CASTLE A M & CO, PRE 14A, 1996-02-22

CASTLE A M & CO
PRE 14A, 1996-02-22
METALS SERVICE CENTERS & OFFICES

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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:
/X/ Preliminary Proxy Statement
/ / Confidential, for Use of the Commission Only (as permitted by Rule
14a-6(e)(2))
/ / 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):

/X/ $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:
------------------------------------------------------------------------

/ / 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:
------------------------------------------------------------------------
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[LOGO]

[LOGO]
March 8, 1996

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 25, 1996 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 two important proposals.

The First Proposal is to adopt the 1996 Restricted Stock and Stock Option
Plan of the Company which authorizes the issuance of up to Seven Hundred and
Fifty Thousand (750,000) shares of common stock of the Company to key executives
and managers. The Board of Directors believes that the 1996 Restricted Stock and
Stock Option Plan is important in order to help assure the continued ability of
the Company to recruit and retain competent executives and managers and provide
them with added incentive in the discharge of their duties and responsibilities
in creating greater shareholder return.

The Second Proposal is to amend the Company's Certificate of Incorporation,
authorizing the issuance of an additional 15 million shares of the Company's
common stock. The Company has no present plans to issue any of the newly
authorized shares if the proposal is adopted.

The Board believes that both proposals, The 1996 Restricted Stock and Stock
Option Plan and the amendment to the Company's Certificate of Incorporation are
in your best interest and those of the Company and has approved both for your
consideration. The formal Notice and Proxy Statement which appear on the
following pages contain details and a description of both proposals. We urge you
to read the descriptions carefully and to vote for their 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 25.

Sincerely,

[LOGO]
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 8, 1996

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 25, 1996, 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 twelve Directors of the Company;

2. To consider and act upon a proposal to ratify the adoption of the 1996
Restricted Stock and Stock Option Plan of the Company, which authorizes
the issuance of up to Seven Hundred and Fifty Thousand (750,000) 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 adoption of an amendment to the Company's Certificate of
Incorporation increasing the number of shares of Common Stock, no par
value, which the Company is authorized to issue to 30,000,000 shares from
15,000,000 shares.

4. The ratification of the appointment of Arthur Andersen & Co. as
independent public accountants for the year 1996; and

5. The transaction of any other business which may properly come before the
meeting.

Stockholders of record at the close of business February 29, 1996, 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 25, 1996

-------------

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 February 29, 1996, the record date for determining the
Stockholders entitled to notice of and to vote at the meeting, there were
11,168,632 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,
1995, is enclosed with this Proxy Statement. The approximate date of mailing
this Proxy Statement and the enclosed Proxy is March 8, 1996.

CANDIDATES FOR ELECTION AS DIRECTORS

Twelve 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 70
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 54
Vice President and Chief Financial Officer of A. M. Castle & Co. Mr.
Culliton was elected Secretary in 1972, Treasurer in 1975, Vice
President in 1977 and CFO in 1995.
- --------------------------------------------------------------------------------------------
WILLIAM K. HALL Director since 1984 Age 52
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 58
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
- --------------------------------------------------------------------------------------------
PATRICK J. HERBERT, Age 46
III
President of Simpson Estates, Inc. (Private Management Firm).
- --------------------------------------------------------------------------------------------
JOHN P. KELLER Director since 1980 Age 56
President of Keller Group, Inc. (Industrial Manufacturing and Coal
Mining Company). Mr. Keller is also a Director of American Appraisal
Associates, Old Kent Financial Corporation and MacLean-Fogg Co.
Member of Human Resources Committee
- --------------------------------------------------------------------------------------------
JOHN W. MCCARTER, JR. Director since 1983 Age 58
Senior Vice President of Booz, Allen & Hamilton, Inc. (Management
Consulting Firm). Mr. McCarter is also a Director of W. W.
Grainger, Inc. and HT Insight Funds, Inc. and a Trustee of Harris
Insight Funds Trust (Registered Investment Corporations).
Member of Audit Committee
- --------------------------------------------------------------------------------------------
</TABLE>

2
<PAGE>
<TABLE>
<S> <C>
- --------------------------------------------------------------------------------------------
WILLIAM J. MCDERMOTT Director since 1975 Age 68
Retired President of Simpson Estates, Inc. (Private Management
Firm).
Member of Audit Committee
- --------------------------------------------------------------------------------------------
RICHARD G. MORK Director since 1988 Age 60
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 67
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 57
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 68
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 two special meetings. In addition, there were two meetings of the
Audit Committee and six meetings of the Human Resources Committee. All the
Directors 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 February 29, 1996:

<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......................................................... 33,374(2) 0.30%
William K. Hall............................................................ 843 0.01%
Robert S. Hamada........................................................... 1,264 0.01%
Patrick J. Herbert, III.................................................... 2,294,344(3) 20.54%
John P. Keller............................................................. 1,012 0.01%
John W. McCarter, Jr....................................................... 1,843 0.01%
William J. McDermott....................................................... 1,557,466(4) 13.95%
Richard G. Mork............................................................ 57,016 0.51%
John W. Puth............................................................... 500 --
Michael Simpson............................................................ 516,708(5) 4.63%
Richard A. Virzi........................................................... 73,235(6) 0.66%
</TABLE>

- ------------------------
(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 53,068 shares with respect to which Mr. Herbert has sole voting
power and 2,241,276 shares to which voting power is shared. Mr. Herbert has
sole dispositive power with respect to 1,167,100 shares and shared
dispositive power over 714,408 shares. Mr. Herbert disclaims any beneficial
interest with respect to 2,292,379 shares.

(4) 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.

(5) 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.

(6) Includes 27,098 shares owned by the estate of Winifred Virzi.

