Page 1 of 910
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
For Quarter Ended | June 30, 2001 | Commission File Number1-5415 |
A. M. Castle & Co
(Exact name of registrant as specified in its charter)
| 36-0879160 | |
(State or Other Jurisdiction of | (I.R.S. Employer Identification No.) | |
incorporation of organization) |
3400 North Wolf Road, Franklin Park, Illinois | 60131 |
(Address of Principal Executive Offices) | (Zip Code) |
Registrant's telephone, including area code | 847/455-7111 |
None
(Former name, former address and former fiscal year, if changed since last year)
None
(Former name, former address and former fiscal year, if changed since last year)
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
Yes X No |
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|
|
Indicate the number of shares outstanding of each of the issuer's classes of common stock, as of the latest practicable date.
Class | Outstanding at | |
Common Stock, No Par Value | 14,160,564 shares |
Page 2 of 910
A. M. CASTLE & CO.
Part I. FINANCIAL INFORMATION
Page | ||||
Number | ||||
Part I. | Financial Information |
| ||
Item 1. | Financial Statements | 3-6 | ||
Condensed Balance Sheets | 3 | |||
Comparative Statements of Cash Flows | 3 | |||
Comparative Statements of Income | 4 | |||
Notes to Condensed Financial Statements | 5-6 | |||
Item 2. | Management's Discussion and Analysis of Financial | |||
Conditions and Results of Operations | 6-7 | |||
Part II. | Other Information | |||
Item 1. | Legal Proceedings | 8 | ||
Item 4. | Submission of Matters to a Vote of Security Holders | 8-9 | ||
Item 6. | Exhibits and Reports on Form 8-K |
| ||
Page 3 of 910
CONDENSED BALANCE SHEETS |
|
|
|
|
| |
(Dollars in thousands except per share data) |
|
|
|
|
| |
(unaudited) | March 31, |
| December 31, |
| March 31, | |
ASSETS | 2001 |
| 2000 |
| 2000 | |
Cash | $2,127 |
| $2,079 |
| $2,568 | |
Accounts receivable, net | 97,856 |
| 91,636 |
| 101,197 | |
Inventories (principally on last-in, first-out basis) | 162,026 |
| 163,206 |
| 175,471 | |
Income tax receivable | - |
| 4,116 |
| - | |
Other current assets | 1,827 |
| 1,426 |
| 1,765 | |
| Total current assets | $263,836 |
| $262,463 |
| $281,001 |
Investment in joint ventures | 9,675 |
| 9,714 |
| 11,862 | |
Prepaid expenses and other assets | 56,376 |
| 55,566 |
| 49,842 | |
Fixed assets, net | 90,805 |
| 91,108 |
| 95,986 | |
| Total assets | $420,692 |
| $418,851 |
| $438,691 |
LIABILITIES AND STOCKHOLDERS' EQUITY |
|
|
|
|
| |
Accounts payable | $100,693 |
| $84,734 |
| $112,370 | |
Accrued liabilities | 16,666 |
| 17,854 |
| 15,678 | |
Income taxes payable | 107 |
| 1,130 |
| 7,098 | |
Current portion of long-term debt | 3,425 |
| 3,425 |
| 3,577 | |
| Total current liabilities | $120,891 |
| $107,143 |
| $138,723 |
Long-term debt, less current portion | 151,558 |
| 161,135 |
| 138,290 | |
Deferred income taxes | 18,008 |
| 18,096 |
| 16,692 | |
Minority interest | 1,104 |
| 971 |
| 518 | |
Post retirement benefit obligations | 2,136 |
| 2,265 |
| 1,661 | |
Stockholders' equity | 126,995 |
| 129,241 |
| 142,807 | |
| Total liabilities and stockholders' equity | $420,692 |
| $418,851 |
| $438,691 |
|
|
|
|
|
|
|
SHARES OUTSTANDING | 14,061 |
| 14,061 |
| 14,048 | |
BOOK VALUE PER SHARE | $9.03 |
| $9.19 |
| $10.17 | |
WORKING CAPITAL | $142,945 |
| $155,320 |
| $143,478 | |
WORKING CAPITAL PER SHARE | $10.17 |
| $11.05 |
| $10.21 | |
DEBT TO CAPITAL | 55.0% |
| 56.0% |
| 49.8% | |
CONDENSED STATEMENTS OF CASH FLOWS | (Unaudited) | ||||
(Dollars in thousands) | For the Three Months | ||||
| Ended March 31, | ||||
Cash flows from operating activities: | 2000 |
| 2001 | ||
| Net income | $805 |
| $3,766 | |
| Depreciation | 2,398 |
| 2,438 | |
| Other | (958) |
| (3,661) | |
| Cash provided from operating activities before |
|
|
| |
| working capital changes | 2,245 |
| 2,543 | |
| (Increase) decrease in working capital | 12,277 |
| (14,031) | |
Net cash provided from (used by) operating activities | 14,522 |
| (11,488) | ||
Cash flows from investing activities: |
|
|
| ||
| Capital expenditures, net of sales proceeds | (1,846) |
