the fiscal year. The price of A.
M. Castle & Co. common stock as of the close of business at the end of the
fiscal year was $13.875 per share.
10
<PAGE>
AGGREGATED OPTION/SAR EXERCISES IN LAST FISCAL YEAR, AND FISCAL YEAR-END
OPTION/SAR VALUES
<TABLE>
<CAPTION>
NUMBER OF
SECURITIES VALUE OF
UNDERLYING UNEXERCISED
UNEXERCISED IN-THE-MONEY
OPTIONS/SARS OPTIONS/SARS
AT FY-END (#) AT FY-END ($)
------------- -------------
SHARES ACQUIRED VALUE EXERCISABLE/ EXERCISABLE/
NAME (1) ON EXERCISE (#) REALIZED ($) UNEXERCISABLE UNEXERCISABLE
- --------------------------------------------------- --------------- ------------- ------------- -------------
<S> <C> <C> <C> <C>
Gise Van Baren..................................... 10,800 71,550 0/7,050 $ 0
Richard G. Phifer.................................. 8,826 56,948 2,961/7,050 $ 17,890/0
<FN>
- ------------------------
(1) Executives not named neither exercised options or held any unexercised as
of the end of the fiscal year.
</TABLE>
OPTION/SAR GRANTS IN LAST FISCAL YEAR
<TABLE>
<CAPTION>
POTENTIAL
INDIVIDUAL GRANTS REALIZABLE VALUE
- ---------------------------------------------------------------------------- AT ASSUMED ALTERNATIVE TO
PERCENT OF ANNUAL RATES OF (F) AND (G):
NUMBER OF TOTAL STOCK PRICE GRANT DATE
SECURITIES OPTIONS/SARS APPRECIATION FOR VALUE
UNDERLYING GRANTED TO EXERCISE OR OPTION TERM ---------------
OPTIONS/SARS EMPLOYEES IN BASE PRICE EXPIRATION ---------------- GRANT DATE
GRANTED (#) FISCAL YEAR ($/SH) DATE 5% ($) 10% ($) PRESENT VALUE $
NAME (A) (B) (C) (D) (E) (F) (G) (H)
- -------------------- ------------ ------------ ----------- ---------- ------- ------- ---------------
<S> <C> <C> <C> <C> <C> <C> <C>
Gise Van Baren...... 7,050 4.2% 15.0833 7/27/99 -- -- 31,514
Richard G. Phifer... 7,050 4.2% 15.0833 7/27/99 -- -- 31,514
<FN>
- ------------------------
(h) The Grant Date Present Value was determined by using the Black-Scholes
pricing model.
</TABLE>
LONG TERM INCENTIVE PLAN
The following table sets forth information with respect to the named
executives concerning awards earned under the Long Term Incentive Plan during
the last fiscal year under the Company's 1989 Long Term Incentive Plan.
LONG TERM INCENTIVE PLANS -- AWARDS IN LAST FISCAL YEAR
<TABLE>
<CAPTION>
PERFORMANCE
OR OTHER ESTIMATED FUTURE PAYOUTS UNDER NON-STOCK
NUMBER OF PERIOD PRICE-BASED PLANS
SHARES, UNITS UNTIL -----------------------------------------
OR OTHER MATURATION THRESHOLD TARGET MAXIMUM
RIGHTS OR PAYOUT ($ OR #) ($ OR #) ($ OR #)
NAME (A) (#) (B) (C) (D) (E) (F)
- ------------------------------------------------------ ------------- ----------- ------------- ----------- -------------
<S> <C> <C> <C> <C> <C>
Michael Simpson....................................... 4,552 2 years -- -- --
Richard G. Mork....................................... 5,570 2 years -- -- --
Edward F. Culliton.................................... 3,326 2 years -- -- --
<FN>
- ------------------------
(d), (e) & (f) See description of Long Term Incentive Awards in Compensation
Committee's Report.
