A. M. CASTLE & CO. Form 8-K: Current report
Filings on SEC EDGAR, newest first; amendments sit with their base form. Values are as filed.
- 2017-12-15: Form 8-K; Period of report 2017-12-15; Description 8.01 Other Events; Details 8.01.
- 2017-12-07: Form 8-K; Period of report 2017-12-01; Description 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers; Details 5.02.
- 2017-11-17: Form 8-K/A; Period of report 2017-10-06; Description 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers; Details 5.02.
- 2017-11-17: Form 8-K/A; Period of report 2017-08-31; Description 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers; Details 5.02.
| Filed | Form | Period of report | Description | Details | Document |
|---|---|---|---|---|---|
| 2017-12-15 | 8-K | 2017-12-15 | 8.01 Other Events | 8.01 On December 15, 2017, the Board of Directors of A. M. Castle & Co. (the “Company”) determined that the 2018 Annual Meeting of Stockholders (the “2018 Annual Meeting”) will be held on April 25, 2018, at 10:00 a.m., Central Time, at 1420 Kensington Road, Suite 220, Oak Brook, Illinois 60523. | form8-k2018annualstockhold.htm |
| 2017-12-07 | 8-K | 2017-12-01 | 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers | 5.02 On December 1, 2017, the Board of Directors (the “Board”) of A. M. Castle & Co. (the “Company”) appointed Ed Quinn, 45, as the Company’s Vice President, Controller and Chief Accounting Officer, effective December 4, 2017. | form8-kelectionofedquinn20.htm |
| 2017-11-17 | 8-K/A | 2017-10-06 | 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers | 5.02 This Amendment No. 1 amends the Current Report on Form 8-K of A. M. Castle & Co. (the “Company”) filed with the Securities and Exchange Commission on October 11, 2017 (the “Original Form 8-K”), which reported the appointment of Michael Sheehan to the Board of Directors (the “Board”) of the Company. | form8-kmsheehancommitteeap.htm |
| 2017-11-17 | 8-K/A | 2017-08-31 | 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers | 5.02 This Amendment No. 1 amends the Current Report on Form 8-K of A. M. Castle & Co. (the “Company”) filed with the Securities and Exchange Commission on September 6, 2017 (the “Original Form 8-K”), which reported the appointment of Jonathan Mellin, Jonathan Segal, Jacob Mercer and Jeffrey Brodsky to the Board of Directors (the “Board”) of the Company. | form8-kboardcommitteeappoi.htm |
| 2017-11-14 | 8-K | 2017-11-13 | 2.02 Results of Operations and Financial Condition; 7.01 Regulation FD Disclosure | 2.02 In accordance with General Instruction B.2 to Form 8-K, the following information shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such a filing. 7.01 In accordance with General Instruction B.2 to Form 8-K, the following information shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such a filing. | casl-8xkearningsreleasesep.htm |
| 2017-10-11 | 8-K | 2017-10-06 | 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers | 5.02 On October 6, 2017, the Board of Directors (the “Board”) of A.M. Castle & Co. (the “Company”) appointed Michael Sheehan to the Board, effective immediately. | tv476751_8k.htm |
| 2017-09-06 | 8-K | 2017-08-31 | 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant | 2.03 The information set forth in Item 1.01 of the Other Form 8-K is incorporated by reference herein. | casl-8xkii083117.htm |
| 2017-09-06 | 8-K | 2017-08-31 | 1.01 Entry into a Material Definitive Agreement; 1.02 Termination of a Material Definitive Agreement; 3.02 Unregistered Sales of Equity Securities; 3.03 Material Modification to Rights of Security Holders; 5.01 Changes in Control of Registrant; 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers; 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year; 7.01 Regulation FD Disclosure | 1.01 Pursuant to the Plan, on the Effective Date, the Debtors entered into a Revolving Credit and Security Agreement (the “New Credit Agreement”) with PNC Bank, National Association, as lender and as administrative and collateral agent (the “Agent”), and the other lenders party thereto. 