5
<PAGE>
PRINCIPAL STOCKHOLDERS

The only persons who held of record as of February 29, 1996, 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.............................................................. 2,294,344(2) 20.54%
Suite 1232
30 North LaSalle Street
Chicago, Illinois 60602-2504
First Chicago Corporation............................................................ 1,838,331(3) 16.46%
One First National Plaza
Chicago, Illinois 60670-0287
W. B. & Co., an Illinois partnership................................................. 1,544,583(4) 13.83%
Suite 1232
30 North LaSalle Street
Chicago, Illinois 60602-2504
Pioneering Management Corporation.................................................... 1,088,550 9.75%
60 State Street
Boston, Massachusetts 02109-1820
FMR Corp............................................................................. 705,200 6.36%
82 Devonshire Street
Boston, Massachusetts 02109
United States Trust Company of New York.............................................. 662,800(3) 5.93%
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
</TABLE>

- ------------------------
(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 53,068 shares and shared
voting power with respect to 2,241,276 shares; he has sole dispositive power
with respect to 1,167,100 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) and (4) under "Stock Ownership of Nominees".

6
<PAGE>
MANAGEMENT STOCK OWNERSHIP

<TABLE>
<CAPTION>
SHARES OF COMMON
STOCK
BENEFICIALLY PERCENT OF
NAME OF OFFICER OWNED CLASS
- ------------------------------------------------------------ ---------------- ------------
<S> <C> <C>
Michael Simpson............................................. 516,708(1) 4.63%
Richard G. Mork............................................. 57,016 0.51%
Edward F. Culliton.......................................... 33,374(1) 0.30%
Gise Van Baren.............................................. 33,050 0.30%
Richard G. Phifer........................................... 8,626 0.08%
All Directors and Officers as a Group....................... 3,008,581 26.94%
</TABLE>

- ------------------------
(1) See Footnotes under "Stock Ownership of Nominees".

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 $1,000 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.

Payment from the stock equivalent unit account is 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.

Only fees earned as a Director of A. M. Castle & Co. can be deferred under
the Plan. In 1995 $107,500 was paid to Directors and $64,500 was deferred under
the Plan.

In 1995, the Board of Directors adopted the 1995 Directors Stock Option
Plan, which authorized the issuance of up to 150,000 shares of common stock of
the Company to outside (non-employee) directors. This Plan was approved by the
shareholders at the annual meeting held in April of 1995. Under the Plan,
non-employee directors are granted an option to purchase 1,000 shares of the
Company's common stock on the first business day in June of each year at a price
equal to the closing price of

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<PAGE>
the Company's common stock as reported by the American Stock Exchange and/or
Chicago Stock Exchange for that date; or if no trade occurred on that date, the
next preceding date for which there is a reported sale.

The option expires five (5) years after the date on which it is granted. The
option also expires upon the outside director's termination of service from the
Board, unless it is due to death, disability or retirement, in which case there
is a period of either six (6) months or one (1) year in which to exercise.
Pursuant to the Plan, last year the eight (8) outside directors were granted an
option of 1,000 shares each at the option price of $15.125.

8
<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

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<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 1995, the Committee reviewed the degree of achievement on
cumulative shareholder return established in the Long Term Incentive Plan for
1993 - 1995, and determined that the Company's three year compound rate of
return exceeded the S&P 500 by 41.7 percentage points. As a result 100% of
eligible awards were made to Messrs. Simpson, Mork and Culliton.

Also for 1995, 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 and Hy-Alloy Division & Alloy Products
Group, respectively, exceeded their objectives and attained an incentive award.

CHANGE IN CONTROL AGREEMENTS

On January 25, 1996, the Board of Directors of A. M. Castle & Co. approved
Change in Control Agreements between the Company and the three senior
executives, Messrs. Michael Simpson, Richard G. Mork and Edward F. Culliton. The
Change in Control Agreements require two events to occur before any payments can
be made. Upon the occurrence of the two events (commonly referred to as a double
trigger), the Agreement provides for a lump sum, based on total compensation
paid to the exectives over the twelve (12) month period prior to the occurrence
of a "Change in Control Event", to be paid upon the executive's termination of
employment.

The Change in Control Event set forth in the agreements is either (i) a
change in ownership, direct or indirect, in excess of twenty five percent (25%)
of the outstanding shares of the Company by a group or person who did not have
such an amount on January 25, 1996; (ii) the occurrence of any transaction
relating to Castle required to be described pursuant to the requirements of Item
5(f) of Schedule 14(a) of Regulation 14(a) of the Securities and Exchange Act of
1934; or (iii) any change in composition of the Board of Directors over a two
(2) year period which results in the present directors not constituting the
majority at the period two (2) years thereafter, excluding any new individuals
who are elected under or by recommendation of the then present majority of the
Board.

Also within twenty four (24) months of the Change in Control Event (1) the
duties or the responsibilities of the executive are substantially changed or
reduced; or the executive is transferred or relocated; or that the compensation
rate of the executive is reduced; and (2) within thirty (30) months of the
Change in Control Event, the executive terminates his/her employment, or the
executive is discharged for whatever reason other than for cause, death or
disability.

THE HUMAN RESOURCES COMMITTEE

Daniel T. Carroll, Chairman
John P. Keller
John W. Puth
Richard A. Virzi

The tables which follow and the accompanying narrative and footnotes reflect
the decisions covered by the above discussion.

10
<PAGE>
EXECUTIVE COMPENSATION AND OTHER INFORMATION

The following table shows, for the fiscal years ending December 31, 1993,
1994 and 1995 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.

