The following constitutes the Schedule 13D filed by the undersigned (the “Schedule 13D”).
| Item 1. | Security and Issuer. |
This statement relates to the Common Stock, $0.01 par value (the “Shares”), of A. M. Castle & Co., a Maryland corporation (the “Issuer”). The address of the principal executive offices of the Issuer is 1420 Kensington Road, Suite 220, Oak Brook, Illinois 60523.
| Item 2. | Identity and Background. |
(a) This statement is filed by Raging Capital Master Fund, Ltd., a Cayman Islands exempted company (“Raging Master”), Raging Capital Management, LLC, a Delaware limited liability company (“Raging Capital”), William C. Martin and Kenneth H. Traub. Each of the foregoing is referred to as a “Reporting Person” and collectively as the “Reporting Persons.”
Raging Capital is the Investment Manager of Raging Master. William C. Martin is the Chairman, Chief Investment Officer and Managing Member of Raging Capital. By virtue of these relationships, each of Raging Capital and William C. Martin may be deemed to beneficially own the Shares owned directly by Raging Master.
Set forth on Schedule A annexed hereto (“Schedule A”) is the name and present principal business, occupation or employment and the name, principal business and address of any corporation or other organization in which such employment is conducted of the executive officers and directors of Raging Master and Raging Capital. To the best of the Reporting Persons’ knowledge, except as otherwise set forth herein, none of the persons listed on Schedule A beneficially owns any securities of the Issuer or is a party to any contract, agreement or understanding required to be disclosed herein.
(b) The address of the principal office of each of Raging Capital and William C. Martin is Ten Princeton Avenue, P.O. Box 228, Rocky Hill, New Jersey 08553. The address of the principal office of Raging Master is c/o Ogier Fiduciary Services (Cayman) Limited, 89 Nexus Way, Camana Bay, Grand Cayman KY 1-9007, Cayman Islands. The principal business address of Kenneth H. Traub is 90 Nassau Street, Suite 500, Princeton, NJ 08542.
(c) The principal business of Raging Master is investing in securities. The principal business of Raging Capital is serving as the Investment Manager of Raging Master. The principal occupation of William C. Martin is serving as the Chairman, Chief Investment Officer and Managing Member of Raging Capital. The principal occupation of Kenneth H. Traub is serving as President and Chief Executive Officer of Ethos Management LLC, which specializes in investing in and advising undervalued companies to execute strategies to build and unlock stockholder value.
(d) No Reporting Person nor any person listed on Schedule A has, during the last five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).
(e) No Reporting Person nor any person listed on Schedule A has, during the last five years, been party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.
(f) Raging Master is organized under the laws of the Cayman Islands. Raging Capital is organized under the laws of the State of Delaware. Each of William C. Martin and Kenneth H. Traub is a citizen of the United States of America.
| Item 3. | Source and Amount of Funds or Other Consideration. |
The aggregate purchase price of the 3,405,591 Shares owned directly by Raging Master is approximately $24,917,696, including brokerage commissions. Such Shares were acquired with the working capital of Raging Master.
Raging Master effects purchases of securities primarily through margin accounts maintained for it with prime brokers, which may extend margin credit to it as and when required to open or carry positions in the margin accounts, subject to applicable federal margin regulations, stock exchange rules and the prime brokers’ credit policies. In such instances, the positions held in the margin accounts are pledged as collateral security for the repayment of debit balances in the accounts.
The aggregate purchase price of the 3,803 Shares owned directly by Kenneth H. Traub is approximately $30,407, including brokerage commissions. Such Shares were acquired with Mr. Traub’s personal funds.
| Item 4. | Purpose of Transaction. |
The Reporting Persons purchased the securities of the Issuer reported herein based on the Reporting Persons’ belief that such securities, when purchased, were undervalued and represented an attractive investment opportunity. Depending upon overall market conditions, other investment opportunities available to the Reporting Persons, and the availability of securities of the Issuer at prices that would make the purchase or sale of securities of the Issuer desirable, the Reporting Persons may endeavor to increase or decrease their respective positions in the Issuer through, among other things, the purchase or sale of securities of the Issuer on the open market or in private transactions or otherwise, on such terms and at such times as the Reporting Persons may deem advisable.
