<PAGE>
As filed with the Securities and Exchange Commission on April 15, 1996
33-
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
________________________
FORM S-3
REGISTRATION STATEMENT
Under
The Securities Act of 1933
__________________________
A.M. CASTLE & CO.
(Exact name of registrant as specified in its charter)
__________________________
Delaware A.M. Castle & Co. 36-0879160
(State or other 3400 North Wolf Road (I.R.S. Employer
jurisdiction of Franklin Park, Illinois 60131 Identification No.
incorporation or (847) 455-7111
organization)
(Address, including zip code, and telephone number, including area code,
of registrant's principal executive offices)
__________________________
Jerry M. Aufox
Secretary and Corporate Counsel
A.M. Castle & Co.
3400 North Wolf Road
Franklin Park, Illinois 60131
(847) 455-7111
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
__________________________
Approximate Date of Commencement of Proposed Sale to the Public: As
soon as practicable after this registration statement becomes effective.
If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the
following box. [x]
If any of the securities being registered on this Form are to be
offered on a delayed or continuous basis pursuant to Rule 415 under the
Securities Act of 1933, other than securities offered only in connection
with dividend or interest reinvestment plans, check the following box. [ ]
<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
=================================================================================================
Proposed maximum Proposed maximum
Title of each class Amount to be offering price aggregate offering Amount of
of securities to be registered per unit (1) price Registration
registered <F1> fee
_________________________________________________________________________________________________
<S> <C> <C> <C> <C>
Shares of Common Stock,
no par value........... 1,000,000 $32.25 $32,250,000 $11,120.69
=================================================================================================
<F1>
(1) Estimated solely for the purpose of calculating the registration fee
and based upon the average of the high and low prices reported in the
consolidated reporting system on April 9, 1996.</F1>
</TABLE>
<PAGE>
PROSPECTUS
A.M. CASTLE & CO.
Dividend Reinvestment and
Share Purchase Plan
1,000,000 Shares of Common Stock, No Par Value
This Prospectus describes the Dividend Reinvestment and Stock Purchase
Plan (the "Plan") of A.M. Castle & Co. (the "Company"). The Company hereby
offers to holders of its Shares of Common Stock, no par value ("Shares"),
the opportunity to purchase, through reinvestment of dividends or by
additional cash payments, additional Shares on the terms, conditions and
prices herein stated.
The Plan provides holders of the Company's Shares with a convenient
method of reinvesting dividends and of investing optional cash payments,
within the limits of the Plan, in additional Shares. Participants in the
Plan pay no brokerage commissions or other expenses in connection with the
purchase of Shares under the Plan.
The Shares purchased for participants under the Plan may be purchased,
at the Company's option, from the Company out of its authorized but
unissued or treasury shares or on the open market. The purchase price to
Plan participants for shares purchased from the Company will be the average
of the high and low sales prices for the Shares on the dividend payment
date as reported in the American Stock Exchange Composite Transactions
unless the dividend payment date falls on a day on which the Shares are not
traded, in which case the purchase price will be determined by averaging
the averages of the reported high and low sales prices for the Shares on
the trading dates next preceding and next following such date. The
purchase price to Plan participants for Shares purchased on the open market
will be the price at which such Shares are purchased on the open market by
the Plan Administrator.
Participants may make additional optional cash payments of not less than
$100 and not more than $10,000 per quarter; such payments will also be
applied to the purchase of Shares on the terms described herein.
This Prospectus relates to 1,000,000 Shares that have been registered
for sale under the Plan.
____________
This Prospectus should be retained for future reference.
____________
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES
AND EXCHANGE COMMISSION NOR HAS THE COMMISSION PASSED UPON THE ACCURACY OR
ADEQUACY OF THE PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.
____________
THE ATTORNEY GENERAL OF THE STATE OF NEW YORK HAS NOT PASSED ON OR ENDORSED
THE MERITS OF THIS OFFERING. ANY REPRESENTATION TO THE CONTRARY IS
UNLAWFUL.
____________
The date of this Prospectus is April 15, 1996.
AVAILABLE INFORMATION
The Company is subject to the informational requirements of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), and, in
accordance therewith, files reports, proxy statements and other information
with the Securities and Exchange Commission (the "Commission"). Such
reports, proxy statements and other information can be inspected and copied
at the public reference facilities maintained by the Commission at Room
1024, 450 Fifth Street, N.W., Washington, D.C. 20549; Room 1204,
Northwestern Atrium Center, 500 West Madison Street, Suite 1400, Chicago,
Illinois 60661; and 7 World Trade Center, 13th Floor, New York, New York
10048. Copies of such material can be obtained at prescribed rates from
the Public Reference Section of the Commission at 450 Fifth Street, N.W.,
Washington, D.C. 20549. The outstanding Shares are listed on the American
Stock Exchange (the "AMEX") and the Chicago Stock Exchange (the "CSE") and
all such reports, proxy statements and other information filed by the
Company with the AMEX and the CSE may be inspected at the AMEX's offices at
86 Trinity Place, New York, New York 10006 and at the CSE's offices at 440
South LaSalle Street, Chicago, Illinois 60605.
This Prospectus constitutes part of a registration statement on Form S-3
(together with all amendments and exhibits, the "Registration Statement")
filed by the Company with the Commission under the Securities Act of 1933,
as amended (the "Securities Act"). This Prospectus does not contain all of
the information set forth in the Registration Statement, certain parts of
which are omitted in accordance with the rules and regulations of the
Commission. For further information, reference is hereby made to the
Registration Statement.
INCORPORATION BY REFERENCE
The following documents heretofore filed by the Company with the
Commission are incorporated in this Prospectus by reference:
(a)the Company's Annual Report on Form 10-K for the fiscal year ended
December 31, 1995;
(b) the Company's Schedule 14A Proxy Statement dated March 8, 1996.
(c)the description of the Company's Shares contained in the Company's
Registration Statement filed under Section 12 of the Exchange Act,
including any amendment or report filed to update the description.
All documents subsequently filed by the Company pursuant to Sections
13(a), 13(c), 14 or 15(d) of the Exchange Act prior to the termination of
this offering of Shares pursuant to the Plan, shall be deemed incorporated
by reference in this Prospectus and be a part hereof from the date of
filing of such documents. Any statement contained herein or in a document
deemed to be incorporated by reference herein shall be deemed to be
modified or superseded for purposes of this Prospectus to the extent that a
statement contained herein, or in any subsequently filed document which is
also or is deemed to be incorporated by reference herein, modifies or
supersedes such statement. Any such statement so modified or superseded
shall not be deemed, except as so modified or superseded, to constitute a
part of this Prospectus.
The Company will provide without charge to each person to whom a copy of
this Prospectus is delivered, upon the written or oral request of such
person, a copy of any or all of the documents incorporated herein by
reference, other than exhibits to such documents unless such exhibits are
specifically incorporated by reference into such documents. Requests should
be addressed to Secretary, A.M. Castle & Co., 3400 North Wolf Road,
Franklin Park, Illinois 60131, telephone number: (847) 455-7111.
A.M. CASTLE & CO.