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 1995 $260,000 $168,887 $23,315 $65,812 $51,687 $19,010
Chairman of the Board 1994 250,000 172,667 21,998 63,159 49,641 18,283
1993 237,500 51,006 17,662 51,836 40,741

Richard G. Mork (1) 1995 310,000 183,741 14,988 87,356 68,644 20,600
President & CEO 1994 260,000 175,000 15,808 77,284 60,716 18,125
1993 225,000 48,322 12,386 47,334 37,193

Edward F. Culliton 1995 173,000 96,570 6,680 48,094 21,626 18,384
Vice President & CFO 1994 166,000 98,240 6,574 46,148 20,715 11,658
1993 157,650 29,021 5,382 37,191 17,841

Gise Van Baren 1995 138,000 76,954 5,794 5,172
President -- Hy-Alloy Steels Div. 1994 130,000 77,000 6,232 7,050 11,407
1993 123,650 52,795 3,630

Richard G. Phifer 1995 136,000 75,737 5,927 5,752
Vice President -- Eastern Region 1994 130,000 77,000 5,614 2,050 9,860
1993 123,650 34,807 5,404 10,416(3)
</TABLE>

- ------------------------
(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 1995, $25,400 was paid under the
Loan Provisions by Mr. Mork. The outstanding balance of the loan is
$29,966.43.

(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.

11
<PAGE>
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 $28.125 per share.

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..................................... 0 0 7,050/0 $ 91,944/0
Richard G. Phifer.................................. 7,961 65,063 2,050/0 $ 26,735/0
</TABLE>

- ------------------------
(1) Executives not named neither exercised options or held any unexercised as
of the end of the fiscal year.

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>
No Grants in 1995
</TABLE>

- ------------------------
(h) The Grant Date Present Value was determined by using the Black-Scholes
pricing model.

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....................................... 2,340 2 years -- -- --
Richard G. Mork....................................... 3,106 2 years -- -- --
Edward F. Culliton.................................... 1,710 2 years -- -- --
</TABLE>

- ------------------------
(d), (e) & (f) See description of Long Term Incentive Awards in Compensation
Committee's Report.

12
<PAGE>
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:

PENSION PLAN TABLE

<TABLE>
<CAPTION>
YEARS OF SERVICE
---------------------------------------------------------------------------
REMUNERATION 10 15 20 25 30 35 40
- ---------------------------------- --------- --------- --------- --------- --------- --------- ---------
<S> <C> <C> <C> <C> <C> <C> <C>
$145,000.......................... 24,167 36,250 48,333 60,417 72,500 84,583 96,667
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
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
300,000.......................... 50,000 75,000 100,000 125,000 150,000 175,000 200,000
325,000.......................... 54,167 81,250 108,334 135,417 162,500 189,583 216,667
400,000.......................... 66,667 100,000 133,333 166,667 200,000 233,333 266,667
450,000.......................... 75,000 112,500 150,000 187,500 225,000 262,500 300,000
</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 27, 39, 31, 17 and 5 years,
respectively.

13
<PAGE>
ITEM 2.

PROPOSED 1996 RESTRICTED
STOCK AND STOCK OPTION PLAN

The Board of Directors recommends that the stockholders approve and ratify
the A. M. Castle & Co. 1996 Restricted Stock and Stock Option Plan (the "1996
Plan") adopted by the Board of Directors on January 25, 1996. The 1996 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 is voted upon this 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 1996 Plan. Proxies will be voted
for, against or abstain from voting on such ratification in accordance with the
specification marked on each proxy, and if no specification is made, proxies
will be voted in favor of such ratification. A copy of the 1996 Plan is attached
as Exhibit "A" and this brief description hereof is qualified in its entirety by
reference to the exhibit.

The purpose of the 1996 Plan is to aid the Company in attracting and
retaining valuable officers and key managerial personnel and provide them with
added incentive in the discharge of their duties and responsibilities. The 1996
Plan will be made part of the Company's overall compensation and reward system,
which will enable the Company to continue to attract, motivate and retain those
officers and key managerial employees. Under the 1996 Plan, Seven Hundred Fifty
Thousand (750,000) shares (subject to adjustment for certain events of dilution)
of the Company's common stock which may be unissued shares or treasury shares
(depending upon the conditions in the market, the Company may from time to time
purchase common stock of the Company on the open market for the plan), will be
made available to be used as awards for officers and other key managerial
personnel of the Company and its subsidiaries (which includes any other
corporation which the Company owns fifty percent [50%] or more of the voting
stock). The 1996 Plan is intended to replace the 1990 Restricted Stock and Stock
Option Plan.

The 1996 Plan is to be administered by members of the Human Resources
Committee of the Board of Directors who are not eligible, and have not, at any
time during the twelve months prior to serving on the Committee, been eligible
to receive any award. No member of the Committee is eligible to receive an award
under the 1996 Plan. All awards under the 1996 Plan will be made by the
Committee who will determine to whom awards will be granted, the size of the
award and the terms of the award. In the case of awards made to officers of the
Company, the Committee will recommend such awards to the Board of Directors who
will pass upon and approve all such awards.

The Committee has the sole and final power to administer, construe and
interpret the 1996 Plan, to make rules and regulations, to implement the
provisions thereof, and to establish provisions governing the exercise of the
awards following death, retirement, disability or termination of an employee to
whom an award has been made.

Under the 1996 Plan, there are basically two (2) types of awards. The first
type of award is grants of stock options which may be either incentive stock
options, as defined in the Internal Revenue Code, or nonqualified stock options.
The second type of award is grants of restricted stock.

A stock option, whether qualified or not, will be the right to purchase
shares of the Company's common stock at a fixed purchase price during a fixed
period of time. Under the 1996 Plan, the purchase price of the shares of any
option must be at least one hundred percent (100%) of the fair market value on
the date the option is granted to the individual. The fair market value is
defined in the 1996 Plan as the closing price of the Company's common stock on
the last day on which it was traded immediately prior to the date of the award.
The period of time during which any recipient may exercise an option is ten (10)
years from the date of the award, however, the Committee can fix a shorter time
or impose such other terms and conditions on the award as it chooses. Any such
condition, however, must and will be consistent with the applicable rules and
regulations promulgated pursuant to the Internal Revenue Code of 1986, as
amended, and the rules and regulations promulgated by the Securities and
Exchange Commission as may be applicable to any such awards. The Committee can
also limit the size of the individual awards and establish a sequence in which
they may be exercised.

