UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K
CURRENT REPORT
Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): |
April 15, 2009 |
A. M. Castle & Co. |
(Exact name of registrant as specified in its charter) |
Maryland |
1-5415 |
36-0879160 |
(State or other jurisdiction of incorporation) |
(Commission File Number) |
(IRS Employer Identification No. |
3400 N. Wolf Road, Franklin Park, Illinois |
60131 |
(Address of principal executive offices) |
(Zip Code) |
Registrant's telephone number including area code |
847/455-7111 |
N/A |
(Former name or former address if changed since last report.) |
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13 e-4(c) under the Exchange Act (17 CFR 240.13 e-4(c))
Item 5.02(e) |
Departure of Directors or Principal Officers; Appointment of Principal Officers; Compensatory Arrangements of Certain Officers. |
On April 15, 2009, A. M. Castle & Co. (the "Company") amended the A. M. Castle & Co. Supplemental 401(k) Savings and Retirement Plan (the “Supplemental 401(k) Plan”). Effective April 27, 2009, commensurate with an amendment to the A. M. Castle & Co. 401(k) Savings and Retirement Plan (the “401(k) Savings Plan”), the Company contributions provided under the Supplemental 401(k) Plan (which is an excess benefit plan) will be suspended for the remainder of the 2009 plan year, or for any future plan years as may be determined by the Company in its sole discretion. The foregoing summary is qualified in its entirety by reference to the full and complete terms of the amendment attached as Exhibit 10.1 hereto, and incorporated herein by reference.
Item 8.01 |
Other Events. |
On April 15, 2009, the Company issued a press release announcing a series of cost reduction initiatives, including reduced work weeks and furloughs, suspension of the Company’s 401(k) contributions and executive officer salary reductions. A copy of this press release is attached as Exhibit 99.1 hereto and incorporated herein by reference.
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Item 9.01. |
Financial Statements and Exhibits. |
(d) Exhibits.
Exhibit |
Description |
10.1 |
First Amendment to the A. M. Castle & Co. Supplemental 401(k) Savings and Retirement Plan, executed April 15, 2009 (as effective April 27, 2009). |
99.1 |
Press Release, dated April 15, 2009 |
Forward Looking Statements
Information provided and statements contained in this report that are not purely historical are forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, Section 21E of the Securities Exchange Act of 1934, and the Private Securities Litigation Reform Act of 1995. Such forward-looking statements only speak as of the date of this report and the company assumes no obligation to update the information included in this report. Such forward-looking statements include information concerning our possible or assumed future results of operations, including descriptions of our business strategy. These statements often include words such as “believe,” “expect,” “anticipate,” “intend,” “plan,” “estimate” or similar expressions. These statements are not guarantees of performance or results and they involve risks, uncertainties and assumptions. For a further description of these factors, see Item 1A. Risk Factors of our Form 10-K for the fiscal year ended December 31, 2008, which was filed on March 11, 2009. Although we believe that these forward-looking statements are based on reasonable assumptions, there are many factors that could affect our actual financial results or results of operations and could cause actual results to differ materially from those in the forward-looking statements.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
A. M. Castle & Co. |
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By: |
/s/ Scott F. Stephens |
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Name: |
Scott F. Stephens |
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Title:
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Vice President and Chief Financial Officer |
Date: |
April 16, 2009 |