1.02 On the Effective Date, by operation of the Plan, all outstanding indebtedness, accrued interest, and related fees of the Debtors under that certain Credit and Guaranty Agreement, dated December 8, 2016, by and among the Company, Highbridge International Capital Management, LLC, Corre Partners Management, LLC, Whitebox Credit Partners, L.P., WFF Cayman II Limited, and SGF, LLC and Cantor Fitzgerald Securities, among others (as amended, the “Former Credit Agreement”), amounting to $49.4 million, was paid in full with the proceeds of borrowings under the New Credit Agreement and the issuance of Second Lien Notes under the Second Lien Indenture. 3.03 The information set forth in Items 1.01, 1.02, 3.02 and 5.03 of this Current Report on Form 8-K is incorporated by reference herein. 5.01 As disclosed elsewhere in this Current Report on Form 8-K, on the Effective Date, all equity interests (which include the Company’s prior common stock, par value $0.01 per share, warrants to purchase such common stock, and awards under management equity plans adopted before the Effective Date) of the Company were extinguished and shares of the Company’s common stock were issued pursuant to the Plan. 5.02 In accordance with the Plan, all of the Company’s existing directors, consisting of Howard Brod Brownstein, Pamela Forbes Lieberman, Jonathan B. Mellin, Michael Sheehan, and Steven W. Scheinkman were deemed to have resigned from the Board as of the Effective Date. 5.03 On the Effective Date, pursuant to the terms of the Plan, the Company filed Articles of Amendment and Restatement (the “Articles”) with the State Department of Assessments and Taxation of Maryland. 7.01 On the Effective Date, the Company issued a press release regarding the matters disclosed in this Current Report on Form 8-K. A copy of the press release is attached to this Current Report on Form 8-K as Exhibit 99.2 and is incorporated herein by this reference. | casl-8xk083117.htm |
| 2017-08-09 | 8-K | 2017-08-09 | 2.02 Results of Operations and Financial Condition; 7.01 Regulation FD Disclosure | 2.02 In accordance with General Instruction B.2 to Form 8-K, the following information shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such a filing. 7.01 In accordance with General Instruction B.2 to Form 8-K, the following information shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such a filing. | casl-8xkearningsreleasejun.htm |
| 2017-08-03 | 8-K | 2017-07-31 | 1.03 Bankruptcy or Receivership; 7.01 Regulation FD Disclosure; 8.01 Other Events | 1.03 As previously disclosed, on June 18, 2017, the Company and four of its subsidiaries (together with the Company, the “Debtors”) filed voluntary petitions for reorganization under chapter 11 of the United States Bankruptcy Code in the United States Bankruptcy Court for the District of Delaware (the “Bankruptcy Court”) consistent with to the terms of a Restructuring Support Agreement dated April 6, 2017, as amended, by and among the Debtors and certain of their creditors (the “RSA”). 7.01 - Regulation FD Disclosure. 8.01 On July 31, 2017, A.M. Castle & Co., a Maryland corporation (the “Company”), acknowledged an extension by PNC Bank, National Association (“PNC”) of its Exit Facility Commitment Letter dated as of June 1, 2017. | casl-8xk073117.htm |
| 2017-07-13 | 8-K | 2017-07-10 | 1.01 Entry into a Material Definitive Agreement; 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant; 7.01 Regulation FD Disclosure; 8.01 Other Events | 1.01 After obtaining approval by the United States Bankruptcy Court for the District of Delaware on July 7, 2017, on July 10, 2017, A.M. Castle & Co. (the “Company”) and certain of its subsidiaries entered into a Debtor-in-Possession Revolving Credit and Security Agreement dated July 10, 2017 (the “DIP Credit Agreement”), with PNC Bank, National Association, as Lender and Administrative and Collateral Agent (“PNC”). 2.03 - Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of the Registrant. 7.01 On July 10, 2017, the Company issued a press release regarding the matters disclosed in Item 1.01 and 2.03 of this Current Report on Form 8-K. A copy of the press release is attached to this Current Report on Form 8-K as Exhibit 99.2 and is incorporated herein by this reference. 8.01 The Company cautions that trading in its securities during the pendency of the chapter 11 cases is highly speculative and poses substantial risks. | casl-8xkdip071017.htm |
