Filing Details
- Accession Number:
- 0001013594-16-000947
- Form Type:
- 13D Filing
- Publication Date:
- 2016-03-24 13:44:34
- Filed By:
- Stone House Capital Management, Llc
- Company:
- A. M. Castle & Co. (NYSE:CTAM)
- Filing Date:
- 2016-03-24
- SEC Url:
- 13D Filing
Ownership Summary
Please notice the below summary table is generated without human intervention and may contain errors. Please refer to the complete filing displayed below for exact figures.
| Name | Sole Voting Power | Shared Voting Power | Sole Dispositive Power | Shared Dispositive Power | Aggregate Amount Owned Power | Percent of Class |
|---|---|---|---|---|---|---|
| Stone House Capital Management | 0 | 4,000,000 | 0 | 4,000,000 | 4,000,000 | 16.8% |
| SH Capital Partners | 0 | 4,000,000 | 0 | 4,000,000 | 4,000,000 | 16.8% |
| Mark Cohen | 0 | 4,000,000 | 0 | 4,000,000 | 4,000,000 | 16.8% |
Filing
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
(RULE 13D - 101)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO 13d-2(a)
(Amendment No. 5)*
A. M. Castle & Co.
(Name of Issuer)
Common Stock, $0.01 par value
(Title of Class of Securities)
148411101
(CUSIP Number)
Stone House Capital Management, LLC
Attn: Mark Cohen
950 Third Avenue, 17th Floor
New York, NY 10022
(212) 543-1500
with a copy to:
Christopher P. Davis, Esq.
Kleinberg, Kaplan, Wolff & Cohen, P.C.
551 Fifth Avenue, New York, New York 10176
Tel: (212) 986-6000
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
March 24, 2016
(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 which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box [ ].
Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7 for other parties to whom copies are to be sent.
*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 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).
| 1. | NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) |
| Stone House Capital Management, LLC | |
| 2. | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP |
| (a) [x] | |
| (b) [ ] | |
| 3. | SEC USE ONLY |
| 4. | SOURCE OF FUNDS |
| AF | |
| 5. | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [ ] |
| 6. | CITIZENSHIP OR PLACE OF ORGANIZATION |
| Delaware | |
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: | |
| 7. | SOLE VOTING POWER |
| 0 | |
| 8. | SHARED VOTING POWER |
| 4,000,000 | |
| 9. | SOLE DISPOSITIVE POWER |
| 0 | |
| 10. | SHARED DISPOSITIVE POWER |
| 4,000,000 | |
| 11. | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
| 4,000,000 | |
| 12. | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ] |
| 13. | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) |
| 16.8% | |
| 14. | TYPE OF REPORTING PERSON |
| OO, IA | |
| 1. | NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) |
| SH Capital Partners, L.P. | |
| 2. | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP |
| (a) [x] | |
| (b) [ ] | |
| 3. | SEC USE ONLY |
| 4. | SOURCE OF FUNDS |
| WC | |
| 5. | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [ ] |
| 6. | CITIZENSHIP OR PLACE OF ORGANIZATION |
| Delaware | |
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: | |
| 7. | SOLE VOTING POWER |
| 0 | |
| 8. | SHARED VOTING POWER |
| 4,000,000 | |
| 9. | SOLE DISPOSITIVE POWER |
| 0 | |
| 10. | SHARED DISPOSITIVE POWER |
| 4,000,000 | |
| 11. | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
| 4,000,000 | |
| 12. | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ] |
| 13. | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) |
| 16.8% | |
| 14. | TYPE OF REPORTING PERSON |
| PN | |
| 1. | NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) |
| Mark Cohen | |
| 2. | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP |
| (a) [x] | |
| (b) [ ] | |
| 3. | SEC USE ONLY |
| 4. | SOURCE OF FUNDS |
| AF | |
| 5. | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [ ] |
| 6. | CITIZENSHIP OR PLACE OF ORGANIZATION |
| United States | |
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: | |
| 7. | SOLE VOTING POWER |
| 0 | |
| 8. | SHARED VOTING POWER |
| 4,000,000 | |
| 9. | SOLE DISPOSITIVE POWER |
| 0 | |
| 10. | SHARED DISPOSITIVE POWER |
| 4,000,000 | |
| 11. | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
| 4,000,000 | |
| 12. | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ] |
| 13. | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) |
| 16.8% | |
| 14. | TYPE OF REPORTING PERSON |
| IN | |
The following constitutes Amendment No. 5 to the Schedule 13D filed by the undersigned ("Amendment No. 5"). This Amendment No. 5 amends the Schedule 13D as specifically set forth herein.
| Item 4. | Purpose of Transaction. |
Item 4 is hereby amended to add the following:
On March 24, 2016, Partners delivered a letter to the Issuer withdrawing its nomination of Kyle Altshuler, Mark Cohen and David Fink for election to the Board of Directors of the Issuer (the "Board") at the Issuer's 2016 annual meeting of stockholders (the "Annual Meeting").
The Reporting Persons continue to think highly of Steven Scheinkman, President and Chief Executive Officer of the Issuer, and Mr. Scheinkman's management team. The Reporting Persons, however, continue to believe that changes are needed to the Board in order to protect and maximize stockholder value. The Reporting Persons also take note of the fact that on February 25, 2016, Raging Capital Master Fund, Ltd. ("Raging") delivered a letter to the Issuer nominating Richard N. Burger and Robert L. Lerner (the "Raging Nominees") for election to the Board at the Annual Meeting.
At this time, the Reporting Persons wish to make it clear to the Issuer that they (i) enthusiastically support the Raging Nominees for appointment or election to the Board, (ii) encourage the Board to adopt the Raging Nominees as the Issuer's own slate of nominees for the Annual Meeting or otherwise arrive at a mutually acceptable understanding with Raging and (iii) fully expect the Board will spare the Issuer and its stockholders the unnecessary expense and distraction of a proxy contest in connection with the Annual Meeting.
SIGNATURES
After reasonable inquiry and to the best of its knowledge and belief, each of the undersigned certifies that the information with respect to it set forth in this statement is true, complete, and correct.
Dated: March 24, 2016
| STONE HOUSE CAPITAL MANAGEMENT, LLC | |||
| By: | /s/ Mark Cohen | ||
| Name: | Mark Cohen | ||
| Title: | Managing Member | ||
| SH CAPITAL PARTNERS, L.P. | |||
| By: | Stone House Capital Management, LLC General Partner | ||
| By: | /s/ Mark Cohen | ||
| Name: | Mark Cohen | ||
| Title: | Managing Member | ||
| /s/ Mark Cohen | |
| MARK COHEN |