CASTLE A M & CO
SC 13D/A, 2000-04-18
METALS SERVICE CENTERS & OFFICES
Previous: BECTON DICKINSON & CO, 8-A12B/A, 2000-04-18
Next: CATERPILLAR INC, 8-K, 2000-04-18



                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                                  SCHEDULE 13D

                    Under the Securities Exchange Act of 1934
                                (Amendment No.2)

                               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)

                                    3/28/2000
- --------------------------------------------------------------------------------
             (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                   2,275,139
  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

         2,275,139
- ---------------------------------------------------------------------------
12       CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
         EXCLUDES CERTAIN SHARES
/ /
- ---------------------------------------------------------------------------
13       PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

         16.20%
- ---------------------------------------------------------------------------
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                           2,275,139
   REPORTING               _____________________________________________________
    PERSON                  9       SOLE DISPOSITIVE POWER
     WITH
                           -----------------------------------------------------
                           10      SHARED DISPOSITIVE POWER

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

         2,275,139
- ---------------------------------------------------------------------------
12       CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
         EXCLUDES CERTAIN SHARES
/ /
- ---------------------------------------------------------------------------
13       PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

         16.20%
- ---------------------------------------------------------------------------
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                   65,455
  BENEFICIALLY             _____________________________________________________
   OWNED BY                 8      SHARED VOTING POWER
     EACH                          3,146,001
   REPORTING               _____________________________________________________
    PERSON                  9      SOLE DISPOSITIVE POWER
     WITH                          1,851,432
                           -----------------------------------------------------
                           10      SHARED DISPOSITIVE POWER
                                   936,486
- ---------------------------------------------------------------------------
11       AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

         3,211,456
- ---------------------------------------------------------------------------
12       CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
         EXCLUDES CERTAIN SHARES
/ /
- ---------------------------------------------------------------------------
13       PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

         22.86%
- ---------------------------------------------------------------------------
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.       2,275,139 shares of Common Stock, 16.20%
                  b.       The two general partners, Patrick J. Herbert, III and
                           Simpson Estates, Inc. share the power to vote the
                           reporting person's 2,275,139 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 1,851,432 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.       2,275,139 shares of Common Stock, 16.20%
                  b.       The reporting person, Simpson Estates, Inc., shares
                           the power to vote 2,275,139 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.       3,311,456 shares of Common Stock, 22.86%
                  b.       The reporting person, Patrick J. Herbert, III, shares
                           the power to vote 3,146,001 shares of Common Stock.
                           Of these shares, 2,275,135 are held by a nominee
                           partnership of which the reporting person is a
                           general partner. The reporting person has the sole
                           power to vote 65,455 shares of Common Stock. The
                           reporting person has sole dispositive power over
                           1,851,432 shares of Common Stock and shared
                           dispositive power over 936,486 shares. The reporting
                           person holds options to acquire 5,500 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 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.



    4/17/00                                  /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.






© 2022 IncJournal is not affiliated with or endorsed by the U.S. Securities and Exchange Commission