</TABLE>
PENSION PLANS
The following table shows the estimated pension benefits payable to a
covered participant at normal retirement age under the Company's qualified
defined benefit pension plan, as well as nonqualified supplemental pension plans
that provide benefits that would otherwise be denied participants by reason of
certain Internal Revenue Code limitations on qualified plan benefits, based on
remuneration that is covered under the plan and years of service with the
Company and its subsidiaries:
11
<PAGE>
PENSION PLAN TABLE
<TABLE>
<CAPTION>
YEARS OF SERVICE
---------------------------------------------------------------------------
REMUNERATION 10 15 20 25 30 35 40
- ------------------------------------- --------- --------- --------- --------- --------- --------- ---------
<S> <C> <C> <C> <C> <C> <C> <C>
$125,000............................. 20,883 31,250 41,667 52,083 62,500 72,917 83,333
145,000............................. 24,167 36,250 48,333 60,417 72,500 84,583 96,667
165,000............................. 27,500 41,250 55,000 68,750 82,500 96,250 110,000
185,000............................. 30,833 46,250 61,667 77,083 92,500 107,917 123,333
200,000............................. 33,333 50,000 66,667 83,333 100,000 116,667 133,333
225,000............................. 37,500 56,250 75,000 93,750 112,500 131,750 150,000
250,000............................. 41,667 62,500 83,333 104,167 125,000 145,833 166,667
275,000............................. 45,833 68,750 91,667 114,583 137,560 160,417 183,333
</TABLE>
The Pension benefits shown in the Pension table above are determined by the
remuneration, which is the average of the highest cash compensation paid
(approximately base salary plus bonus as shown in the Summary Compensation
Table), for any five (5) consecutive years of service prior to retirement.
Pensions are paid as a straight life annuity and subject to reduction for a
joint and survivor benefit, if elected. The amounts shown in the table above are
prior to reduction for social security benefits. Benefits are reduced based on
one-half (1/2) of the social security benefits for the individual attributable
to the working period with the Company.
The current fully accredited years of services for Messrs. Simpson, Mork,
Culliton, Van Baren and Phifer under the Plan are 26, 38, 30, 16 and 4 years,
respectively.
ITEM 2.
PROPOSED 1995 DIRECTORS STOCK OPTION PLAN
The Board of Directors recommends that the stockholders approve and ratify
the 1995 A.M. Castle & Co. Directors Stock Option Plan (the "1995 Plan") adopted
by the Board of Directors on January 26, 1995. The 1995 Plan shall become
effective upon the ratification by the shareholders at the Annual Meeting,
assuming that over fifty percent (50%) of the outstanding shares of the Company
entitled to vote are voted upon the proposal. The favorable vote of the holders
of the majority of those shares present, in person or by proxy at the Annual
Meeting will be necessary to ratify the 1995 Plan. Proxies will be voted for,
against or abstained from voting on such ratification in accordance with the
specifications marked on each proxy, and if no specification is made, proxies
will be voted in favor of such ratification. A copy of the 1995 Plan is attached
as Exhibit "A" and this brief description is qualified in its entirety by
reference to the Exhibit.
The purpose of the 1995 Plan is to aid the Company in attracting and
retaining valuable directors, providing them with an added incentive in the
discharge of their duties to focus on the long term challenges and
responsibilities, and to reward them in the achievement of increases of
shareholder value of the Company. The 1995 Plan will be made part of the
Company's compensation and reward system to attract and retain directors. Under
The 1995 Plan, one hundred twenty thousand (120,000) shares (subject to
adjustment for certain events of dilution) of the Company's common stock which
may be unissued shares, treasury shares or a combination of both, would be made
available to be used as awards to the directors. The Company may also, from time
to time, purchase common stock of the Company on the open market for awards
under the 1995 Plan.
The 1995 Plan provides for the automatic granting of one thousand (1,000)
share options to each outside (non-employee) director on the first working day
in June of each year. No director who is an employee of the Company is eligible
to participate in the 1995 Plan. The price of each award will be the closing
price of the Company's common stock as traded on the American Exchange on the
first business day of June, or in the event that the stock does not trade on
that date, the closing price on the immediately preceding date on which shares
are traded.