The Company is one of North America's largest independent metals service
center companies. The Company provides a complete range of inventories as
well as preprocessing services to a wide variety of customers. The Company
inventories carbon and stainless steel and non-ferrous metals in many forms
including round, hexagon, square and flat bars; plates; tubing; shapes; and
sheet and coil. The Company also does specialized fabrications for
customers through pre-qualified subcontractors. The Company's specialized
operating unit, the Hy-Alloy Steels Co. is a distributor of alloy bars
stocked as rounds, squares, hexes and flats; and of alloy tubing. Through
its value-added bar processing center, H-A Industries, the Company ships
quench and tempered alloy bar products to its customers throughout the
United States and Canada.
The Company's principal executive offices are located at 3400 North Wolf
Road, Franklin Park, Illinois 60131, and its telephone number is (847)
455-7111.
THE PLAN
The Plan provides participants ("Participants") with a simple and
convenient way to invest cash dividends in additional Shares. Participants
may also invest additional cash, making payments of not less than $100 or
more than $10,000 per quarter, to purchase Shares under the Plan. Such
purchases may be made, at the Company's election, either (A) from the
Company out of its authorized but unissued or treasury Shares (a "Company
Purchase") or (B) on any securities exchange where the Shares are traded,
in the over-the-counter market or in negotiated transactions (a "Market
Purchase"). The proceeds of any sales of Shares to the Plan through
Company Purchases will be used by the Company for its general business
purposes.
REASONS FOR THE PLAN
The Company adopted the Plan in April 1995 to permit shareholders
additional opportunities to purchase Shares directly from the Company
without incurring brokerage commissions or bank fees.
ELIGIBILITY
Shareholders of record are eligible to participate in the Plan with
respect to any number of their Shares. In order to be eligible to
participate in the Plan, beneficial owners whose Shares are held of record
by a broker, bank or other nominee are eligible to participate in the
dividend reinvestment feature of the Plan through such nominee record owner
and should instruct the broker, bank or other nominee to arrange with its
depository or registered nominee for reinvestment of dividends under the
Plan.
ADMINISTRATION
American Stock Transfer and Trust Company is the Administrator of the
Plan (the "Plan Administrator"). The Plan Administrator keeps records,
sends statements of account to Participants and performs other duties
relating to the Plan. Shares purchased under the Plan will be registered in
the Participant's name and will be credited to the Participant's Share
account ("Share Account") on the records of the Company. Certificates for
the Shares purchased pursuant to the Plan will be issued to the Participant
upon written request, except that no certificates will be issued for
fractional Shares. A Participant requesting a certificate for all the
Shares held in such Participant's Share Account will receive cash for any
fractional Share based on a broker's quote for the sales price of Shares on
the day notice is received by the Plan Administrator.
ENROLLMENT
Participants may join the Plan by signing the enrollment card enclosed
with this Prospectus and returning it to the Plan Administrator in the
enclosed envelope.
Participation in the Plan will begin with the first dividend payment
after a signed card is received, provided the card is received on or before
the record date established for that dividend. If a Participant's
enrollment card is received after the record date for any dividend and
before payment of that dividend, that dividend will be paid to the
Participant in cash and reinvestment of the Participant's dividends will
not begin until the next dividend payment date.
COSTS
Participants in the Plan pay no brokers commissions, bank fees, service
charges or other fees for purchases made under the Plan. All costs of
administration of the Plan are paid by the Company.
PURCHASES AND PRICE OF SHARES
Dividends, as well as any additional cash payments, will be invested on
the date on which the dividends are paid (the "Investment Date"). Dividends
have historically been paid on a quarterly basis. A Participant becomes an
owner of Shares purchased under the Plan as of the Investment Date.
Reinvested Dividends. A Participant may elect dividend reinvestment with
respect to any Shares registered in the Participant's name on the records
of the Company. A Participant should specify on the enrollment card the
number of Shares for which the Participant wants dividends reinvested.
Dividends on all Shares purchased pursuant to the Plan will be
automatically reinvested. The number of Shares purchased for a Participant
in the Plan depends on the amount of dividends on the Participant's Shares
(less any required withholding tax) and the purchase price of the Shares. A
Participant's Share Account will be credited with the number of Shares,
including fractions computed to three decimal places, equal to the total
amount invested divided by the purchase price per Share.
The Shares purchased for participants under the Plan may be purchased,
at the Company's option, from the Company out of its authorized but
unissued or treasury shares or on the open market. The purchase price to
Participants for shares purchased from the Company will be the average of
the high and low sales prices for the Shares on the dividend payment date
as reported in the American Stock Exchange Composite Transactions unless
the dividend payment date falls on a day on which the Shares are not
traded, in which case the purchase price will be determined by averaging
the averages of the reported high and low sales prices for the Shares on
the trading dates next preceding and next following such date. The
purchase price to Plan participants for Shares purchased on the open market
will be the price at which such Shares are purchased on the open market by
the Plan Administrator.
Optional Cash Purchases. A Plan Participant may make additional cash
payments for the purchase of Shares. Payments must be at least $100 and not
more than $10,000 per quarter. Participants are not obligated to make any
cash payments and, if they choose to do so, Participants need not pay the
same amount each quarter. The price of Shares purchased with additional
cash payments will be determined in the same manner as the price of Shares
purchased with reinvested dividends.
Cash payments must be received at least five business days before the
Investment Date in order to be used to purchase Shares on that Investment
Date. The last date on which cash may be received in any calendar quarter
will be the dividend record date for that quarter as announced by the
Company (each, a "Cash Receipt Date"). In the event that the Cash Receipt
Date or Investment Date falls on a Saturday, Sunday or a business holiday,
then the next business day will become the effective "Cash Receipt Date."
After a Participant has enrolled, the Plan Administrator will provide a
form with the Participant's account statement to make cash purchases (a
"Cash Remittance Form").Each optional cash payment must be accompanied by a
properly executed Cash Remittance Form. Cash payments not previously
invested will be invested along with the next reinvestment. Participants
have the unconditional right to obtain the return of any uninvested cash
payments up to two business days prior to investment.
Participants may make cash purchases when they join the Plan by
enclosing a personal check or money order payable to American Stock
Transfer and Trust Company with the enrollment card.
DIVIDENDS ON SHARES HELD IN THE PLAN
Dividends paid on Shares held in the Plan (less any required withholding
tax) will be credited to the Participant's Share Account. Dividends are
paid on both full and fractional Shares held in account and are
automatically reinvested.
ACCOUNT STATEMENTS
Participants will receive a statement of their accounts as soon as
practicable after each Investment Date. The statements will contain a
report of all activity for the calendar year, including information with
respect to the number of Shares allocated to the Share Account, the amount
of dividends received which are allocable to the Participant, the number of
Shares purchased therewith and the price paid. These statements are a
Participant's continuing record of the cost of Share purchases under the
Plan and should be retained for income tax purposes.
CERTIFICATES FOR SHARES
Shares purchased under the Plan will be uncertificated Shares and will
be credited to each Participant's Share Account. The number of Shares
purchased will be shown on the Participant's statement of account. This
feature permits ownership of fractional Shares, protects against loss,
theft or destruction of stock certificates and reduces the costs of the
Plan.