14
<PAGE>
A restricted stock award is the award of a right to recipient to receive
shares of common stock of the Company either immediately or at a future date. A
restricted stock award, however, is conditioned upon the observance of
fulfillment of stated conditions established by the Committee. Such restrictions
may include restrictions on transfer of the shares received, the timing of the
tax effect of the transaction, the conditions for distribution in cases of
death, disability, retirement or other terminations.

During the restricted period, the shares of restricted stock will be
registered in the name of the individual to whom the restricted stock award has
been granted and held by the Company. The individual will generally have all
rights of the stockholder, including the right to vote such shares; and the
right to receive dividends during the restricted period.

All stock options and restricted stock awards granted under the 1996 Plan
will be exercisable in accordance with the provisions established by the
Committee and/or the Board of Directors; such discretion of the Committee may
impose restrictions preventing the exercise of the award prior to a certain
period of time after the award, but in no event shall any award be exercisable
after ten (10) years from the date of the award. Any such shares which are
subject to be issued or delivered upon the exercise of an option or lapse of
restriction, but which are not issued or delivered due to terminations, failure
to fulfill restrictions or failure to exercise an option, shall once again be
available for issuance by the Committee in satisfaction of other awards.

All awards are not transferable other than by will or the laws of dissent
and distribution and during the recipient's lifetime may be exercised only by
him or her. The termination of restricted stock awards and options in the event
of death or termination of employment shall be in accordance with the
restrictions and conditions contained in the individual award.

Awards may be granted to individuals pursuant to the 1996 Plan for an
unlimited duration, providing shares are available to grant awards, commencing
from the ratification and adoption of the Plan at the Annual Meeting (April 25,
1996) and awards made under the Plan must be exercised prior to ten (10) years
from the date of award. The duration of the Plan is, of course, subject to
rules, regulations and promulgations of government agencies which may have
jurisdiction over the 1996 Plan.

Exercise of any option award under the 1996 Plan must be made in writing and
the full purchase price of the shares being exercised must be presented at the
time of exercise, either in cash or common stock of the Company, then having a
fair market value equivalent to the purchase price or any combination thereof.
Transfer of employment in the Company or any subsidiaries do not constitute
termination of employment for purposes of any award.

The Board of Directors may amend the 1996 Plan from time to time, except
that prior approval of the stockholders of the Company is required to increase
the maximum number of shares which may be delivered under the 1996 Plan,
withdraw the administration from the 1996 Plan from the Committee, reduce the
option price of any option below fair market value on the date of grant (other
than to reflect certain events of dilution or changes in capitalization), extend
the period during which an option may be exercised beyond the period provided in
the 1996 Plan. The Board of Directors may not, however, without consent of the
participant, make any change in any award of restricted stock or any outstanding
option granted under the 1996 Plan that would adversely affect the rights of
such participant.

No determination has been made regarding persons to whom awards will be
granted under the 1996 Plan, the time when such awards are granted or the amount
of shares which may be made available. Since the Committee action is required,
it is not possible to make any determination as to what amounts would have been
distributable under the Plan in 1996 during the last fiscal year, to directors
and officers and employees under the Plan if it has been in effect at that time.

TAX CONSEQUENCES

Under present federal income tax law and regulations, a grant of an award
will not result in any taxable income to the participant or deductions of the
Company at the time of granting the award. Upon the exercise of the qualified
option, the Company will not be permitted a tax deduction provided that the
shares so exercised are held for a minimum of twelve (12) months after exercise
and at least after two

15
<PAGE>
(2) years after the date of the grant. Should such qualified shares be sold
prior to the minimum holding period, the Company will be entitled to a deduction
in an amount equal to the excess of the fair market value of the shares on the
exercise date over the option price paid for those shares. The recipient, upon
failure to meet such minimum holding requirements, will be taxed on the same
amount which will be treated as ordinary income. In the case of a nonqualified
option, the tax consequences are the same for the Company and the recipient as
if a qualified option was granted in which the minimum holding period was not
met. Since upon exercise of the nonqualified option, insiders, officers and
others will be subject to the insider trading provisions of the Securities and
Exchange Act of 1934, Section 16, and the rules and regulations promulgated
thereunder. The deductions are, in the case of insiders, relating to
nonqualified options are all effective six (6) months after the date of the
exercise which coincides with the date an insider can dispose of an options
shares without penalty unless the recipient elects to recognize the tax affect
on the exercise date.

If the 1996 Plan is approved by less than a majority of outstanding shares
of the Company, the Internal Revenue Service may assert that any option that
would otherwise be an incentive stock option is taxable in accordance with the
rules applicable to nonqualified stock options.

With respect to restricted stock awards, the tax consequence will depend
upon the facts and circumstances of each restricted stock award and, in
particular, the nature of the restrictions imposed with respect to the stock
which is the subject of such award. In general, if the stock which is subject to
a restricted stock award is subject to "a substantial risk of forfeiture" (as
the term is defined in the rules and regulations promulgated pursuant to the
Internal Revenue Code), the taxable event may only occur when the risk of such
substantial forfeiture ceases and not before. At that time, the recipient will
realize ordinary income to the extent of the excess of the fair market value of
the stock on the date such risk of forfeiture ceases over the recipients costs
of such stock, and the Company will be thereby entitled to deductions in the
same amount, at the same time.