12
<PAGE>
The administration of the 1995 Plan is vested in a committee consisting of
two or more members of the Board of Directors, who are appointed by the entire
Board. The committee has no authority, power or discretion to determine the
number or timing of the options granted or to alter the terms and conditions of
the options. The committee's responsibilitiy is to administrative details and
interpretation.
The options granted may only be exercised within five (5) years of the date
of the grant and cannot be exercised until one (1) year after the grant date.
All unexercised options will immediately terminate (extinguish) on the date a
director terminates or resigns his service on the Board of Directors. However,
in the event that the termination is due to death, disability or retirement at
age 70, the director, or his estate, has a period of time (one (1) year from the
date of death or six (6) months from the disability or retirement) provided the
option has not expired, to make such an exercise. All option grants are not
transferable other than by will or the laws of descent and distribution. The
Board of Directors may amend the 1995 Plan from time to time provided, however,
that the provisions of the 1995 Plan relating to the timing and amount of
options, the option price and the exercise terms cannot be amended more than
once every six (6) months. Furthermore, no amendment can be adopted without
shareholder approval.
TAX CONSEQUENCES
Under the present federal income tax laws and regulations, it is such that
the recipient will realize ordinary income to the extent that the fair market
value of the stock on the date of exercising the option exceeds the option grant
price. The director/recipient will remit to the Company sufficient funds to
satisfy federal tax withholding requirement at the time of exercise. The
recipient, after exercising the option, will also realize long term capital
gains or ordinary income upon the sale of the stock, depending upon the length
of time the recipient retained ownership. All dividends commencing after the
exercise of the option will be ordinary income to the recipient.
INFORMATION ON ALL STOCK OPTION PLANS
In 1989, the Company's 1989 Long Term Incentive Compensation Plan (the "1989
Plan") was approved by the stockholders. In 1990, the Company's 1990 Restricted
Stock and Stock Option Plan (the "1990 Plan") was approved by the stockholders.
No options to purchase common shares of the Company have been granted by the
Company to any of its outside directors during the past three (3) fiscal years.
Options to purchase common shares of the Company under both of the foregoing
plans have been granted by the Company to its officers and inside directors
during the last fiscal year. Furthermore, there are presently options
outstanding under the 1990 Plan which have not been exercised. Under the 1990
Plan and the 1989 Plan, certain options were exercised and/or stock granted
during the past fiscal year. The Company also maintains a Management Incentive
Plan as well as a Profit Sharing Plan. Information as to amount of shares
granted pursuant to awards or options under both plans, amount of shares
exercised pursuant to options, amount paid under incentive plans and amount
credited to the profit sharing account, for each of the five (5) highest paid
officers and directors can be found under the heading Executive Compensation and
Other Information in this Proxy Statement.
13
<PAGE>
COMPANY PERFORMANCE
FIVE-YEAR SHAREHOLDER RETURN COMPARISON
The SEC requires that the Company include in this proxy statement a
line-graph presentation comparing cumulative, five-year shareholder total
returns on an indexed basis with the S&P 500 Stock Index and either a nationally
recognized industry standard or an index of peer companies selected by the
Company. Since there is no nationally recognized industry standard consisting of
metal service centers or specialty metal distributors, and only one competitor
of the Company is publicly traded on a national exchange, the Board of Directors
has approved a peer group of durable goods manufacturers and distributors which
have been used for purposes of this performance comparison. These companies were
selected based on comparable market capitalizations (both more and less than the
Company's). A list of these companies follows the graph below:
EDGAR REPRESENTATION OF DATA POINTS USED IN PRINTED GRAPHIC
<TABLE>
<CAPTION>
A.M. CASTLE S&P 500 PEER GROUP
<S> <C> <C> <C>
100 100 100
1990 90.8 96.9 80.3
1991 93.16 126.45 82.79
1992 104.25 136.19 104.07
1993 158.25 149.81 137.99
1994 195.43 151.76 161.02
</TABLE>
PEER GROUP COMPANIES:
Binks Manufacturing Steel Technologies, Inc.