Certificates for any number of whole Shares credited to a Participant's
account will be issued in the Participant's name upon written request to
the Plan Administrator. Certificates for fractional Shares will not be
issued. Should a Participant want his or her certificates issued in a
different name, the Participant must notify the Plan Administrator in
writing and comply with applicable transfer requirements. If a Participant
wishes to sell any whole Shares credited to his or her Share Account under
the Plan, the Participant will have the option of either (i) receiving a
certificate for such whole number of Shares or (ii) requesting that such
Shares held in the account be sold, in which case the Shares will be sold
on the open market within 10 business days and deliver the proceeds him or
her. See "Termination of Participation." If a Participant wishes to pledge
Shares credited to his or her account, the Participant must first have the
certificate for those Shares issued in his or her name.
TERMINATION OF PARTICIPATION
Participants may discontinue reinvestment of dividends under the Plan
with respect to any of their Shares (including Shares held in the Plan) at
any time by notifying the Plan Administrator in writing. A notice of
termination must be received by the Plan Administrator in sufficient time
for processing prior to the record date; otherwise, such notice shall not
be effective until after purchases from the dividends paid have been
completed and the Shares credited to all participants. All dividends with
a record date after timely receipt of notice for termination will be sent
directly to the Participant. The Plan Administrator may terminate the
account by notice in writing mailed to the participant. Once termination
has been effected, the Plan Administrator will issue to the Participant,
without charge, certificates for the full Shares held in his or her account
or, if he or she so requests, sell the full Shares (within 10 business
days) held under the Plan, and deliver the proceeds to him. The
participant's interest in any fractional Share held in his account at
termination will be paid in cash at the then current market value of
Shares. If a participant disposes of all Shares represented by
certificates registered in his or her own name on the books of the Company
but does not give notice of termination under the Plan, the Bank may
continue to reinvest the dividends on his or her Shares held under the Plan
until otherwise directed.
If the Company terminates the Plan, Participants will receive a
certificate for the number of whole Shares credited to their accounts under
the Plan and a check for the value of any fractional Share (computed as
described in the preceding paragraph).
VOTING OF SHARES HELD UNDER THE PLAN
Participants will be able to vote all Shares (including fractional
Shares) credited to their Share Accounts under the Plan at the same time
that Participants vote the Shares registered in their names on the records
of the Company.
SHARE DIVIDENDS, SHARE SPLITS AND RIGHTS OFFERINGS
Any Share dividends or splits distributed by the Company in respect of
Shares held in the Plan for Participants will be credited to the
Participant's Share Account. If the Company issues to its shareholders
rights to subscribe to additional Shares, such rights will be issued to
Participants based on their total Share holdings, including Shares held in
their Share Accounts.
RESPONSIBILITY OF THE PLAN ADMINISTRATOR AND THE COMPANY UNDER THE PLAN
American Stock Transfer and Trust Company, as the Plan Administrator,
will not be liable for any claim based upon an act done in good faith or a
good faith omission to act, including, without limitation, any claims of
liability (1) arising out of failure to terminate any Participant's account
upon such Participant's death prior to receipt of notice in writing of such
death and (2) with respect to the prices at which Shares are purchased for
the Participant's account and the times such purchases are made.
All notices from the Plan Administrator to a Participant will be mailed
to the Participant at his last address of record with the Plan
Administrator, which will satisfy the Plan Administrator's duty to give
notice. Participants must promptly notify the Plan Administrator of any
change in address.
Participants should recognize that neither the Company nor the Plan
Administrator can provide any assurance of a profit or protection against
loss on any Shares purchased under the Plan.
INTERPRETATION AND REGULATION OF THE PLAN
The Company reserves the right, without notice to Participants, to
interpret and regulate the Plan as it deems necessary or desirable in
connection with its operation. Any such interpretation and regulation shall
be conclusive.
CHANGE IN OR DISCONTINUANCE OF THE PLAN
While the Company hopes to continue the Plan indefinitely, it reserves
the right to suspend or terminate the Plan at any time, including the
period between a dividend record date and the related dividend payment
date. The Company also reserves the right to amend or supplement the Plan.
Except when necessary or appropriate to comply with law or the rules or
policies of the Securities and Exchange Commission or other regulatory
authority, the Plan will only be amended or supplemented by mailing
appropriate written notice at least 30 days prior to the effective date
thereof to each Participant. The amendment or supplement shall be deemed
to be accepted by the Participant unless, prior to the effective date
thereof, the Bank receives written notice of the termination of the
Participant's account.
FEDERAL INCOME TAX CONSEQUENCES OF
PARTICIPATION IN THE PLAN
The following discussion summarizes the principal federal income tax
consequences, under current law, of participation in the Plan. It does not
address all potentially relevant federal income tax matters, including
consequences peculiar to persons subject to special provisions of federal
income tax law (such as tax-exempt organizations, insurance companies and
foreign persons). The following discussion is based upon the Internal
Revenue Code of 1986, as amended (the "Code"), and administrative and
judicial interpretations thereof, as of the date hereof, all of which are
subject to change (possibly on a retroactive basis). No tax rulings have
been or are anticipated to be requested from the Internal Revenue Service
(the "Service") or other taxing authorities with respect to any of the tax
matters discussed herein. The following discussion is for general
information only, and Participants must consult their own tax advisor to
determine the particular tax consequences that may result from their
participation in the Plan and the disposition of any Shares purchased
pursuant to the Plan.
Reinvested Dividends. Participants in the Plan have the same Federal
income tax obligations with respect to their dividends as do shareholders
who do not participate in the Plan. Therefore, in general, reinvested
dividends are taxable as having been received in cash even though they are
used to purchase additional shares under the Plan. Accordingly, the amount
of any dividend reinvested through the Plan must be included in each
Participant's gross income in the year the dividend would have been paid to
the Participant had the Participant not elected to participate in the Plan.
In the event that newly issued shares are purchased with reinvested
dividends, a Participant will be treated for Federal income tax purposes as
having received a dividend equal in amount to the value of the shares on
the reinvestment date, which may differ from the amount of the cash
dividend reinvested.
The Service has ruled that brokerage commissions paid by the company in
purchasing shares of the Company's Common Stock for the Plan are subject to
income taxes. The pro rata share of such commissions applicable to each
Participant will be included in dividend income on a Form 1099 and
furnished to each Participant shortly after the end of each calendar year,
if the Participant has received at least $10 in dividends during the
calendar year.
The initial tax basis per Share acquired from the Company under the Plan
is the amount treated as a dividend divided by the number of Shares
acquired by the Participant with reinvested dividends. The initial tax
basis per Share purchased in market transactions under the Plan is the same
as in the preceding sentence, increased by the pro rata amount of any
brokerage fees paid by the Company on the Participant's behalf.
Additionally, a Participant's basis in a whole Share resulting from the
acquisition of two or more fractional Shares will be the combined bases for
the various fractional Shares.
The holding period for Shares acquired with reinvested dividends will
begin the day after the Investment Date. A whole Share resulting from the
acquisition of two or more fractional Shares on different Investment Dates
will have a split holding period, with the holding period for each
fractional component beginning the day after the Investment Date when the
fraction was acquired.