Under certain circumstances, the recipient, by making an election under
Section 83(b) of the Code, can accelerate the taxable event with respect to the
award, in which event ordinary income amounts in the Company's deduction will be
measured as the date in which the stock is deemed for Section 83(b) purposes, to
have been transferred to recipient. If there is no substantial risk of
forfeiture, then the recipient will realize ordinary income with respect to the
stock to the extent of the difference at the time of the grant of the restricted
stock award and the fair market value of the stock and the recipient's costs.
The Company will be entitled at that time to a deduction in the same amount.

Dividends and interest thereon received during the restricted period will be
ordinary income to recipients and will be deductible by the Company unless the
recipient elects to include enter Section 83(b) the restricted stock in income
as the date of the grant, in which case the dividends will not be deductible by
the Company. If a recipient elects to include restricted stock in income at the
date of the grant and subsequently forfeits the restricted stock, no deduction
or loss will be allowed and the Company will be required to include as ordinary
income any deduction which it originally claimed for the restricted stock.

INFORMATION ON ALL STOCK OPTION PLANS

In 1990, the Company's 1990 Restricted Stock and Stock Option Plan (the
"1990 Plan") was approved by the stockholders. In 1995, the Company's 1995
Directors Stock Option Plan was approved by the stockholders. In June 1995
options to purchase common shares of the Company were granted by the Company to
its outside directors. Additional information on directors options can be found
under the heading "Directors Compensation." No options to purchase common shares
of the Company under the 1990 Plan 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 certain options were exercised 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

16
<PAGE>
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.

ITEM 3. INCREASE IN AUTHORIZED SHARES AMENDMENT

The proposed amendment to Article Fourth of the Certificate of Incorporation
would increase the number of shares of common stock, no par value, which the
Company is authorized to issue to 30 million shares from 15 million shares.

As of February 29, 1995, under the present Certificate, stockholders have
authorized the Company to issue 15 million shares of common stock. At present,
there remain unissued 3,201,822 shares of common stock and 640,365 shares of
common stock are held in treasury. Under the 1989 Long Term Incentive Plan, the
1990 Restricted Stock and Stock Option Plan and 1995 Directors Stock Option Plan
previously approved by the stockholders, 581,015 of those unissued shares are
reserved for possible use under the plans.

The additional shares of common stock which this authorization seeks will be
part of the existing class of common stock and if and when issued, will have the
same rights and privileges as the shares of common stock presently outstanding.
The Board of Directors believes that it is desirable to have authorized shares
of common stock available for possible future financing, acquisition
transactions, stock dividends, stock splits, and other general corporate
purposes. Having such additional authorized shares available for issuance in the
future would give the Company greater flexibility and allow shares of common
stock to be issued without expense and delay of a special stockholders' meeting.
The additional shares of common stock would be available for issuance without
further action by the stockholders unless such action is required by applicable
law or rules of any stock exchange, if any, on which the Company's securities
may be listed in the future.

Although the Board has no present intention of doing so, authorized by
unissued shares of common stock and common stock held in treasury could (within
the limits imposed by applicable law or the applicable rules of any stock
exchanges) be issued in one or more transactions which would make more
difficult, therefore less likely, a change in control or takeover of the
Company. Any such issuance of additional stock could have the effect of diluting
earnings per share and book value per share of existing shares of common stock,
and such additional shares could be used to dilute the stock ownership of a
person seeking to obtain control of the Company.

As of the date of this Proxy Statement, the Board of Directors has no
agreements, commitments, or plans with respect to the sale or issuance of shares
of common stock of the Company except pursuant to the Company's 1989 Long Term
Incentive Plan, 1990 Restricted Stock and Stock Option Plan and 1995 Directors
Stock Option Plan.

17
<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> <C> <C> <C> <C>
1990 100 100 100
1991 102.60 130.50 103.0
1992 114.81 140.55 129.48
1993 174.28 154.60 171.69
1994 215.24 156.61 200.35
1995 444.68 215.50 252.00
</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.

18
<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, 1996, and the management will present to
the Annual Meeting a proposal that such appointment be ratified.

During 1995, 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 20, 1996.

JERRY M. AUFOX
SECRETARY

March 8, 1996

19
<PAGE>
A.M. CASTLE & CO.
1996 RESTRICTED STOCK AND STOCK OPTION PLAN

EXHIBIT A

I. GENERAL

1. PURPOSE. The A. M. Castle & Co. 1996 Restricted Stock and Stock Option
Plan (the "1996 Plan") has been established by A. M. Castle & Co. (the
"Company") to:

(a) attract and retain key executive, managerial, supervisory and
professional employees;

(b) motivate participating employees to put forth their maximum effort
for the continued growth of the Company and its Subsidiaries;

(d) provide incentive compensation opportunities which are competitive
with those of other corporations in the same industries as the Company and
its Subsidiaries;

and thereby promote the long-term financial interest of the Company and its
Subsidiaries, including the growth in value of the Company's equity and
enhancement of long-term shareholder return.

2. EFFECTIVE DATE. The 1996 Plan shall become effective upon the
ratification by the holders of the majority of those shares present in person or
by proxy at the Company's 1996 annual meeting of its shareholders; PROVIDED,
HOWEVER, that any awards that may be made under the Plan after adoption of the
1996 Plan by the Board but within the twelve (12) month period preceding the
Effective Date shall be contingent on approval of the Plan by the shareholders
of the Company. The 1996 Plan shall be unlimited in duration and, in the event
of plan termination, shall remain in effect as long as any awards under it are
outstanding.

3. DEFINITIONS. The following definitions are applicable to the 1996 Plan:

"BOARD" means the Board of Directors of the Company.

"CODE" means the Internal Revenue Code of 1986, as amended.

"COMMITTEE" means the Human Resources Committee, or such other committee
as may be designated from time to time by the Board comprising of at
least three (3) or more members of the Board or three (3) or more
"disinterested persons" within the meaning of Rule 16b-3 of the Securities
Exchange Act of 1934, as amended.