Central Steel & Wire Company Varlen Corporation
Lindberg Corporation Weirton Steel Corporation
SPS Technologies Inc. Wynn's International, Inc.
14
<PAGE>
RELATIONSHIP WITH INDEPENDENT PUBLIC ACCOUNTANTS
Upon the recommendation of its Audit Committee, the Board of Directors has,
subject to ratification by the Stockholders, appointed Arthur Andersen & Co. to
examine the consolidated financial statements and other records of the Company
for the fiscal year ending December 31, 1995, and the management will present to
the Annual Meeting a proposal that such appointment be ratified.
During 1994, Arthur Andersen & Co. examined the financial statements of the
Company and its Subsidiaries, including those included in the Annual Report to
Stockholders, and consulted on annual and quarterly reports filed with the
Securities and Exchange Commission and others.
Each year the Audit Committee reviews and approves in advance the scope of
the annual audit by the Company's independent accountant. The Audit Committee
also approves all non-audit professional services including the examination of
the financial statements of the Employee Retirement Plan, Profit Sharing Plan
and review of tax returns. The Audit Committee approved the non-audit services
and considered the possible effect on the accountant's independence at its
October meeting prior to those services being performed.
As at past years' Stockholders meeting, representatives of Arthur Andersen &
Co. are expected to be present at the Annual Meeting of Stockholders with the
opportunity to make a statement if they desire to do so and are expected to be
available to respond to appropriate questions from Stockholders. The favorable
vote of the holders of a majority of the shares of common stock represented in
person or by Proxy at the meeting will be required for such ratification. If a
negative vote results, the matter will be referred to the Audit Committee for a
recommendation to the Board of Directors.
OTHER MATTERS
The Management does not know of any matters to be presented to the meeting
other than the matters set forth in the Notice of the Meeting. However, if any
other matters come before the meeting, it is intended that the holders of the
Proxies will vote thereon in their discretion.
STOCKHOLDER PROPOSALS
Proposals by Stockholders to be considered for inclusion in the Company's
Proxy Material for the next Annual Meeting of Stockholders must be received by
the Company at its principal executive office not later than December 22, 1995.
JERRY M. AUFOX
SECRETARY
March 10, 1995
15
<PAGE>
A.M. CASTLE & CO.
1994 DIRECTORS STOCK OPTION PLAN
EXHIBIT A
1. PURPOSE. The 1994 Directors Stock Option Plan (the "Plan") of A. M.
Castle & Co. (the "Company"), is intended to advance the best interest of the
Company by providing the nonemployee members of the Board of Directors of the
Company an opportunity to purchase shares of common stock of the Company (the
"Shares"). This Plan is effective as of June 1, 1995 (the "Effective Date")
subject to approval of the Company's stockholders at the annual meeting of
stockholders to be held on April 27, 1995 and is not intended to qualify as an
incentive stock option plan under Section 422 of the Internal Revenue Code of
1986.
2. ADMINISTRATION. The authority to manage and control the operation and
administration of the Plan shall be vested in a Committee (the "Committee")
consisting of two (2) or more members of the Board of Directors of the Company,
who shall be appointed by, and may be removed by, such Board, provided that the
Committee shall have no authority, power or discretion to determine the number
or timing of options granted pursuant to paragraph 3 or to alter the terms and
conditions of options as set forth therein. In the absence of any such
appointment or removal, the Committee shall consist of the Human Resources
Committee of the Board of Directors. Any interpretation of the Plan by the
Committee and any decision made by the Committee on any other matter within its
discretion is final and binding on all persons.
3. PARTICIPATION. Each member of the Company's Board of Directors, who is
not an employee of the Company, shall be a "Participant" in the Plan. As of the
Effective Date, and each anniversary thereof (or if such date is not a business
day, the first business day thereafter), each Participant who is a nonemployee
member of the Board of Directors of the Company on such date shall be granted an
option to purchase One Thousand (1,000) Shares; provided, however, no
Participant shall be awarded options to purchase an aggregate of more than Ten
Thousand (10,000) Shares under the Plan.