Under Section 3406(a)(1) of the Code, the Company is required to
withhold for Federal income tax purposes 31% of all dividend payments to a
United States citizen Participant in the Plan if (i) such Participant has
failed to furnish to the Company his taxpayer identification number
("TIN"), which for an individual is his or her social security number, (ii)
the Service has notified the Company that the TIN furnished by the
Participant is incorrect, (iii) the Service notified the Company that
back-up withholding should be commenced because the Participant has failed
to properly report interest or dividends, or (iv) the Participant has
failed to certify, under penalties of perjury, that he or she is not
subject to back-up withholding. Shareholders have previously been
requested, or will prior to any dividend reinvestment be requested, by the
Company or their broker to submit all information and certifications
required in order to exempt them from back-up withholding if such exemption
is available to them.
Foreign shareholders also may be subject to United States Income Tax
withholding. In the case of shareholders whose dividends are subject to
United States Income Tax withholding, the Company will, to the extent
permitted by law, invest in Common Stock an amount equal to dividends less
the amount of tax required to be withheld. The regular statement of
account confirming purchases made for foreign and domestic Participants
will indicate the amount of tax withheld.
Optional Cash Payments. The initial tax basis in a Share acquired with
an optional cash payment will equal the fair market value of the Shares
purchased. The holding period for Shares acquired with optional cash
payments under the Plan will begin the day after the Investment Date. A
Share consisting of fractional Shares purchased on different dates will
have a split holding period, with the holding period for each fractional
component beginning the day after its purchase date. Additionally, a
Participant's basis in a whole Share resulting from the acquisition of two
or more fractional Shares will be the combined fair market value on the
Investment Dates for the various fractional Shares.
Receipt of Share Certificates and Cash. If a Participant requests
certificates for Shares held in his or her Share Account, the Participant
will not realize any income when such certificates for whole Shares are
received. Any cash received for a fractional Share held in a Participant's
account will be treated as an amount realized on the sale of the fractional
Share. Participants, therefore, will recognize a gain or a loss equal to
any difference between the amount of cash received for the fractional Share
and the Participant's tax basis in the fractional Share. Similarly, if the
Plan Administrator sells a Participant's Shares pursuant to his or her
request upon termination of such Participant's participation in the Plan,
the Participant will recognize a gain or a loss equal to the difference
between the amount realized on the sale and the Participant's tax basis in
the Shares. A gain or a loss recognized on a sale of Shares (including a
fractional Share) from a Participant's Share Account generally will be a
capital gain or a loss if the Participant holds his or her Plan Shares as
capital assets. Such capital gain will be eligible for the alternate tax
rate applicable to net capital gains of individuals if the holding period
of such Shares is longer than twelve months.
INDEMNIFICATION OF DIRECTORS AND OFFICERS OF THE COMPANY
The Company's Bylaws provide that the Company shall indemnify any
officer of director is made a party to, or is involved in any actual or
threatened civil, criminal or administrative action, suit or proceeding (or
appeals therefrom) by reason of the fact that he is or was a director,
officer or employee of the Company will be indemnified by the Company
against all expenses and liabilities, reasonably incurred arising out of or
in connection with such litigation except in relation to matters as to
which (a) it shall be finally adjudged in such litigation that such person
breached his fiduciary duty to the Company or (b) such person failed to act
in good faith for a purpose which he reasonably believed to be in the best
interests of the Company, or, in the case of criminal litigation, such
person had reasonable cause to believe that his conduct was unlawful. The
Company's Bylaws also provide that the foregoing right of indemnification
shall be in addition to and not exclusive of all other rights to which such
director, officer or employee may be entitled.
Insofar as indemnification for liabilities arising under the Securities
Act may be permitted to officers or directors of the Company pursuant to
the foregoing provisions, the Company has been informed that, in the
opinion of the Commission, such indemnification is against public policy as
expressed in the Securities Act and is, therefore, unenforceable.
LEGAL OPINIONS
The validity of the Shares offered hereby is being passed upon for the
Company by Jerry M. Aufox. Mr. Aufox is Secretary and Corporate Counsel of
the Company.
EXPERTS
The financial statements and schedules incorporated in this Prospectus
by reference to the Company's Annual Report on Form 10-K for the year ended
December 31, 1994 have been audited by Arthur Andersen & Co., independent
public accountants, as indicated in their reports with respect thereto
included therein and incorporated herein by reference. Such financial
statements and schedules are, and audited financial statements and
schedules to be included in subsequently filed documents will be (to the
extent covered by consents filed with the Commission), incorporated herein
in reliance upon the authority of said firm as experts in giving such
reports.
ADDRESS OF THE PLAN ADMINISTRATOR
Enrollment cards, Cash Remittance Forms, optional cash payments, changes
in name or address, notices of termination and requests for refunds of
payments to purchase Shares, certificates or the sale of Shares held in the
Plan should be directed to:
American Stock Transfer and Trust Company
40 Wall Street
46th Floor
New York, New York 10269-0436
INQUIRIES REGARDING THE PLAN
Questions about the Plan and a Participant's participation in the Plan
should be addressed to:
A.M. Castle & Co.
3400 North Wolf Road
Franklin Park, Illinois 60131
(847) 455-7111
No person has been authorized to
give any information or to make any
representation, other than those
contained in this Prospectus, and
if given or made, such information
or representation must not be
relied upon as having been
authorized by the Company. This
Prospectus does not constitute
an offer to sell or a solicitation
of an offer to buy any of the
securities offered hereby in any
jurisdiction to any person to whom
it is unlawful to make such offer
in such jurisdiction. Neither the
delivery of this Prospectus nor any
sale made hereunder shall, under
any circumstances, create any
implication that information herein
is correct as of any time
subsequent to its date.
TABLE OF CONTENTS
Page
Available Information........ 2
Incorporation by Reference... 2
A.M. Castle & Co............. 3
The Plan..................... 3
Reasons for the Plan......... 3
Eligibility.................. 3
Administration............... 3
Enrollment................... 4
Costs........................ 4
Purchases and Price of Shares 4
Dividends on Shares Held
in the Plan................ 5
Account Statements........... 5
Certificates for Shares...... 5
Termination of Participation.. 5
Voting of Shares Held Under
the Plan................... 6
Share Dividends, Share
Splits and Rights
Offerings.................. 6
Responsibility of the Plan
Administrator and the
Company Under the Plan..... 6
Interpretation and
Regulation of the Plan..... 6
Change in or Discontinuance
of the Plan................ 6
Federal Income Tax
Consequences of Partic-
ipation in the Plan........ 7
Indemnification of Directors
and Officers of the
Company.................... 7
Legal Opinions............... 8
Experts...................... 8
Address of Plan Administrator 8
Inquiries Regarding the Plan. 8
<PAGE>
A.M. CASTLE & CO.
1,000,000 Shares of
Common Stock, no par value
offered by the Company
to its shareholders solely
in connection with its
Dividend Reinvestment
and
Share Purchase Plan
PROSPECTUS
April 15, 1996
<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 14. Other Expenses of Issuance and Distribution.
The expenses to be paid in connection with the issuance and
distribution of the securities being registered are estimated as follows
and will be borne by the registrant:
SEC Registration Fee........................$ 11,120.69
Listing Fees.........................................0
Accounting fees and expenses.........................0
Legal fees and expenses..........................5,000
Miscellaneous expenses........................... 0
-------
Total...................................$ 16,120.69
============
Item 15. Indemnification of Directors and Officers.