"FAIR MARKET VALUE" of any Stock means, as of any date, the closing
market composite price for such Stock as reported for the American Stock
Exchange-Composite Transactions on that date or, if Stock is not traded on
that date, on the next preceding date on which Stock was traded.

"PARTICIPANT" means any employee of the Company or any Subsidiary who is
selected by the Committee to participate in the 1996 Plan.

"RELATED COMPANY" means any corporation during any period in which it is
a Subsidiary, or during any period in which it directly or indirectly
owns fifty percent (50%) or more of the total combined voting power of all
classes of stock of the Company that are entitled to vote.

"RESTRICTED PERIOD" has the meaning ascribed to it in Part IV.

"RESTRICTED STOCK" has the meaning ascribed to it in Part IV.

"STOCK" means A. M. Castle & Co. common stock.

"STOCK OPTION" means the right of a Participant to purchase Stock
pursuant to an Incentive Stock Option or Non-Qualified Option awarded
pursuant to the provisions of Part II or Part III.

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"SUBSIDIARY" means any corporation during any period in which fifty
percent (50%) or more of the total combined voting power of all classes
of stock entitled to vote is owned, directly or indirectly, by the Company.

4. ADMINISTRATION. The authority to manage and control the operation and
administration of the 1996 Plan shall be vested in the Committee. Subject to the
provisions of the 1996 Plan, the Committee will have authority to select
employees to receive awards of Stock Options and Restricted Stock, to determine
the time or times of receipt, to determine the types of awards and the number of
shares covered by the awards, to establish the terms, conditions, performance
criteria, restrictions and other provisions of such awards (including but not
limited to the authority to provide that in the event of certain changes in the
beneficial ownership of the Company's Stock or certain changes in the
composition of the Board, Options and Restricted Stock shall automatically
become fully exercisable and/or vested), and to cancel or suspend awards. In
making such award determinations, the Committee may take into account the nature
of services rendered by the respective employee, his or her present and
potential contribution to the Company's success, and such other factors as the
Committee deems relevant. The Committee is authorized to interpret the 1996
Plan, to establish, amend and rescind any rules and regulations relating to the
1996 Plan, to determine the terms and provisions of any agreements made pursuant
to the 1996 Plan and to make all other determinations that may be necessary or
advisable for the administration of the 1996 Plan. Any interpretation of the
1996 Plan by the Committee and any decision made by it under the 1996 Plan is
final and binding on all persons.

5. PARTICIPATION. Subject to the terms and conditions of the 1996 Plan,
the Committee shall determine and designate, from time to time, the key
executive, managerial, supervisory and professional employees of the Company and
its Subsidiaries who will participate in the 1996 Plan. In the discretion of the
Committee, an eligible employee may be awarded Stock Options or Restricted
Stock, or both, and more than one (1) award may be granted to a Participant.
Except as otherwise agreed to by the Company and the Participant, any award
under the 1996 Plan shall not affect any previous award to the Participant under
the 1996 Plan or any other plan maintained by the Company or its Subsidiaries.

6. SHARES SUBJECT TO THE 1996 PLAN. The shares of Stock with respect to
which awards may be made under the 1996 Plan shall be either authorized and
unissued shares or issued and outstanding shares (including, in the discretion
of the Board, shares purchased in the market). Subject to the provisions of
paragraph I.10, the number of shares of Stock which may be issued with respect
to awards under the 1996 Plan shall not exceed 750,000 shares in the aggregate.
If, for any reason, any award under the 1996 Plan otherwise distributable in
shares of Stock, or any portion of the award, shall expire, terminate or be
forfeited or cancelled, or be settled in cash pursuant to the terms of the 1996
Plan and, therefore, any such shares are no longer distributable under the
award, such shares of Stock shall again be available for award to an eligible
employee (including the holder of such former award) under the 1996 Plan.

7. COMPLIANCE WITH APPLICABLE LAWS AND WITHHOLDING OF
TAXES. Notwithstanding any other provision of the 1996 Plan, the Company shall
have no liability to issue any shares of Stock under the 1996 Plan unless such
issuance would comply with all applicable laws and the applicable requirements
of any securities exchange or similar entity. Prior to the issuance of any
shares of Stock under the 1996 Plan, the Company may require a written statement
that the recipient is acquiring the shares for investment and not for the
purpose or with the intention of distributing the shares. In the case of a
Participant who is subject to Section 16(a) and 16(b) of the Securities Exchange
Act of 1934, the Committee may, at any time, add such conditions and limitations
to any election to satisfy tax withholding obligations through the withholding
or surrender of shares of Stock as the Committee, in its sole discretion, deems
necessary or desirable to comply with Section 16(a) or 16(b) and the rules and
regulations thereunder or to obtain any exemption therefrom. All awards and
payments under the 1996 Plan are subject to withholding of all applicable taxes,
which withholding obligations may be satisfied, with the consent of the
Committee, through the surrender of shares of Stock which the Participant
already owns, or to which a Participant is otherwise entitled under the 1996
Plan.

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<PAGE>
8. TRANSFERABILITY. Stock Options and, during the period of restriction,
Restricted Stock awarded under the 1996 Plan are not transferable except as
designated by the Participant by will or by the laws of descent and
distribution. Stock Options may be exercised during the lifetime of the
Participant only by the Participant.

9. EMPLOYMENT AND SHAREHOLDER STATUS. The 1996 Plan does not constitute a
contract of employment and selection as a Participant will not give any employee
the right to be retained in the employ of the Company or any Subsidiary. No
award under the 1996 Plan shall confer upon the holder thereof any right as a
shareholder of the Company prior to the date on which he fulfills all service
requirements and other conditions for receipt of shares of Stock. If the
redistribution of shares is restricted pursuant to paragraph 1.7, certificates
representing such shares may bear a legend referring to such restrictions.