4. SHARES SUBJECT TO THE PLAN. The aggregate number of Shares for which
options may be granted under the Plan shall not exceed One Hundred Twenty
Thousand (120,000) Shares. If, as to any number of Shares, any option granted
pursuant to the Plan shall expire or terminate for any reason, such number of
Shares shall again be available for grant under the Plan. Any Shares issued
under the Plan may be treasury shares or authorized but unissued shares.
5. OPTION PRICE. The Option Price with respect to each Share shall be the
Fair Market Value of a Share on the date the option is granted. The "Fair Market
Value" as of any such date means the closing price of a share of Common Stock as
reported by the American Stock Exchange for that date or, if no trade occurred
on that date, on the next preceding date for which there is a reported sale.
6. OPTION EXPIRATION DATE. The "Expiration Date" with respect to an option
or any option thereof granted is a Participant under the Plan means the date
which is five (5) years after the date on which the option is granted. Subject
to paragraph 8, all rights to purchase Shares pursuant to an option shall cease
no later than the option's Expiration Date.
7. EXERCISE OF OPTIONS. Each option shall be exercisable either in whole
or in part, at any time after one year from the grant date and before the
Expiration Date. A Participant may exercise an option by giving written notice
thereof prior to the option's Expiration Date to the secretary of the Company at
the Company's corporate headquarters setting out the number of Shares with
respect to which the option is to be exercised. Contemporaneously with the
delivery of such notice, the full option price of the Shares purchased pursuant
to the exercise of a stock option together with any required state or federal
withholding taxes shall be paid in the form of: (a) cash, certified check, bank
draft or postal or express money order payable to the order of the Company; or
(b) Common Stock at the fair market value on the date of exercise, and
specifying the address to which the certificates for the Shares are to be
mailed. As promptly as practicable after receipt of written notification and
payment, the Company shall deliver to the Participant certificates in the
Participant's name for the number of Shares with respect to
A-1
<PAGE>
which the option has been exercised. Delivery shall be deemed effected when a
stock transfer agent of the Company shall have deposited the certificates in the
United States mail, addressed to the Participant, at the address specified under
this paragraph.
8. TERMINATION OF SERVICE. All unexercised options shall immediately
expire upon the Participant's termination of service on the Board of Directors,
unless such service terminates on account of death, disability or retirement at
age 70 in which case the following rules shall apply:
a. in the event of the death of a Participant, any options which the
Participant was entitled to exercise on the date immediately preceding his
death shall be exercisable by the person or persons to whom that right
passes by will or by the laws of descent and distribution for a period of
one (1) year after the date of death, but no later than the option's
Expiration Date.
b. in the event of the disability or retirement of a Participant, any
options which the Participant was entitled to exercise on the date
immediately preceding his disability or retirement shall be exercisable by
the Participant for a period of six (6) months after the date of disability
or retirement, but no later than the option's Expiration Date.
9. COMPLIANCE WITH APPLICABLE LAWS. Notwithstanding any other provision in
the Plan, the Company shall have no liability to issue any Shares under the Plan
unless such issuance would comply with all applicable laws and applicable
requirements of any securities exchange or similar entity. Prior to the issuance
of any Shares under the Plan, the Company may require a written statement that
the recipient is acquiring the Shares for investment and not for the intention
of distributing the Shares. Certificates representing such Shares may bear a
legend referring to such restrictions.
10. TRANSFERABILITY. Options under the Plan are not transferable except by
will or by the laws of descent and distribution. Options may be exercised during
the lifetime of the Participant only by the Participant, and after the death of
the Participant, only as provided in paragraph 8.
11. STOCKHOLDER STATUS. The grant of an Option under the Plan shall not
confer upon the holder thereof any right as a stockholder of the Company. No
person entitled to exercise any option granted under the Plan shall have any of
the rights or privileges of a stockholder of record with respect to any Shares
issuable upon exercise of such option until certificates representing such
Shares have been issued and delivered.