Article 15 of the Registrant's Certificate of Incorporation provides
as follows with respect to the limitation of liability for directors and
indemnification:
A director of this Corporation shall not be personally liable to the
Corporation or its stockholders for monetary damages for breach of
fiduciary duty as a director except that this Article Fifteenth shall
not eliminate or limit a director's liability (i) for any breach of
the director's duty of loyalty to the Corporation or its
stockholders; (ii) for acts and omissions not in good faith or which
involve intentional misconduct or a knowing violation of law; (iii)
under Section 174 of the Delaware General Corporation law or (iv) for
any transaction from which the director derived an improper personal
benefit.
If the Delaware Corporation Law is hereafter amended to authorize the
further elimination or limitation of the personal liability of
directors, then the liability of a Director of the Corporation shall
be eliminated or limited to the fullest extent permitted by the
Delaware General Corporation Law as so amended.
Any repeal or modification of the foregoing provisions of this
Article Fifteenth by the stockholders of this Corporation shall not
adversely affect any right or protection of any Director of this
Corporation or any act or occurrence taking place prior to such
repeal or modification, or otherwise adversely affect any right or
protection existing at the time of such repeal or modification.
The provisions of this Article Fifteenth shall not be deemed to limit
or preclude indemnification, to the extent permitted by Delaware Law,
of a director by this Corporation for any liability for a director
which has not been eliminated by the provisions of this Article
Fifteenth.
Article 8 of he Registrant's By-Laws provides as follows with respect
to indemnification of directors, officers and employees:
Section 1. Any person made a party to or involved in any
litigation (which term shall include any actual or threatened
civil, criminal or administrative action, claim, suit,
proceeding or appeals therefrom) by reason of the fact that he
at any time was or is a director, officer or employee of the
corporation, or of any other corporation or organization which
he served as such at the request of the corporation and in which
the corporation owns shares of capital stock or of which it is a
creditor, shall (to the fullest extent permitted by law) be
indemnified by the corporation against all liabilities and all
expenses reasonably incurred by him arising out of or in
connection with such litigation, except in relation to matters
as to which (a) it shall be finally adjudged in such litigation
that such person breached his duty to the corporation (or to
such other corporation or organization) or (b) such person
failed to act in good faith for a purpose which he reasonably
believed to be in the best interests of the corporation (or such
other corporation or organization), or in the case of criminal
litigation, such person had reasonable cause to believe that his
conduct was unlawful.
Section 2. Except as provided in Section 1 above, the
termination of any litigation by judgment, settlement,
conviction or upon a plea of nolo contendere, or its equivalent,
shall not create a presumption that a director, officer or
employee did not meet the applicable indemnification standard
set forth in Section 1 above.
Section 3. Except where a person has been wholly successful on
the merits with respect to said litigation, any indemnification
hereunder shall be made only after:
(a) the Board of Directors (acting by a quorum consisting of
Directors who are not involved in such litigation) determines
that such person has met the applicable indemnification standard
set forth in Section 1 above; or
(b) the Board of Directors determines, based upon the written
opinion of independent legal counsel, that such person has met
said indemnification standard.
Section 4. Advances may be made by the corporation against
costs, expenses and fees at the discretion of, and upon such
terms as may be determined by, the Board of Directors.
Section 5. The right of indemnification provided hereunder
shall not be deemed exclusive of any other right to which any
person may be entitled, or of any other indemnification which
may lawfully be granted to any person in addition to the
indemnification provided hereunder. Indemnification provided
hereunder shall, in the case of death of a director, officer or
employee, inure to the benefit of his heirs, executors or other
lawful representatives.
Item 16. Exhibits.
Refer to Index to Exhibits.
Item 17. Undertakings.
The undersigned registrant hereby undertakes: (1) to file, during any
period in which offers or sales are being made, a post-effective amendment
to this registration statement to include any material information with
respect to the plan or distribution not previously disclosed in the
registration statement or any material change to such information in the
registration statement; (2) that, for the purpose of determining any
liability under the Securities Act of 1933, each such post-effective
amendment shall be deemed to be a new registration statement relating to
the securities offered therein, and the offering of such securities at that
time shall be deemed to be the initial bona fide offering thereof; and (3)
to remove from registration by means of a post-effective amendment any of
the securities being registered which remain unsold at the termination of
the offering.
The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of
the registrant's annual report pursuant to Section 13(a) or 15(d) of the
Securities Exchange Act of 1934 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to Section 15(d) of the
Securities Exchange Act of 1934) that is incorporated by reference in the
registration statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial bona fide
offering thereof.
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each of A.M. Castle & Co., a
Delaware corporation, and the undersigned directors and officers of A.M.
Castle & Co., hereby constitutes and appoints Jerry M. Aufox its or his
true and lawful attorneys-in-fact and agents, for it or him and in its or
his name, place and stead, in any and all capacities, with full power to
act alone, to sign any and all amendments to this registration statement,
and to file each such amendment to this registration statement with all
exhibits thereto, and any and all documents in connection therewith, with
the Securities and Exchange Commission, hereby granting unto said
attorneys-in-fact and agents, and each of them, full power and authority to
do and perform any and all acts and things requisite and necessary to be
done in and about the premises, as fully and to all intents and purposes as
it or he might or could do in person, hereby ratifying and confirming all
that said attorneys-in-fact and agents, or any of them, may lawfully do or
cause to be done by virtue hereof.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
registrant certifies that it has reasonable grounds to believe that it
meets all of the requirements for filing on Form S-3 and has duly caused
this registration statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the Village of Franklin Park, State of
Illinois on the 19th day of February, 1996.
A.M. CASTLE & CO.
By:/s/Richard G. Mork
Richard G. Mork
President and Chief Executive
Officer
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities and on the dates indicated.
Signature Title Date
/s/Michael Simpson Chairman of the Board February 19, 1996
Michael Simpson
/s/Richard G. Mork President - Chief Executive February 19, 1996
Richard G. Mork Officer, and Director
/s/Edward F. Culliton Vice President - Chief February 19, 1996
Edward F. Culliton Financial Officer, and
Director
/s/Daniel T. Carroll Director, Chairman - Human February 19, 1996
Daniel T. Carroll Resources Committee
/s/William K. Hall Director February 19, 1996
William K. Hall
/s/Robert S. Hamada Director, Chairman - February 19, 1996
Robert S. Hamada Audit Committee
/s/John P. Keller Director February 19, 1996
John P. Keller
/s/John W. McCarter, Jr. Director February 19, 1996
John W. McCarter, Jr.
/s/William J. McDermott Director February 19, 1996
William J. McDermott
/s/John W. Puth Director February 19, 1996
John W. Puth
/s/Richard A. Virzi Director February 19, 1996
Richard A. Virzi
INDEX TO EXHIBITS
Exhibit Document Description Sequential
No. Page Number
- - --------- -------------------- ------------
3.1 Registrant's Certificate of Incorporation, incorporated
by reference to exhibit 3(B) to Registrant's Form 10-K
for the year ended December 31, 1994 (the "1994 10-K").
