CASTLE A M & CO
SC 13D/A, 1999-01-25
METALS SERVICE CENTERS & OFFICES
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                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                  SCHEDULE 13D

                    Under the Securities Exchange Act of 1934
                                (Amendment No.1)

                               A. M. Castle & Co.
- --------------------------------------------------------------------------------
                                (Name of Issuer)

                         Common Stock, without par value
- --------------------------------------------------------------------------------
                         (Title of Class of Securities)

                                    148411101
- --------------------------------------------------------------------------------
                                 (CUSIP Number)

      Patrick J. Herbert, III 30 North LaSalle Suite 1232 Chicago IL 60602
- --------------------------------------------------------------------------------
            (Name, Address and Telephone Number of Person Authorized
                     to Receive Notices and Communications)

                                       NA
- --------------------------------------------------------------------------------
             (Date of Event which Requires Filing of this Statement)

The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the  Securities  Exchange  Act of
1934 ("Act") or otherwise  subject to the liabilities of that section of the Act
but  shall be  subject  to all other  provisions  of the act  (however,  see the
Notes).


<PAGE>



                                  SCHEDULE 13D

CUSIP No.  14811101                                            Page 2 of 8 Pages
          ------------
- ---------------------------------------------------------------------------
1        NAMES OF REPORTING PERSONS S.S. OR
         I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS

         W. B. & Co.

         (General Partners:  Patrick J. Herbert, III and Simpson Estates, Inc.
- ---------------------------------------------------------------------------
2        CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP              (a) / /
                                                                       (b) /X /

- ---------------------------------------------------------------------------
3        SEC USE ONLY

- ---------------------------------------------------------------------------
4        SOURCE OF FUNDS

         00
- ---------------------------------------------------------------------------
5        CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
         PURSUANT TO ITEMS 2(d) or 2(e)                                     / /

- ---------------------------------------------------------------------------
6        CITIZENSHIP OR PLACE OF ORGANIZATION

         Illinois, USA
- ---------------------------------------------------------------------------
                                     7      SOLE VOTING POWER

NUMBER OF SHARES                            2,090,424
  BENEFICIALLY                      ____________________________________________
   OWNED BY                          8      SHARED VOTING POWER
     EACH
   REPORTING                        ____________________________________________
    PERSON                           9      SOLE DISPOSITIVE POWER
     WITH
                                    --------------------------------------------
                                    10      SHARED DISPOSITIVE POWER

- ---------------------------------------------------------------------------
11       AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

         2,090,424
- ---------------------------------------------------------------------------
12       CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
         EXCLUDES CERTAIN SHARES                                             / /

- ---------------------------------------------------------------------------
13       PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

         14.89%
- ---------------------------------------------------------------------------
14       TYPE OF REPORTING PERSON

         PN
- ---------------------------------------------------------------------------



<PAGE>



SCHEDULE 13D

CUSIP No.  14811101                                            Page 3 of 8 Pages
          ------------
- ---------------------------------------------------------------------------
1        NAMES OF REPORTING PERSONS S.S. OR
         I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS

         Simpson Estates, Inc.
- ---------------------------------------------------------------------------
2        CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP              (a) / /
                                                                       (b) /X /

- ---------------------------------------------------------------------------
3        SEC USE ONLY

- ---------------------------------------------------------------------------
4        SOURCE OF FUNDS

         00
- ---------------------------------------------------------------------------
5        CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
         PURSUANT TO ITEMS 2(d) or 2(e)                                    / /

- ---------------------------------------------------------------------------
6        CITIZENSHIP OR PLACE OF ORGANIZATION

         Illinois, USA
- ---------------------------------------------------------------------------
                                     7      SOLE VOTING POWER
NUMBER OF SHARES
  BENEFICIALLY                      ____________________________________________
   OWNED BY                          8      SHARED VOTING POWER
     EACH                                   2,090,424
   REPORTING                        ____________________________________________
    PERSON                           9      SOLE DISPOSITIVE POWER
     WITH
                                    --------------------------------------------
                                    10      SHARED DISPOSITIVE POWER

- ---------------------------------------------------------------------------
11       AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

         2,090,424
- ---------------------------------------------------------------------------
12       CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
         EXCLUDES CERTAIN SHARES                                            / /

- ---------------------------------------------------------------------------
13       PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

         14.89%
- ---------------------------------------------------------------------------
14       TYPE OF REPORTING PERSON

         CO
- ---------------------------------------------------------------------------



<PAGE>



                                  SCHEDULE 13D

CUSIP No.  14811101                                            Page 4 of 8 Pages
          ------------
- ---------------------------------------------------------------------------
1        NAMES OF REPORTING PERSONS S.S. OR
         I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS

         Patrick J. Herbert, III
- ---------------------------------------------------------------------------
2        CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP              (a) / /
                                                                       (b) /X /