No Reporting Person has any present plan or proposal which would relate to or result in any of the matters set forth in subparagraphs (a) - (j) of Item 4 of Schedule 13D except as set forth herein or such as would occur upon completion of any of the actions discussed herein. The Reporting Persons intend to review their respective investments in the Issuer on a continuing basis and may from time to time engage in discussions with management and the Board concerning, among other things, the business, operations and future plans of the Issuer. Depending on various factors including, without limitation, the Issuer’s financial position and investment strategy, the price levels of the securities of the Issuer, conditions in the securities markets and general economic and industry conditions, the Reporting Persons may in the future take such actions with respect to their respective investments in the Issuer as they deem appropriate including, without limitation, making proposals concerning changes to the capitalization, ownership structure, Board composition or operations of the Issuer, nominating directors, purchasing additional securities of the Issuer, selling some or all of their securities of the Issuer, engaging in short selling of or any hedging or similar transaction with respect to the securities of the Issuer, or changing their intention with respect to any and all matters referred to in Item 4. Kenneth H. Traub is intended to be a director nominee of Raging Capital to the extent Raging Capital nominates one or more director candidates for election to the Board of Directors of the Issuer.
| Item 5. | Interest in Securities of the Issuer. |
(a) The aggregate percentage of Shares reported owned by each person named herein is based upon 23,504,449 Shares outstanding as of October 24, 2014, which is the total number of Shares outstanding as reported in the Issuer’s Form 10-Q filed with the Securities and Exchange Commission on October 29, 2014.
As of the close of business on the date hereof, Raging Master directly owned 3,405,591 Shares, constituting approximately 14.5% of the Shares outstanding. By virtue of their relationships with Raging Master discussed in further detail in Item 2, each of Raging Capital and William C. Martin may be deemed to beneficially own the Shares directly owned by Raging Master.
As of the date hereof, Kenneth H. Traub directly owned 3,803 Shares, constituting less than 1% of the Shares outstanding.
Each of the Reporting Persons, as a member of a “group” with the other Reporting Persons for purposes of Rule 13d-5(b)(1) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), may be deemed to beneficially own the securities of the Issuer owned by the other Reporting Persons. The filing of this Schedule 13D shall not be deemed an admission that the Reporting Persons are, for purposes of Section 13(d) of the Exchange Act, the beneficial owners of any securities of the Issuer he or it does not directly own. Each of the Reporting Persons specifically disclaims beneficial ownership of the securities of the Issuer reported herein that he or it does not directly own.
(b) Raging Master may be deemed to share with Raging Capital and William C. Martin the power to vote and dispose of the Shares directly owned by Raging Master.
Kenneth H. Traub has the sole power to vote and dispose of the Shares directly owned by him.
(c) Schedule B annexed hereto lists all transactions in the Shares during the past sixty days by the Reporting Persons. All of such transactions were effected in the open market.
(d) No person other than the Reporting Persons is known to have the right to receive, or the power to direct the receipt of dividends from, or proceeds from the sale of, the Shares.
(e) Not applicable.
| Item 6. | Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer. |
On January 5, 2015, the Reporting Persons entered into a Joint Filing Agreement in which the Reporting Persons agreed to the joint filing on behalf of each of them of statements on Schedule 13D with respect to the securities of the Issuer. A copy of this agreement is attached as an exhibit hereto and is incorporated herein by reference.
As of the close of business on the date hereof, Raging Master directly owned $17,500,000 principal amount of the Issuer’s 12.75% Senior Secured Notes due December 15, 2016.