3.2 Registrant's By-Laws, incorporated by reference to
exhibit 3(C) to the 1994 10-K.
5 Opinion of Jerry M. Aufox as to the legality of the
Shares being registered.
10.1 Long term incentive compensation plan, incorporated
by reference to exhibit 10(D) to the 1994 10-K.
10.2 1990 Restricted Stock and Stock Option Plan, incorporated
by reference to exhibit 10(E) to the 1994 10-K.
10.3 Description of Management Incentive Plan, incorporated
by reference to exhibit 10(F) to the 1994 10-K.
10.4 Dividend Reinvestment and Share Purchase Plan.
23.2 Consent of Arthur Andersen & Co.
24.1 Power of Attorney pursuant to which amendments to
this Registration Statement may be filed (included
in this Registration Statement at page II-4).
[Castle Metals Letterhead]
April 10, 1996
A.M. Castle & Co.
3400 North Wolf Road
Franklin Park, Illinois 60131
Ladies and Gentlemen:
I have acted as counsel to A.M. Castle & Co., a Delaware corporation (the
"Company") in connection with the proposed public offering of shares of the
Company's common stock, no par value (the "Common Stock") pursuant to the
Company's Dividend Reinvestment Plan (the "Plan"). The Company intends to
file a registration statement on Form S-3 (the "Registration Statement")
with the Securities and Exchange Commission pursuant to the Securities Act
of 1933, as amended (the "Securities Act"), with respect to up to one
million (1,000,000) shares of Common Stock which may be offered and sold
pursuant to the Plan (the "Plan Shares").
I have examined the Company's Certificate of Incorporation, By-Laws,
minutes of the Company's corporate proceedings, an executed copy of the
Registration Statement and all exhibits thereto, the Plan, and such other
documents, records and matters of law deemed necessary by me in order to
deliver the opinion contained herein. In the course of my examination, I
have assumed the genuineness of all signatures, the authority of all
signatories to sign on behalf of their principals, if any, the authenticity
of all documents submitted to me as original documents and the conformity
to original documents of all documents submitted to me as certified or
photostatic copies. As to certain factual matters, I have relied upon
information furnished to me by officers of the Company.
Based on the foregoing and solely in reliance thereon, it is my opinion
that the Plan Shares have been duly authorized and, assuming the
effectiveness of the Registration Statement under the Securities Act, when
issued and paid for as contemplated by the Registration Statement, will be
validly issued, fully paid and non-assessable.
I hereby consent to the filing of this letter as an exhibit to the
Registration Statement and to the reference to it in the prospectus
included therein under the caption "Legal Opinions."
Sincerely,
/s/ Jerry M. Aufox
Jerry M. Aufox
A.M. CASTLE & CO.
3400 North Wolf Road
Franklin Park, Illinois 60131
June 30, 1995
Dear Shareholder:
A.M. Castle & Co. (the "Company") has adopted a Dividend Reinvestment
and Share Purchase Plan (the "Plan") which offers its shareholders a
convenient way to increase their ownership of the Company automatically
without paying brokerage commissions or bank fees. Under the Plan, such
fees are absorbed by the Company. Moreover, the Plan allows shareholders
to make cash purchases of additional shares, also without payment of
brokerage commissions or bank fees, even without enrolling in the dividend
reinvestment portion of the Plan.
The Plan is administered by the Company's transfer agent, American
Stock Transfer and Trust Company. The Company has made arrangements for
the Plan solely as a convenience to its shareholders. Participation is
voluntary and you may join or withdraw at your discretion.
The enclosed document contains the details of the Plan. We suggest
that you read it and retain it for future reference.
Very truly yours,
Richard G. Mork
President and Chief
Executive Officer
A.M. Castle & Co.
DIVIDEND REINVESTMENT AND SHARE PURCHASE PLAN
As a shareholder of A.M. Castle & Co. (the "Company") you are
entitled to acquire additional shares of the Company's Common Stock, no par
value ("Shares"), through a Dividend Reinvestment and Share Purchase Plan
(the "Plan") offered and administered by the Company's transfer agent,
American Stock Transfer and Trust Company (the "Agent"). The Plan also
offers a simple procedure for the cash purchase of additional Shares.
A. Benefits
The Plan provides for the automatic reinvestment of dividends and
provides shareholders with a systematic investment program. Shares may be
purchased under the Plan at no cost to you for brokerage commission or bank
fees on purchases. The Plan offers simplified record keeping, safekeeping
of Shares and the opportunity to make additional cash purchases regardless
of whether you reinvest dividends.
B. Dividend Reinvestment
The Plan permits you to invest your dividends in additional Shares at
no cost to you for brokerage commissions or bank fees. Instead of sending
your regular dividend check to you, the Agent will use your dividend to
purchase more Shares and credit them to your account. In addition to any
full Shares your dividends may purchase, you will be credited with
fractional Shares computed to three decimal places for any balance
amounting to less than the price of a full Share. Future dividends will
then be paid on the basis of your cumulative holdings of both full and
fractional Shares, thereby compounding your investment.
C. Convenience
After you have enrolled in the Plan, you need take no further action.
The Agent handles all the details of each transaction. Your dividends are
paid by the Company directly to the Agent, which applies them toward the
purchase of more Shares at the current market price of the Shares. The
Agent then credits the Shares to your account and sends you a statement
itemizing the details of your investment and advising you of the exact
status of your holdings for your records. Participants should be aware
that it is important to retain all statements received as there could be a
fee incurred when requesting the Agent to supply past history.
D. The Cash Purchase Option
Whether you choose to reinvest dividends or not-you may, as a
shareowner of record, purchase additional Shares. You may make these
purchases whenever you choose and in varying amounts ranging from as little
as $100 a month or quarter, or from time to time, to a maximum investment
of $10,000 per quarter. (See section G for the dates on which cash must be
received.)
E. Voting Privileges
You will retain the right to direct the voting of any Shares held for
you by the Agent.
F. Tax Requirements
Your dividend is subject to income tax just as if you had received a
check, and payment by the Company of brokerage commissions on your behalf
constitutes additional taxable income to you. When your Shares (purchased
through the Plan) are sold, the cost basis for determining taxable gain or
loss may be increased by the brokerage commission applicable to each Share
sold. Questions relating to tax treatment of these items should be
referred to your tax advisor.
Under Section 3406(a)(1) of the Code, the Company is required to
withhold for United States income tax purposes 31% of all dividend payments
to a shareholder of the Company if (i) such shareholder has failed to
furnish to the Company his taxpayer identification number ("TIN"), which
for an individual is his social security number, (ii) the Internal Revenue
Service (the "Service") has notified the Company that the TIN furnished by
the shareholder is incorrect, (iii) the Service notified the Company that
back-up withholding should be commenced because the shareholder has failed
to properly report interest or dividends or (iv) the shareholder has failed
to certify, under penalties of perjury, that he is not subject to back-up
withholding. Shareholders have previously been requested or, prior to any
dividend reinvestment, will be requested by the Company or their broker to
submit all information and certifications required in order to exempt them
from back-up withholding if such exemption is available to them.