12. ADJUSTMENTS TO NUMBER OF SHARES SUBJECT TO THE PLAN AND TO OPTION
TERMS. Subject to the following provisions of this paragraph 12, in the event
of any change in the outstanding Shares by reason of any stock dividend, stock
split, recapitalization, merger, consolidation, combination, exchange of shares
or other similar corporate change, or appropriate and proportionate adjustment
shall be made in the number and kind of Shares subject to options outstanding or
to be granted under the Plan. Any such adjustment in any outstanding option
shall be made without change in the aggregate option price applicable to the
unexercised portion of such option but with a corresponding adjustment in the
price for each Share covered by such option as well as the adjustment in the
number and kind of Shares mentioned above. Adjustments under this paragraph 12
shall be made by the Committee, whose determination as to what adjustments shall
be made, and the extent thereof, shall be final, binding and conclusive. In no
event shall the purchase price for a Share be adjusted below the par value of
such Share, nor shall any fraction of a Share be issued upon the exercise of an
option.
13. AGREEMENT WITH COMPANY. At the time of a grant of an option, the
Committee may require a Participant to enter into an agreement with the Company
in a form specified by the Committee agreeing to the terms and conditions of the
Plan.
14. AMENDMENT AND TERMINATION. The Plan may be amended or terminated at
any time by the Company's Board of Directors; provided, however, that the
provisions of the Plan relating to the timing and amount of options, the option
price and the exercise terms shall not be amended more than once every six (6)
months and, provided further, that no amendment shall be adopted without
shareholder approval, which would cause the Plan to cease to meet the
requirements of Rule 16b-3.
A-2
<PAGE>
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
A.M. CASTLE & CO.
P
ANNUAL MEETING OF STOCKHOLDERS ON APRIL 27, 1995
The undersigned hereby constitutes and appoints Michael Simpson and
John P. Keller and each of them, his true
R
and lawful agents and proxies with full power of substitution in
each, to represent the undersigned at the Annual Meeting of
Stockholders of A.M. Castle & Co. to be held at the office of the
Company, 3400 North Wolf Road,
O
Franklin Park, Illinois on Thursday April 27, 1995, and at any
adjournments thereof, on all matters coming before said meeting.
X
Election of Directors, Nominees:
Y
Danial T. Carroll, Edward F. Culliton, William K. Hall, Robert S.
Hamada, John P. Keller, John W. McCarter, Jr., William J.
McDermott, Richard G. Mork, John W. Puth, Michael Simpson, and
Richard A. Virzi.
YOU ARE ENCOURAGED TO SPECIFY YOUR CHOICES BY MARKING THE
APPROPRIATE BOXES, SEE REVERSE SIDE, BUT YOU NEED NOT MARK ANY
BOXES IF YOU WISH TO VOTE IN ACCORDANCE WITH THE BOARD OF
DIRECTORS' RECOMMENDATIONS. THE PROXY COMMITTEE CANNOT VOTE YOUR
SHARES UNLESS YOU SIGN AND RETURN THIS CARD.
SEE REVERSE SIDE
<PAGE>
THIS PROXY WHEN PROPERLY EXECUTED WILL BE VOTED IN THE MANNER DIRECTED HEREIN.
IF NO DIRECTION IS MADE, THIS PROXY WILL BE VOTED FOR ELECTION OF DIRECTORS,
FOR PROPOSAL 2 AND FOR PROPOSAL 3.
- -------------------------------------- /X/ PLEASE MARK YOUR
SIGNATURE VOTES AS IN THIS
EXAMPLE
Date ---------------
<TABLE>
<S> <C> <C>
FOR WITHHELD
1. Election of Directors. / / / /
For, except vote withheld from the following nominee(s):
- ---------------------------------------------------------
</TABLE>
<TABLE>
<S> <C> <C> <C>
FOR AGAINST ABSTAIN
2. Adoption of the 1995 Directors
Stock Option Plan. / / / / / /
FOR AGAINST ABSTAIN
3. Approval of Arthur Andersen & Co.
As Independent Accountants / / / / / /
Change of
Address / /
</TABLE>