10. ADJUSTMENTS TO NUMBER OF SHARES SUBJECT TO THE 1996 PLAN. In the event
of any change in the outstanding shares or Stock of the Company by reason of any
stock dividend, split, spinoff, recapitalization, merger, consolidation,
combination, exchange of shares or other similar change, the aggregate number of
shares of Stock with respect to which awards may be made under the 1996 Plan,
and the terms and the number of shares of any outstanding Stock Options or
Restricted Stock shall be equitably adjusted by the Committee and all such
adjustments shall be conclusive upon all persons.

11. AGREEMENT WITH COMPANY. At the time of any awards under the 1996 Plan,
the Committee will 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 1996 Plan and to such additional terms and conditions, not
inconsistent with the 1996 Plan, as the Committee may, in its sole discretion,
prescribe.

12. AMENDMENT AND TERMINATION OF 1996 PLAN. Subject to the following
provisions of this paragraph 12, the Board may at any time and in any way amend,
suspend or terminate the 1996 Plan. No amendment of the 1996 Plan and, except as
provided in paragraph I.10, no action by the Committee shall, without further
approval of the shareholders of the Company, increase the total number of shares
of Stock with respect to which awards may be made under the 1996 Plan. No
amendment, suspension or termination of the 1996 Plan shall alter or impair any
Stock Option or Restricted Stock previously awarded under the 1996 Plan without
the consent of the holder thereof.

II. INCENTIVE STOCK OPTIONS

1. DEFINITIONS. The award of an Incentive Stock Option under the 1996
Plan entitles the Participant to purchase shares of Stock at a price fixed at
the time the option is awarded, subject to the following terms of this Part II.

2. ELIGIBILITY. The Committee shall designate the Participants to whom
Incentive Stock Options, as described in Section 422(b) of the Code or any
successor section thereto, are to be awarded under the 1996 Plan and shall
determine the number of option shares to be offered to each of them. In no event
shall the aggregate Fair Market Value (determined at the time the option is
awarded and taking options into account in the order granted) of Stock with
respect to which Incentive Stock Options are exercisable for the first time by
an individual during any calendar year (under all plans of the Company and all
Related Companies) exceed One Hundred Thousand Dollars ($100,000).

3. PRICE. The purchase price of a share of Stock under each Incentive
Stock Option shall be determined by the Committee PROVIDED, HOWEVER, that in no
event shall such price be less than the greater of (a) one hundred percent
(100%) of the Fair Market Value of a share of Stock as of the date the option is
granted (one hundred ten percent (110%) of Fair Market Value with respect to
Participants who at the time of the award are deemed to own at least ten percent
(10%) of the voting power of the Company); or (b) the par value of a share of
Stock on such date. To the extent provided by the Committee, the full purchase
price of each share of Stock purchased upon the exercise of any Incentive Stock
Option shall be paid in cash or in shares of Stock (valued at Fair Market Value
as of the date of exercise), or in any combination thereof, at the time of such
exercise and, as soon as practicable thereafter, a certificate representing the
shares so purchased shall be delivered to the person entitled thereto.
Notwithstanding the foregoing provisions of this paragraph 3, the Committee may,
in its sole

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<PAGE>
discretion, by the terms of the Agreement granting Incentive Stock Options to a
Participant, or thereafter, determine that the Company (or a Subsidiary) shall
offer a Participant a loan for all or a portion of the option price. The terms
of such loan, including the interest rate, security to be provided to the
lender, and the terms of repayment, shall be established by the Committee. The
Committee may also permit Incentive Stock Options to be exercised by a
Participant through one (1) or more loans from a stock brokerage firm upon
assurance from the brokerage firm that any such loans shall be made in
accordance with applicable margin requirements.

4. EXERCISE. The Committee may impose such rules relating to the time and
manner in which Incentive Stock Options may be exercised as the Committee deems
appropriate; PROVIDED, HOWEVER, that no Incentive Stock Option may be exercised
by a Participant (a) prior to the date on which he completes on continuous year
of employment with the Company or any Related Company after the date of the
award thereof; or (b) after the Expiration Date applicable to that option.

5. OPTION EXPIRATION DATE. The "Expiration Date" with respect to an
Incentive Stock Option on any portion thereof awarded to a Participant under the
1996 Plan means the earliest of:

(a) the date that is ten (10) years after the date on which the
Incentive Stock Option is awarded (five (5) years with respect to
Participants who at the time of the award are deemed to own at least ten
percent (10%) of the voting power of the Company);

(b) the date, if any, on which the Participant's continuous employment
with the Company and all Related Companies terminates, if such continuous
employment terminates prior to the first anniversary of the date of the
award of the option; or

(c) the date established by the Committee, or the date determined under
a method established by the Committee, at the time of the award.

All rights to purchase shares of Stock pursuant to an Incentive Stock Option
shall cease as of such option's Expiration Date.

III. NON-QUALIFIED STOCK OPTIONS

1. DEFINITION. The award of a Non-Qualified Stock Option under the 1996
Plan entitles the Participant to purchase shares of Stock at a price fixed at
the time the option is awarded, subject to the following terms of this Part III.

2. ELIGIBILITY. The Committee shall designate the Participants to whom
Non-Qualified Stock Options are to be awarded under the 1996 Plan and shall
determine the number of option shares to be offered to each of them.