- ---------------------------------------------------------------------------
3        SEC USE ONLY

- ---------------------------------------------------------------------------
4        SOURCE OF FUNDS

         00
- ---------------------------------------------------------------------------
5        CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
         PURSUANT TO ITEMS 2(d) or 2(e)                                     / /

- ---------------------------------------------------------------------------
6        CITIZENSHIP OR PLACE OF ORGANIZATION

         Illinois, USA
- ---------------------------------------------------------------------------
                                     7      SOLE VOTING POWER

NUMBER OF SHARES                            63,955
  BENEFICIALLY                      ____________________________________________
   OWNED BY                          8      SHARED VOTING POWER
     EACH                                   2,961,286
   REPORTING                        ____________________________________________
    PERSON                           9      SOLE DISPOSITIVE POWER
     WITH                                   1,760,422
                                    --------------------------------------------
                                    10      SHARED DISPOSITIVE POWER
                                            893,466

- ---------------------------------------------------------------------------
11       AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

         3,025,241

- ---------------------------------------------------------------------------
12       CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
         EXCLUDES CERTAIN SHARES                                            / /

- ---------------------------------------------------------------------------
13       PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

         21.54%
- ---------------------------------------------------------------------------
14       TYPE OF REPORTING PERSON

         IN
- ---------------------------------------------------------------------------



<PAGE>



{W.B. & Co.}

Item 1.           Security and Issuer

                  Common  Stock,  no par  value.  The  names  and  titles of the
principal executive officer of the issuer of such common stock are as follows:

                  Richard G. Mork          President and Chief Executive Officer
                  Edward F. Culliton       Vice President - Finance
                  James A. Podojil         Vice President - Controller
                  Jerry M. Aufox           Secretary - Legal Counsel

                  All of the individuals named above have their principal office
at 3400 North Wolf Road, Franklin Park, Illinois 60131.

Item 2.           Identity and Background

                  a.       W.B. & Co.

                  b.       c/o Simpson Estates, 30 North LaSalle, Suite 1232
                           Chicago, Illinois 60602

                  c.       NA

                  d.       Such  reporting  person has not been  convicted  in a
                           criminal proceeding during the last five years.

                  e.       Such reporting person has not been a party to a civil
                           proceedings of a judicial or  administrative  body of
                           competent jurisdiction during the last five years.

                  f.       Illinois, USA

Item 3.           Sources and Amount of Funds or Other Consideration

                  W.B. & Co. is a nominee partnership.  Shares held by the
                  reporting person were acquired by the transferors by purchase,
                  inheritance, or gift.

Item 4.           Purpose of Transaction

                  The common stock of the issuer is being held by the  reporting
                  person for investment  purposes only and the reporting  person
                  does not have any  plans or  proposals  with  respect  to such
                  common stock as enumerated  in  paragraphs  (a) through (j) of
                  Item 4.

Item 5.           Interest in Securities of the Issuer.

                  a.       2,090,424 shares of Common Stock, 14.89%
                  b.       The two general partners, Patrick J. Herbert, III and
                           Simpson  Estates,  Inc.  share  the power to vote the
                           reporting  person's 2,090,424 shares of Common Stock.
                           Patrick  J.  Herbert,  III  as  either  the  trustee,
                           custodian,  or officer for the  beneficial  owners of
                           the shares held by the nominee, has the sole power to
                           dispose of  1,696,467  shares  held by the  reporting
                           person.

                  c.       None except as described herein.

                  d.       The  beneficial  owners  of the  shares  held  by the
                           reporting  person,  which is a  nominee  partnership,
                           have the right to receive  dividends and profits from
                           the sale of the Common Stock.

                  e.       NA


<PAGE>



{Simpson Estates, Inc.}

Item 1.           Security and Issuer

                  Common  Stock,  no par  value.  The  names  and  titles of the
principal executive officer of the issuer of such common stock are as follows:

                  Richard G. Mork          President and Chief Executive Officer
                  Edward F. Culliton       Vice President - Finance
                  James A. Podojil         Vice President - Controller
                  Jerry M. Aufox           Secretary - Legal Counsel

                  All of the individuals named above have their principal office
at 3400 North Wolf Road, Franklin Park, Illinois 60131.

Item 2.           Identity and Background

                  a.       Simpson Estates, Inc.

                  b.       30 North LaSalle, Suite 1232
                           Chicago, Illinois 60602

                  c.       NA

                  d.       Such  reporting  person has not been  convicted  in a
                           criminal proceeding during the last five years.

                  e.       Such reporting person has not been a party to a civil
                           proceedings of a judicial or  administrative  body of
                           competent jurisdiction during the last five years.

                  f.       Illinois, USA

Item 3.           Sources and Amount of Funds or Other Consideration

                  Simpson  Estates,  Inc.  is a  corporation  that  serves  as a
                  general  partner of W.B. & Co.  Shares  held by the  reporting
                  person  were   originally   acquired  by  the  transferors  by
                  purchase, inheritance, or gift.