| 2017-06-19 | 8-K | 2017-06-16 | 1.01 Entry into a Material Definitive Agreement; 1.03 Bankruptcy or Receivership; 2.04 Triggering Events That Accelerate or Increase a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement; 7.01 Regulation FD Disclosure; 8.01 Other Events | 1.01 On June 16, 2017, A.M. Castle & Co. (the “Company”) and four of its subsidiaries entered into a Commitment Agreement with certain of their creditors (the “Commitment Parties”). 1.03 On June 18, 2017, pursuant to the terms of the RSA, the Company and four of its subsidiaries commenced voluntary chapter 11 proceedings under the United States Bankruptcy Code (the “Bankruptcy Code”) with the United States Bankruptcy Court for the District of Delaware in Wilmington, Delaware (the “Bankruptcy Court”). 2.04 The filing of the bankruptcy petitions described above in Item 1.03 constituted a default or event of default that accelerated the Company’s obligations under (i) the Credit Agreement dated December 8, 2016 by and among the Company, Highbridge Capital Management, LLC, Corre Partners Management, LLC, Whitebox Credit Partners, L.P., WFF Cayman II Limited, and SGF, LLC, and Cantor Fitzgerald (the “Credit Agreement”), (ii) the Indenture dated February 8, 2016 by and between the Company, as Issuer and Guarantors, and U.S. Bank National Association, as Trustee (the “Senior Notes Indenture”) and the 12.75% Senior Secured Notes due 2018 issued pursuant thereto, and (iii) the Indenture dated May 19, 2016 by and between the Company, as Issuer and Guarantors, and U.S. Bank National Association, as Trustee (the “Convertible Notes Indenture”) and the 5.25% Convertible Senior Secured Notes due 2019 issued pursuant thereto. 7.01 On June 19, 2017, the Company issued a press release announcing the filing of the chapter 11 cases, as disclosed in Item 1.03 of this Current Report on Form 8-K. A copy of the press release is attached to this Current Report on Form 8-K as Exhibit 99.2 and is incorporated herein by this reference. 8.01 The Company cautions that trading in its securities during the pendency of the chapter 11 cases is highly speculative and poses substantial risks. | casl-8xkchapter11andcommit.htm |
| 2017-06-09 | 8-K | 2017-06-08 | 1.01 Entry into a Material Definitive Agreement; 7.01 Regulation FD Disclosure; 8.01 Other Events | 1.01 On June 8, 2017, A.M. Castle & Co. (the “Company”) and four of its subsidiaries entered into a Second Amendment to Restructuring Support Agreement with its Consenting Creditors (as such term is defined in the RSA)(the “Second Amendment”). 7.01 On June 9, 2017, the Company issued a press release announcing the Second Amendment, as disclosed in Item 1.01 of this Current Report on Form 8-K. A copy of the press release is attached to this Current Report on Form 8-K as Exhibit 99.2 and is incorporated herein by this reference. 8.01 As previously disclosed in the Company’s Current Report on Form 8-K filed on May 15, 2017, on that date the Company commenced a solicitation of votes to accept or reject its Prepackaged Joint Chapter 11 Plan of Reorganization (the “Plan”) from the holders of Prepetition First Lien Secured Claims, Prepetition Second Lien Secured Claims, and Prepetition Third Lien Secured Claims, as such terms are defined in the Plan. | casl-8xkchapter11andcommit.htm |
| 2017-06-05 | 8-K | 2017-06-02 | 1.01 Entry into a Material Definitive Agreement; 7.01 Regulation FD Disclosure | 1.01 On June 2, 2017, A.M. Castle & Co. (the “Company”) entered into a commitment letter (including the memorandum of terms and conditions attached thereto, the “New ABL Facility Commitment Letter”) with PNC Bank, National Association (“PNC”). 7.01 On June 5, 2017, the Company issued a press release announcing that it had entered into the New ABL Facility Commitment Letter and the DIP Facility Commitment Letter, as disclosed in Item 1.01 of this Current Report on Form 8-K. A copy of the press release is attached to this Current Report on Form 8-K as Exhibit 99.1 and is incorporated herein by this reference. | casl-8xkdipandexitfacility.htm |