3. PRICE. The purchase price of a share of Stock under each Non-Qualified
Stock Option shall be determined by the Committee; PROVIDED, HOWEVER, that in no
event shall such price be less than the greater of (a) one hundred percent
(100%) of the Fair Market Value of a share of Stock as of the date the option is
granted; or (b) the par value of a share of such Stock on such date. To the
extent provided by the Committee, the full purchase price of each share of Stock
purchased upon the exercise of any Non-Qualified Stock Option shall be paid in
cash or in shares of Stock (valued at Fair Market Value as of the day of
exercise), or in any combination thereof, at the time of such exercise and, as
soon as practicable thereafter, a certificate representing the shares so
purchased shall be delivered to the person entitled thereto. Notwithstanding the
foregoing provisions of this paragraph 3, the Committee may, in its sole
discretion, by the terms of the Agreement granting Non-Qualified Stock Options
to a Participant, or thereafter, determine that the Company (or a Subsidiary)
shall offer a Participant a loan for all or a portion of the option price. The
terms of such loan, including the interest rate, security to be provided to the
lender, and the terms of repayment, shall be established by the Committee. The
Committee may also permit Non-Qualified Stock Options to be exercised by a
Participant through one (1) or more loans from a stock brokerage firm upon
assurance from the brokerage firm that any such loans shall be made in
accordance with applicable margin requirements.

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<PAGE>
4. EXERCISE. The Committee may impose such rules relating to the time and
manner in which Non-Qualified Stock Options may be exercised as the Committee
deems appropriate; PROVIDED, HOWEVER, that no Non-Qualified Stock Option may be
exercised by a Participant (a) prior to the date on which the Participant
completes one (1) continuous year of employment with the Company or any Related
Company after the date of the award thereof; or (b) after the Expiration Date
applicable to that option.

5. OPTION EXPIRATION DATE. The "Expiration Date" with respect to a
Non-Qualified Stock Option or any portion thereof awarded to a Participant under
the 1996 Plan means the earliest of:

(a) the date that is ten (10) years after the date on which the
Non-Qualified Stock Option is awarded;

(c) the date established by the Committee, or the date determined under
a method established by the Committee, at the time of the award.

All rights to purchase shares of Stock pursuant to a Non-Qualified Stock Option
shall cease as of such option's Expiration Date.

IV. RESTRICTED STOCK

1. DEFINITION. Restricted Stock awards are grants of Stock to
Participants, the vesting of which is subject to a required period of employment
and any other conditions established by the Committee.

2. ELIGIBILITY. The Committee shall designate the Participants to whom
Restricted Stock is to be awarded and the number of shares of Stock that are
subject to the award.

3. TERMS AND CONDITIONS OF AWARDS. All shares of Restricted Stock awarded
to Participants under the 1996 Plan shall be subject to the following terms and
conditions and to such other terms and conditions, not inconsistent with the
1996 Plan, as shall be prescribed by the Committee in its sole discretion and as
shall be contained in the Agreement referred to in paragraph I.11.

(a) Restricted Stock awarded to Participants may not be sold, assigned,
transferred, pledged or otherwise encumbered, except as hereinafter
provided, for a period determined by the Committee after the time of the
award of such stock (the "Restricted Stock"). Except for such restrictions,
the Participant as owner of such shares shall have all the rights of a
shareholder, including but not limited to the right to vote such shares and,
except as otherwise provided by the Committee, the right to receive all
dividends paid on such shares.

(b) The Committee may, in its discretion, at any time after the date of
the award of Restricted Stock, adjust the length of the Restricted Period to
account for individual circumstances of a Participant or group of
Participants, but in no case shall the length of the Restricted Period be
less than one (1) year.

(c) Except as otherwise determined by the Committee in its sole
discretion, a Participant whose employment with the Company and all Related
Companies terminates prior to the end of the Restricted Period for any
reason shall forfeit all shares of Restricted Stock remaining subject to any
outstanding Restricted Stock award.

(d) Each certificate issued in respect of shares of Restricted Stock
awarded under the 1996 Plan shall be registered in the name of the
Participant and, at the discretion of the Committee, each such certificate
may be deposited in a bank designated by the Committee. Each such
certificate shall bear the following (or a similar) legend;

"The transferability of this certificate and the shares of stock
represented hereby are subject to the terms and conditions
(including forfeiture) contained in the A. M. Castle &

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Co. 1996 Restricted Stock and Stock Option Plan and an agreement
entered into between the registered owner and A. M. Castle & Co. A
copy of such plan and agreement is on file in the office of the
Secretary of A. M. Castle & Co., 3400 North Wolf Road, Franklin Park,
Illinois 60131."

(e) At the end of the Restricted Period for Restricted Stock, such
Restricted Stock will be transferred free of all restrictions to a
Participant (or his or her legal representative, beneficiary or heir).

A-6
<PAGE>
EXHIBIT B

INCREASE IN CAPITAL STOCK

First sentence of Article Fourth shall be amended to read as follows:

The total number of shares of stock which the Corporation shall have
authority to issue is Thirty Million (30,000,000) shares of common stock without
par value.

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<PAGE>
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
A.M. CASTLE & CO.

P ANNUAL MEETING OF STOCKHOLDERS ON APRIL 25, 1996

The undersigned hereby constitutes and appoints Michael Simpson and
R John P. Keller and each of them, his true 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 &
O Co. to be held at the office of the Company, 3400 North Wolf Road,
Franklin Park, Illinois on Thursday April 25, 1996, and at any
adjournments thereof, on all matters coming before said meeting.
X

Election of Directors, Nominees:
Y
Daniel T. Carroll, Edward F. Culliton, William K. Hall, Robert S.
Hamada, Patrick J. Herbert, III, 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, FOR PROPOSAL 3 AND FOR PROPOSAL 4.

- -------------------------------------- /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>

FOR AGAINST ABSTAIN

2. Adoption of the 1996 Restricted
Stock and Stock Option Plan. / / / / / /
FOR AGAINST ABSTAIN

3. Approval of increasing Authorized
Shares of Common Stock to
30,000,000 Shares. / / / / / /

FOR AGAINST ABSTAIN

4. Approval of Arthur Andersen & Co.
As Independent Accountants / / / / / /

Change of
Address / /

</TABLE>