TED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

 

SCHEDULE 13D

Under the Securities Exchange Act of 1934
(Amendment No. 10)*

 

 

A. M. Castle & Co.

(Name of Issuer)

 

Common Stock, no par value

 

(Title of Class of Securities)

 

148411101

 

(Cusip Number)

Patrick J. Herbert, III
30 N. LaSalle Street
Suite 1232
Chicago, IL 60602

(312) 726-3110

 

(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)

 

 

August 13, 2014

 

(Date of Event Which Requires Filing of this Statement)

 

 

 

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box / /.

 

*The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

 

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).

 

 
 

SCHEDULE 13D

 

CUSIP No. 148411 10 1        
           
1. Names of Reporting Persons:        
  W. B. & Co.        
  (General Partners: Patrick J. Herbert, III and Reuben S. Donnelley)    
           
2. Check the Appropriate Box if a Member of a Group (See Instructions):  
    (a) / /      
    (b) /x/      
           
3. SEC Use Only:    
           
4. Source of Funds (See Instruction):    
  OO        
           
5. Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e):     / /
           
6. Citizenship or Place of Organization:    
  Illinois        
           
    7. Sole Voting Power:  
      -0-  
Number of Shares        
Beneficially   8. Shared Voting Power:    
Owned by     4,228,281    
Each          
Reporting   9. Sole Dispositive Power:    
Person     -0-    
With          
           
    10. Shared Dispositive Power:  
      -0-  
           
11. Aggregate Amount Beneficially Owned by Each Reporting Person:  
  4,228,281  (See Item 3)  
           
12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions):      / /
           
13. Percent of Class Represented by Amount in Row (11):  
  18.0% based on 23,492,820 shares of Common Stock outstanding as of August 1, 2014.  
           
14. Type of Reporting Person (See Instructions):  
  PN        

 
 

 

CUSIP No. 148411 10 1  
         
1. Names of Reporting Persons:      
  Patrick J. Herbert, III      
         
2. Check the Appropriate Box if a Member of a Group (See Instructions):  
    (a) / /    
    (b) /x/    
         
3. SEC Use Only:    
         
4. Source of Funds (See Instruction):    
  OO      
         
5. Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e):     / /
         
6. Citizenship or Place of Organization:
  Illinois      
         
    7. Sole Voting Power:
      85,129
Number of Shares      
Beneficially   8. Shared Voting Power:  
Owned by     4,228,281  
Each        
Reporting   9. Sole Dispositive Power:  
Person     85,129  
With        
         
    10. Shared Dispositive Power:
      0
         
11. Aggregate Amount Beneficially Owned by Each Reporting Person:
  4,313,410 (See Item 3)
         
12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions):     / /
         
13. Percent of Class Represented by Amount in Row (11):
  18.4% based on 23,492,820 shares of Common Stock outstanding as of August 1, 2014.
         
14. Type of Reporting Person (See Instructions)
  IN      
             
 
 

 

 

CUSIP No. 148411 10 1  
         
1. Names of Reporting Persons:      
  Reuben S. Donnelley      
         
2. Check the Appropriate Box if a Member of a Group (See Instructions):
    (a) / /    
    (b) /x/    
         
3. SEC Use Only:    
         
4. Source of Funds (See Instruction):
  OO      
         
5. Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e):     / /
         
6. Citizenship or Place of Organization:
  Illinois      
         
    7. Sole Voting Power:
      14,804
Number of Shares      
Beneficially   8. Shared Voting Power:  
Owned by     4,228,281  
Each        
Reporting   9. Sole Dispositive Power:  
Person     14,804  
With        
         
    10. Shared Dispositive Power:
      -0-
         
11. Aggregate Amount Beneficially Owned by Each Reporting Person:
  4,243,085  (See Item 3)  
         
12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions):     / /
         
13. Percent of Class Represented by Amount in Row (11):
  18.1% based on 23,492,820 shares of Common Stock outstanding as of August 1, 2014.
         
14. Type of Reporting Person (See Instructions)
  IN      
             
 
 
CUSIP No. 148411 10 1    
         
1. Names of Reporting Persons:      
  FOM Corporation      
         
2. Check the Appropriate Box if a Member of a Group (See Instructions):
    (a) / /    
    (b) /x/    
         
3. SEC Use Only:    
         
4. Source of Funds (See Instruction):
  OO      
         
5. Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e):     / /
         
6. Citizenship or Place of Organization:
  Nevada      
         
    7. Sole Voting Power:
      307,412
Number of Shares      
Beneficially   8. Shared Voting Power:  
Owned by     564,728  
Each        
Reporting   9. Sole Dispositive Power:  
Person     3,656,016  
With        
         
    10. Shared Dispositive Power:
      564,728
         
11. Aggregate Amount Beneficially Owned by Each Reporting Person:
  4,220,744 (See Item 3)  
         
12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions):     / /
         
13. Percent of Class Represented by Amount in Row (11):
  18.0% based on 23,492,820 shares of Common Stock outstanding as of August 1, 2014.
         