Item 4.           Purpose of Transaction

                  The common stock of the issuer is being held by the  reporting
                  person for investment  purposes only and the reporting  person
                  does not have any  plans or  proposals  with  respect  to such
                  common stock as enumerated  in  paragraphs  (a) through (j) of
                  Item 4.

Item 5.           Interest in Securities of the Issuer.

                  a.       2,090,424 shares of Common Stock, 14.89%

                  b.       The reporting person,  Simpson Estates,  Inc., shares
                           the power to vote  2,090,424  shares of Common  Stock
                           that are held by a nominee  partnership  of which the
                           reporting person is a general partner.

                  c.       None except as described herein.

                  d.       The shares being reported by the reporting person are
                           held by the reporting  person as general partner in a
                           nominee  partnership.  The  beneficial  owners of the
                           shares  have  the  right  to  receive  dividends  and
                           profits from the sale of the Common Stock.

                  e.       NA


<PAGE>



{Patrick J. Herbert, III}

Item 1.           Security and Issuer

                  Common  Stock,  no par  value.  The  names  and  titles of the
principal executive officer of the issuer of such common stock are as follows:

                  Richard G. Mork          President and Chief Executive Officer
                  Edward F. Culliton       Vice President - Finance
                  James A. Podojil         Vice President - Controller
                  Jerry M. Aufox           Secretary - Legal Counsel

                  All of the individuals named above have their principal office
at 3400 North Wolf Road, Franklin Park, Illinois 60131.

Item 2.           Identity and Background

                  a.       Patrick J. Herbert, III

                  b.       c/o Simpson Estates, 30 North LaSalle, Suite 1232
                           Chicago, Illinois 60602

                  c.       President, Simpson Estates, Inc.

                  d.       Such  reporting  person has not been  convicted  in a
                           criminal proceeding during the last five years.

                  e.       Such reporting person has not been a party to a civil
                           proceedings of a judicial or  administrative  body of
                           competent jurisdiction during the last five years.

                  f.       Illinois, USA

Item 3.           Sources and Amount of Funds or Other Consideration

                  The shares being  reported  are,  except for those shares held
                  directly,  held by the reporting  person as trustee,  officer,
                  custodian,  or advisor  for clients of Simpson  estates,  Inc.
                  These   shares   were   originally   acquired   by   purchase,
                  inheritance, or gift.

Item 4.           Purpose of Transaction

                  The common stock of the issuer is being held by the  reporting
                  person for investment  purposes only and the reporting  person
                  does not have any  plans or  proposals  with  respect  to such
                  common stock as enumerated  in  paragraphs  (a) through (j) of
                  Item 4.

Item 5.           Interest in Securities of the Issuer.

                  a.       3,025,241 shares of Common Stock, 21.54%

                  b.       The reporting person, Patrick J. Herbert, III, shares
                           the power to vote  2,961,286  shares of Common Stock.
                           Of these  shares,  2,090,424  are  held by a  nominee
                           partnership  of  which  the  reporting  person  is  a
                           general  partner.  The reporting  person has the sole
                           power to vote  63,955  shares  of Common  Stock.  The
                           reporting  person  has sole  dispositive  power  over
                           1,760,422   shares   of  Common   Stock  and   shared
                           dispositive power over 893,466 shares.  The reporting
                           person holds options to acquire  4,000 shares.  These
                           shares  are  included  in the sole  power to vote and
                           sole power to dispose balances.

                  c.       None except as described herein.

                  d.       The shares being  reported by the  reporting  person,
                           except for those  shares held  directly,  are held by
                           the reporting person as trustee, officer,  custodian,
                           or advisor. The


<PAGE>



                           beneficial  owners  of the  shares  have the right to
                           receive  dividends  and profits  from the sale of the
                           Common Stock.

                  e.       NA


<PAGE>


Item 6.           Contracts, Agreements, Understandings or Relationships with
                  Respect to Securities of the Issuer.

                  Partnership Agreement.

Item 7.           Material to be filed as Exhibits

                  Partnership Agreement.

Signature

                  After  reasonable  inquiry and to the best of my knowledge and
believe,  the  undersigned  certify  that  the  information  set  forth  in this
statement is true, complete, and correct.


January 21, 1999                              /s/ Patrick J. Herbert, III
- ----------------                              ---------------------------
         Date                                Patrick J. Herbert, III

                                             Simpson Estates, Inc.

                                             By:  /s/ Patrick J. Herbert, III
                                                _____________________________
                                                Patrick J. Herbert, III

                                                       President

                                             Signed individually and as general
                                             partners of W. B. & Co.





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