In the case of a shareholder who is subject to backup withholding tax
on dividends under the Plan, or a foreign shareholder whose dividends are
subject to United States income tax withholding, the amount of the tax to
be withheld will be deducted from the amount of the dividend and only the
reduced amount will be reinvested in Shares.
G. How to Participate
1. Reinvestment of dividends: If you wish to reinvest your
dividends automatically, just complete the enclosed shareholder
authorization card and return it to American Stock Transfer and Trust
Company, 40 Wall Street, 46th Floor, New York, New York 10269-0436.
Dividend reinvestment will begin with the first dividend payment following
receipt of your authorization, provided there is sufficient time for
processing prior to the dividend record date. Otherwise, your
participation will be deferred until the next dividend. After you have
joined the Plan, your future dividends will continue to be used to purchase
full or fractional Shares for as long as you choose to remain a
participant.
2. Cash purchase options: If, as a member of the Plan, you wish to
use the Cash Purchase Option, simply use the cash remittance slip included
for this purpose with each statement of your Plan account. Fill out this
slip and send it to the Agent along with your check.
If you are not in the dividend reinvestment portion of the Plan, and
wish to participate only in the Cash Purchase Option, simply complete the
enclosed shareholder authorization card and return it to the Agent. (Make
sure you check the "Cash Purchase Option ONLY" block.) Thereafter, you may
make cash purchases using the cash remittance slip included with the
statement of your plan account. As a participant in the Cash Purchase
Option only, you will continue to receive your dividends.
The Agent will send you a statement once each quarter showing the
amount of your remittance and the number of Shares purchased for you. The
Agent will hold those Shares until you decide to make a withdrawal from the
Plan.
Share purchases from cash investments will be made each quarter
concurrent with the dividend payment date (the "Payable Date"). The latest
date on which cash may be received in any calendar quarter will be the
dividend record date for that quarter as announced by the Company (each, a
"Cash Receipt Date").
In the event that the Cash Receipt Date or Payable Date falls on a
Saturday, Sunday or a business holiday, then the next business day will
become the effective "Cash Receipt Date." Each optional cash contribution
must be accompanied by a properly executed Cash Remittance Form which is
attached to each statement you receive. Cash contributions should be made
payable, drawn against United States banks and in United States dollars,
and mailed directly to American Stock Transfer and Trust Company, 40 Wall
Street, 46th Floor, New York, New York 10269-0436. Checks drawn against
Non-U.S. banks must have the United States currency imprinted on the check.
Deliveries to any other address do not constitute valid delivery.
Timeliness of your cash investment is important because the Agent does not
pay interest on cash deposits.
Funds not previously invested will be invested along with the next
reinvestment. Participants will have the unconditional right to obtain the
return of any additional cash investments up to two business days prior to
investment.
H. Safekeeping
At your request, the Agent will receive and hold Shares represented
by any certificates now held by or for you. As a Plan participant, you may
send such certificates to the Agent for credit to your account in the Plan.
These certificates will be added to the Shares in your account and will
appear in subsequent statements in combination with your previous Plan
Shares and dividends. If you are interested in having the Agent hold
Shares now in your possession, write for further information to:
American Stock Transfer and Trust Company
40 Wall Street
46th Floor
New York, New York 10269-0436
I. If Your Shares are Held in Street Name
If your Shares are not held in your name but instead are held by a
broker, bank or other nominee, you may participate in the dividend
reinvestment feature of the Plan through such record owner and should
instruct the broker, bank or other nominee to arrange with its depository
or registered nominee for reinvestment of dividends under the Plan. If
your Shares are not held in your name but instead are held by a broker or
nominee, and you wish to participate in the Cash Purchase Option feature of
the Plan, the ownership of your Shares must be transferred to you
personally. If you wish to participate in the Cash Purchase Option feature
of the Plan as explained herein, ask your broker or nominee to make such a
transfer on your behalf. Upon receipt of the Share certificates registered
in your name(s), write to American Stock Transfer and Trust Company at the
address given above and request an authorization card to join the Plan.
J. Withdrawal from the Plan
You may withdraw any whole number of Shares from the Plan at any time
simply by notifying the Agent in writing. The Agent, without charge to
you, will issue you a certificate for those Shares requested, and will
retain the remaining whole and fractional Shares in your account while
continuing your participation in the Plan. If you wish to make a complete
withdrawal and termination, (1) the Agent will issue a certificate for all
full Shares held by you, and will remit your fractional Share interest in
cash (fractional Share certificates are not issued); (2) you may instruct
the Agent to sell your Shares and deliver the proceeds to you; or (3) you
may leave any quantity of your Shares in your account and request the
balance in cash.
SELLING PARTICIPANTS SHOULD BE AWARE THAT SHARE PRICES MAY FALL
DURING THE PERIOD BETWEEN A REQUEST FOR SALE, ITS RECEIPT BY THE AGENT, AND
THE ULTIMATE SALE IN THE OPEN MARKET WITHIN TEN BUSINESS DAYS AFTER
RECEIPT. THIS RISK SHOULD BE EVALUATED BY THE PARTICIPANT AND IS A RISK TO
BE BORNE SOLELY BY THE PARTICIPANT.
No redemption check will be mailed prior to settlement of funds from
the brokerage firm. The settlement is five business days (one week) after
the sale of Shares.
To make a withdrawal from the Plan, send your written instructions
to:
American Stock Transfer and Trust Company
40 Wall Street
46th Floor
New York, New York 10269-0436
Deliveries to any other address do not constitute valid delivery.
K. Terms and Conditions of Authorization for Dividend Reinvestment
and Share Purchase Plan
1. As the participant's agent, American Stock Transfer and Trust
Company will receive cash dividends from the Company on Shares held by each
shareholder participating in the Plan unless the shareholder checked the
"Cash purchase only" block on the authorization card. Cash dividends on
those full and fractional Shares (computed to three decimal places)
acquired under the Plan, and all additional cash investments, will be
applied toward the purchase of Shares for the participant's account. Such
purchases may be made, at the Company's election (the "Purchase Election"),
either (A) from the Company out of its authorized but unissued or treasury
Shares (a "Company Purchase") or (B) on any securities exchange where the
Shares are traded, in the over-the-counter market or in negotiated
transactions (a "Market Purchase"). The Purchase Election may be made by
the Company by oral or written notice to the Agent. Shares purchased
through a Company Purchase will be made as of the Payable Date and the
purchase price will be the average of the high and low sales prices for the
Shares on such date as reported in the American Stock Exchange Composite
Transactions. If a Payable Date falls on a day on which the Shares are not
traded, the purchase price of Shares purchased through a Company Purchase
will be determined by averaging the averages of the reported high and low
sales prices for the Shares on the trading dates next preceding and next
following such date. The purchase of any Shares through a Market Purchase
may be on such terms as to price, delivery, and otherwise as the Agent may
determine. The Agent will reinvest dividends through Market Purchases
promptly after receipt of the Company Election and in no event later than
30 days after receipt of the Company Election except when necessary to
comply with applicable provisions of federal securities laws.