14. Type of Reporting Person (See Instructions)
  CO      
             
 
 

Explanatory Note

This Amendment No. 10 (this “Amendment No. 10”) relates to the Common Stock of A. M. Castle & Co., a Maryland corporation (the “Company”), which has its principal executive offices at 1420 Kensington Road, Suite 220, Oak Brook, Illinois.  This Amendment No. 10 is being filed to amend the facing pages, Item 3 and Item 5 to reflect the current beneficial ownership and the percentage of the class of Common Stock beneficially owned by the reporting persons following the change of trustee with respect to certain trusts for which W. B. & Co. and other shareholders of record hold shares of Common Stock of the Company. The trustee has been changed from U.S. Trust to FOM Corporation. Except as otherwise set forth herein, this Amendment No. 10 does not modify any of the information previously reported by the Reporting Persons in the Schedule 13D as amended to date.

 

Item 3 Source and Amount of Funds or Other Consideration
 

 

W. B. & Co. is a nominee partnership. Shares held by the Reporting Persons were acquired by purchase, inheritance, gift or as compensation for serving as a director of the Company. Patrick J. Herbert, III and Reuben S. Donnelley are general partners of W. B. & Co. FOM Corporation is a trustee and custodian, as applicable, with respect to certain trusts and custodial accounts for which W. B. & Co. and other institutions hold shares of Common Stock of the Company. The directors and officers of FOM Corporation are set forth on Schedule A attached hereto.

   
Item 5. Interest In Securities of the Issuer.
   
  The information concerning percentages of ownership set forth on the facing pages for each Reporting Person is based on 23,492,820 shares of Common Stock reported outstanding as of August 1, 2014, as set forth in the Company’s Quarterly Report on Form 10-Q for the quarter period ended June 30, 2014.
 

 

(a) W.B. & Co.: 4,228,281 shares of Common Stock (18.0% based on 23,492,820 shares outstanding as of August 1, 2014).

 

Patrick J. Herbert, III: 4,313,410 shares of Common Stock (18.4% based on 23,492,820 shares deemed outstanding as of August 1, 2014).

 

Reuben S. Donnelley: 4,243,085 shares of Common Stock (18.1% based on 23,492,820 shares outstanding as of August 1, 2014).

 

FOM Corporation: 4,220,744 shares of Common Stock (18.0% based on 23,492,820 shares outstanding as of August 1, 2014).

 

(b) See facing pages for each Reporting Person.

 

(c) None.

 

(d) None.

 

(e) Not applicable.

 

   
   
 
 

SIGNATURE

 

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

August 15, 2014           W.B. & Co.
              By: /s/ Patrick J. Herbert III
             

Patrick J. Herbert, III

General Partner

August 15, 2014           /s/ Patrick J. Herbert III
              Patrick J. Herbert, III
August 15, 2014           /s/ Reuben S. Donnelley
              Reuben S. Donnelley
August 15, 2014           FOM Corporation
              By: /s/ Jonathan B. Mellin
             

Jonathan B. Mellin

President

               

 

 
 

Schedule A

Directors and Officers of Certain Reporting Persons

The following sets forth the name, position and principal occupation of each director and executive officer of FOM Corporation. Each such person is a citizen of the United States of America. The business address of each director and executive officer is 30 North LaSalle, Suite 1232, Chicago, Illinois 60602.

Name Position and Principal Occupation Beneficial Ownership
Jonathan B. Mellin Position with FOM Corporation:
   President, Chief Executive Officer
   and Director

Principal Occupation:
   President of Simpson Estates, Inc.
916,842 shares of common stock (of which Mr. Mellin has sole dispositive power with respect to 55,468 shares;  shared dispositive power with respect to 861,374 shares; sole voting power with respect to 0 shares; and shared voting power with respect to 861,374 shares).

Mr. Mellin’s beneficial ownership represents 3.9% based on 23,492,820 shares outstanding as of August 1, 2014.
Reuben S. Donnelley Position with FOM Corporation:
   Director

Principal Occupation:
   General Partner of W. B. & Co.
See facing pages.
Sheila C. Issenberg Position with FOM Corporation:
   Director

Principal Occupation:
   Director of Simpson Estates, Inc.
101 shares of common stock (of which Ms. Issenberg has sole dispositive power with respect to 101 shares; and shared dispositive power, sole voting power and/or shared voting power with respect to 0 shares).

Ms. Issenberg’s beneficial ownership represents less than 1% based on 23,492,820 shares outstanding as of August 1, 2014.
Howard B. Simpson Position with FOM Corporation:
   Director

Principal Occupation:
   Director of Simpson Estates
269,315 Shares of Common Stock (of which Mr. Simpson has sole dispositive power with respect to 269,315 shares; and shared dispositive power, sole voting power and/or shared voting power with respect to 0 shares).

Mr. Simpson’s beneficial ownership represents 1.1% based on 23,492,820 shares outstanding as of August 1, 2014.