Other than as described herein, there are no contracts, arrangements, understandings or relationships among the Reporting Persons, or between the Reporting Persons and any other person, with respect to the securities of the Issuer.
| Item 7. | Material to be Filed as Exhibits. |
| | 99.1 | Joint Filing Agreement by and among Raging Capital Master Fund, Ltd., Raging Capital Management, LLC, William C. Martin and Kenneth H. Traub dated January 5, 2015. |
SIGNATURES
After reasonable inquiry and to the best of his knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.
| Dated: January 5, 2015 | Raging Capital Master Fund, Ltd. |
| | |
| | By: | Raging Capital Management, LLC Investment Manager |
| | |
| | By: | /s/ Frederick C. Wasch |
| | | Name: | Frederick C. Wasch |
| | | Title: | Chief Financial Officer |
| | Raging Capital Management, LLC |
| | |
| | By: | /s/ Frederick C. Wasch |
| | | Name: | Frederick C. Wasch |
| | | Title: | Chief Financial Officer |
| | /s/ Frederick C. Wasch |
| | Frederick C. Wasch as attorney-in-fact for William C. Martin |
SCHEDULE A
Directors of Raging Capital Master Fund, Ltd.
| Name and Position | | Present Principal Occupation | | Business Address |
| William C. Martin, Director | | Chairman, Chief Investment Officer and Managing Member of Raging Capital Management, LLC | | c/o Raging Capital Management, LLC Ten Princeton Avenue, P.O. Box 228 Rocky Hill, New Jersey 08553 |
| Don Ebanks, Director | | Independent Director for a variety of hedge funds and related structures | | c/o DMS Offshore Investment Services dms House 2nd Floor P.O. Box 314 George Town Grand Cayman KY1-1104 Cayman Islands |
| Wade Kenny, Director | | Independent Director for a variety of hedge funds and related structures | | c/o DMS Offshore Investment Services dms House 2nd Floor P.O. Box 314 George Town Grand Cayman KY1-1104 Cayman Islands |
Executive Officers of Raging Capital Management, LLC
| Name and Position | | Present Principal Occupation | | Business Address |
William C. Martin, Chairman, Chief Investment Officer and Managing Member | | Chairman, Chief Investment Officer and Managing Member of Raging Capital Management, LLC | | c/o Raging Capital Management, LLC Ten Princeton Avenue, P.O. Box 228 Rocky Hill, New Jersey 08553 |
Frederick C. Wasch, Chief Financial Officer | | Chief Financial Officer of Raging Capital Management, LLC | | c/o Raging Capital Management, LLC Ten Princeton Avenue, P.O. Box 228 Rocky Hill, New Jersey 08553 |
SCHEDULE B
Transactions in the Shares of the Issuer During the Past 60 Days
Class of Security | Shares Purchased | Price ($) | Date of Purchase |
RAGING CAPITAL MASTER FUND, LTD.
| Common Stock | 1,188,785 | 7.3000 | 11/20/2014 |
| Common Stock | 200,000 | 7.3000 | 11/20/2014 |
| Common Stock | 699,400 | 7.5000 | 11/24/2014 |
| Common Stock | 75,500 | 7.0783 | 12/01/2014 |
| Common Stock | 21,700 | 7.0159 | 12/02/2014 |
| Common Stock | 1,100 | 7.0345 | 12/03/2014 |
| Common Stock | 24,599 | 7.1632 | 12/04/2014 |
| Common Stock | 4,500 | 7.2043 | 12/05/2014 |
| Common Stock | 24,923 | 7.1578 | 12/08/2014 |
| Common Stock | 24,500 | 7.1820 | 12/08/2014 |
| Common Stock | 6,500 | 7.1742 | 12/09/2014 |
| Common Stock | 4,400 | 6.6952 | 12/12/2014 |
| Common Stock | 50,600 | 6.8800 | 12/15/2014 |
| Common Stock | 740,000 | 7.0000 | 12/24/2014 |
| Common Stock | 600 | 7.1720 | 12/26/2014 |
| Common Stock | 252,700 | 7.6388 | 12/30/2014 |
| Common Stock | 57,372 | 7.9812 | 12/31/2014 |
| Common Stock | 28,412 | 7.8872 | 01/02/2015 |
| | | | |
KENNETH H. TRAUB
| Common Stock | 3,803 | 7.9455 | 01/02/2015 |