2. In order to avoid delays prior to investment, you are advised to
send your cash remittances as outlined in section G.2. This procedure may
be varied by the Company if necessary to comply with applicable provisions
of federal securities laws and rules and practice thereunder. Funds not
previously invested will be invested along with the next dividend
reinvestment. Participants have an unconditional right to obtain the
return of any additional cash investment up to two business days before
investment. Cash deposits may be made from time to time in amounts of not
less than $100 each up to a maximum of $10,000 per quarter. In the event
that any check is returned unpaid for any reason, the Agent will consider
the request for investment of such money null and void and shall
immediately remove from the participant's account Shares, if any, purchased
upon the prior credit of such money. The Agent shall thereupon be entitled
to sell these Shares to satisfy any uncollected amounts. If the net
proceeds of the sale of such Shares are insufficient to satisfy the balance
of such uncollected amounts, the Agent shall be entitled to sell such
additional Shares from the participant's account to satisfy the uncollected
balance.
3. In making purchases for the participant's account, the Agent may
commingle the participant's funds with those of other shareholders of the
Company participating in the Plan. The price at which the Agent shall be
deemed to have acquired Shares for the participant's account shall be the
average price of all Shares purchased by it as agent for all participants
in the Plan with the proceeds of a single cash dividend of the Company
together with any additional cash investments being concurrently invested
or with the proceeds of any voluntary cash investments being invested other
than concurrently. The Agent may hold the Shares of all participants on
deposit in its name or in the name of its nominee. The Agent shall have no
responsibility as to the value of the Shares of the Company acquired for
the participant's account. It is understood that for a number of reasons
including observance of the Rules and Regulations of the Securities and
Exchange Commission requiring temporary curtailment or suspension of
purchases, it is possible that the whole amount of funds available in the
participant's account for the Shares of the Company might not be applied to
the purchase of such Shares on or before the next ensuing dividend payment
date. The Agent shall not be liable when conditions prevent the purchase
of Shares or interfere with the timing of such purchases. No participant
shall have any authority or power to direct the time or price at which
Shares may be purchased.
4. As soon as practicable after the purchases of Shares have been
completed, the Agent will send each participant a statement of account
confirming the transaction and itemizing any previous reinvestment activity
for the calendar year. A statement reflecting the amount of cash received
by the Agent will be issued on receipt of each cash investment.
Certificates will not be issued to the participant under the Plan unless he
or she so requests in writing or unless his or her account is terminated.
Certificates for fractional Shares will not be issued in any case.
5. It is understood that shareholder authorization for dividend
reinvestment must be received by the Agent in sufficient time for
processing prior to the dividend record date for Shares of the Company.
Otherwise, such authorization shall not be effective until the next
dividend record date. It is also understood that shareholder authorization
for cash deposits must be received by the Agent not later than five
business days before the dates of investment specified in Paragraph 2
above.
6. It is understood that the reinvestment of dividends does not
relieve the participant of any income tax which may be payable on such
dividends. The Agent will report to each participant for tax purposes the
dividends credited to his account, as well as agent fees and brokerage
commissions paid by the Company.
7. The Agent will not vote Shares that it holds for a participant's
account except as directed by the participant.
8. The participant may deposit Shares of the Company with the Agent
for safekeeping. The Agent will credit the number of Shares deposited to
the participant's account and will treat them in all respects in the same
manner as Shares purchased for the participant's account. However, Shares
deposited for safekeeping must remain in the participant's account for a
period of 60 days before they can be sold. All certificates should be sent
to American Stock Transfer and Trust Company, 40 Wall Street, 46th Floor,
New York, New York 10269-0436 by either registered or certified mail,
return receipt requested since the participant bears the risk of loss in
transit.
9. A participant may terminate his account at any time by writing
to the Agent. A withdrawal/termination form is provided on the reverse
side of the account statement for this purpose. This notice should be
addressed to American Stock Transfer and Trust Company. Notice for
termination of account must be received by the Agent in sufficient time for
processing prior to the record date; otherwise, such notice shall not be
effective until after purchases from the dividends paid have been completed
and the Shares credited to all participants. All dividends with a record
date after timely receipt of notice for termination will be sent directly
to the participant. The Agent may terminate the account by notice in
writing mailed to the participant. Once termination has been effected, the
Agent will issue to the participant, without charge, certificates for the
full Shares held in his or her account or, if he or she so requests, sell
the full Shares (within 10 business days) held under the Plan, and deliver
the proceeds to him or her. The participant's interest in any fractional
Share held in his account at termination will be paid in cash at the then
current market value of Shares. No participant shall have the authority or
power to direct the date or sales price at which Shares may be sold.
Requests must indicate the number of Shares to be sold and not the dollar
amount to be attained. Any such request that does not clearly indicate the
number of Shares to be sold will be returned to the participant with no
action taken. If a participant disposes of all Shares represented by
certificates registered in his or her own name on the books of the Company
but does not give notice of termination under the Plan, the Agent may
continue to reinvest the dividends on his or her Shares held under the Plan
until otherwise directed.
10. It is understood that any share dividends or share splits
distributed by the Company on all Shares participating in the Plan, whether
they are held by the Agent or held by the participant, will be credited to
the participant's account. In the event the Company makes available rights
to purchase additional Shares or other securities, the participant will
receive a subscription warrant for all such rights directly from the Agent.
11. The Agent shall not be liable hereunder for any act done in good
faith, or for any good faith omission to act, including, without
limitation, any claims of liability (1) arising out of failure to terminate
any participant's account upon such participant's death prior to receipt of
notice in writing of such death and (2) with respect to the prices at which
Shares are purchased for the participant's account and the times such
purchases are made.
12. These terms and conditions may be amended or supplemented by the
Company at any time or times but, except when necessary or appropriate to
comply with law or the rules or policies of the Securities and Exchange
Commission or other regulatory authority, only by mailing appropriate
written notice at least 30 days prior to the effective date thereof to each
participant. The amendment or supplement shall be deemed to be accepted by
the participant unless, prior to the effective date thereof, the Agent
receives written notice of the termination of participant's account. Any
such amendment may include an appointment by the Company in the Agent's
place and stead of a successor bank or agent under these terms and
conditions, in which event the Company is authorized to pay such successor
bank or agent for the account of the participant, all dividends and
distributions payable on the Company's Shares held by the participant,
subject to the Plan, for application by such successor bank or agent as
provided in these terms and conditions. The Company reserves the right,
without notice to participants, to interpret and regulate the Plan as it
deems necessary or desirable in connection with its operation. Any such
interpretation and regulations shall be conclusive.
13. The Plan may be suspended or terminated by the Company at any
time in its sole discretion by providing notice to the Agent. In the event
of termination, participants will receive a certificate for the number of
whole Shares credited to their accounts under the Plan and cash payment for
the value of any fractional share at the then current market value of
shares.
14. The terms and conditions of this authorization shall be governed
by the laws of the State of Illinois.
Date: April 27, 1995
Exhibit 23.2
Consent of Independent Public Accountants
As independent public accounts, we hereby consent to the incorporation by
reference in this registration statement of our report dated February 5,
1996, included in the A.M. Castle and Co. Annual Report on Form 10-K for
the year ended December 31, 1995, and to all references to our firm
included in this registration statement.
/s/ Arthur Andersen LLP
ARTHUR ANDERSEN LLP
Chicago, Illinois
March 15, 1996