| 2017-05-15 | 8-K | 2017-05-12 | 1.01 Entry into a Material Definitive Agreement; 2.02 Results of Operations and Financial Condition; 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers; 7.01 Regulation FD Disclosure | 1.01 On May 12, 2017, the Company entered into an amendment of its previously announced Restructuring Support Agreement dated April 6, 2017 (the “RSA”) with its Consenting Creditors (as such term is defined in the RSA). 2.02 In accordance with General Instruction B.2 to Form 8-K, the following information shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such a filing. 5.02 The Restated Employment Agreements adopted by the Company amend certain employment compensation terms for four of the Company’s executive officers, including President and Chief Executive Officer Steven W. Scheinkman, Executive Vice President, General Counsel, Secretary and Chief Administrative Officer Marec E. Edgar, Executive Vice President and Chief Financial Officer Patrick R. Anderson, and Executive Vice President and Chief Operating Officer Ronald E. Knopp. 7.01 In accordance with General Instruction B.2 to Form 8-K, the following information shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such a filing. | cas-8k_051217.htm |
| 2017-05-04 | 8-K | 2017-05-04 | 1.01 Entry into a Material Definitive Agreement; 8.01 Other Events | 1.01 On May 4, 2017, the Company and certain of its subsidiaries entered into a Third Amendment to Credit and Guaranty Agreement (the “Third Amendment”) with respect to the Credit and Guaranty Agreement dated December 8, 2016, by and among the Company, certain of its subsidiaries, the lenders party thereto, and Cantor Fitzgerald Securities, as Administrative and Collateral Agent, as amended. 8.01 On May 4, 2017, the Company issued the press release attached hereto as Exhibit 99.1 and incorporated herein by this reference. | cas-8k_050417.htm |
| 2017-04-07 | 8-K | 2017-04-06 | 1.01 Entry into a Material Definitive Agreement; 2.02 Results of Operations and Financial Condition; 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year; 7.01 Regulation FD Disclosure; 8.01 Other Events | 1.01 On April 6, 2017, A.M. Castle & Co. (the “Company”) and its subsidiaries (the “Subsidiaries”) entered into a Restructuring Support Agreement (the “RSA”) with certain of their creditors (the “Consenting Creditors”), including certain holders of the Company’s (a) term loans under its Credit Agreement dated as of December 8, 2016, as amended (the “First Lien Term Loans”), (b) 12.75% Senior Secured Notes due 2018 issued pursuant its indenture dated as of February 8, 2016, as amended (the “Second Lien Notes”), and (c) 5.25% Convertible Senior Secured Notes due 2019 issued pursuant its indenture dated as of May 19, 2016, as amended (the “Third Lien Notes”). 2.02 In accordance with General Instruction B.2 to Form 8-K, the following information shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such a filing. 5.03 On April 6, 2017, the Board determined that the Bylaws of the Company be amended, effective immediately, to add a new Article IX, to renumber the current Article IX as Article X and to amend and restate the Bylaws to incorporate these amendments. 7.01 In accordance with General Instruction B.2 to Form 8-K, the following information shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such a filing. 8.01 On April 6, 2017, in consideration of the Restructuring, the Board determined that it was in the best interest of the Company to cancel the June 7, 2017 date previously scheduled for the 2017 annual meeting of shareholders of the Company, with a new date for such meeting to be set at a later date, as required. | cas-8k_040617.htm |
| 2017-03-16 | 8-K | 2017-03-10 | 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers | 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. | cas-8k_031017.htm |
| 2017-02-09 | 8-K | 2017-02-03 | 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers | 5.02 (b) On February 3, 2017, as a result of a change in primary employment, Gary Masse notified A.M. Castle & Co. (the “Company”) of his intention to resign from his positions as chairperson and a member of the Board of Directors (the “Board”) of the Company, as well as all committees of the Board on which he served. | cas-8k_020317.htm |
| 2017-02-03 | 8-K/A | 2016-11-01 | 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year | 5.03 On November 3, 2016, the Board approved an amendment to the Amended and Restated Bylaws of the Company (the “Amendment”). | cas-8ka_110116.htm |
| 2017-01-05 | 8-K | 2017-01-05 | 8.01 Other Events | 8.01 On January 5, 2017, the Board of Directors of A.M. Castle & Co. (the “Company”) determined that the Annual Meeting of Stockholders (the “Annual Meeting”) will be held on June 7, 2017, at 10:00 a.m., Central Time, at 1420 Kensington Road, Suite 220, Oak Brook, Illinois 60523. | cas-8k_010517.htm |