| (1,079) | |
Net cash provided from (used by) investing activities | (1,846) |
| (1,079) | ||
Cash flows from financing activities: |
|
|
| ||
| Long-term borrowings, net | (9,577) |
| 15,327 | |
Dividends paid | (2,761) |
| (2,742) | ||
| Other | (290) |
| (28) | |
Net cash provided from (used by) financing activities | (12,628) |
| 12,557 | ||
Net increase (decrease) in cash | $48 |
| $(10) | ||
| Cash - beginning of year | 2,079 |
| 2,578 | |
| Cash - end of period | $2,127 |
| $2,568 | |
Supplemental Cash Disclosure - Cash Paid During the Period |
|
|
| ||
| Interest | $2,551 |
| $1,873 | |
| Income taxes | $(2,335) |
| $1,975 | |
CONDENSED BALANCE SHEETS
(Dollars in thousands except per share data) | (Unaudited) | June 30, | December 31, | June 30, | ||
ASSETS | 2001 | 2000 | 2000 | |||
Cash | $ 2,603 | $ 2,079 | $ 4,017 | |||
Accounts receivable, net | 85,224 | 91,636 | 99,290 | |||
Inventories (principally on last-in, first-out basis) | 158,451 | 163,206 | 184,497 | |||
Income tax receivable | 2,889 | 4,116 | - | |||
Other current assets | 1,843 | 1,426 | 1,958 | |||
Total current assets | $251,010 | $262,463 | $289,762 | |||
Investment in joint ventures | 9,591 | 9,714 | 11,812 | |||
Prepaid expenses and other assets | 56,630 | 55,566 | 55,510 | |||
Fixed assets, net | 90,966 | 91,108 | 100,319 | |||
Total assets | $408,197 | $418,851 | $457,403 | |||
LIABILITIES AND STOCKHOLDERS' EQUITY | ||||||
Accounts payable | $ 72,678 | $ 84,734 | $118,628 | |||
Accrued liabilities | 16,299 | 17,854 | 16,368 | |||
Income taxes payable | 2,383 | 1,130 | 5,786 | |||
Current portion of long-term debt | 3,425 | 3,425 | 3,914 | |||
Total current liabilities | $ 94,785 | $107,143 | $144,696 | |||
Long-term debt, less current portion | 165,799 | 161,135 | 150,884 | |||
Deferred income taxes | 18,574 | 18,096 | 16,257 | |||
Minority interest | 1,187 | 971 | 736 | |||
Post retirement benefit obligations. | 2,130 | 2,265 | 2,217 | |||
Stockholders' equity | 125,722 | 129,241 | 142,613 | |||
Total liabilities and stockholders' equity | $408,197 | $418,851 | $457,403 | |||
SHARES OUTSTANDING | 14,111 | 14,061 | 14,048 | |||
BOOK VALUE PER SHARE | $ 8.91 | $ 9.19 | $ 10.15 | |||
WORKING CAPITAL | $156,225 | $155,320 | $145,066 | |||
WORKING CAPITAL PER SHARE | $ 11.07 | $ 11.05 | $ 10.33 | |||
DEBT TO CAPITAL | 57.4% | 56.0% | 52.0% | |||
CONDENSED STATEMENTS OF CASH FLOWS | (Unaudited) | |||||
(Dollars in thousands) | For the Six Months | |||||
Ended June 30, | ||||||
Cash flows from operating activities: | 2001 | 2000 | ||||
Net income | $ 930 | $ 6,602 | ||||
Depreciation | 4,732 | 4,924 | ||||
Other | (521) | (6,886) | ||||
Cash provided from operating activities before | ||||||
working capital changes | 5,141 | 4,640 | ||||
(Increase) decrease in working capital | (743) | (15,720) | ||||
Net cash provided from (used by) operating activities | 4,398 | (11,080) | ||||
Cash flows from investing activities: | ||||||
Investments and acquisitions | - | (4,050) | ||||
Capital expenditures, net of sales proceeds | (4,089) | (5,889) | ||||
Net cash provided from (used by) investing activities | (4,089) | (9,939) | ||||
Cash flows from financing activities: | ||||||
Long-term borrowings, net | 4,664 | 28,258 | ||||
Dividends paid | (4,461) | (5,484) | ||||
Other | 12 | (316) | ||||
Net cash provided from (used by) financing activities | 215 | 22,458 | ||||
Net increase (decrease) in cash | $ 524 | $ 1,439 | ||||
Cash - beginning of year | 2,079 | 2,578 | ||||
Cash - end of period | $ 2,603 | $ 4,017 | ||||
Supplemental cash disclosure - cash paid during the period: | ||||||
Interest | $ 5,303 | $ 4,751 | ||||
Income taxes | $ (2,127) | $ 2,910 | ||||
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COMPARATIVE STATEMENTS OF INCOME (Dollars in thousands, except per share data) For the Three Months Ended March 31, (Unaudited) 2001 2000 Net sales $183,646 $195,239 Cost of material sold 128,106 135,945 Gross profit on sales 55,540 59,294 Operating expenses 49,064 48,224 Depreciation and amortization expense 2,398 2,438 Interest expense, net 2,603 2,304 Income before taxes 1,475 6,328 Income Taxes: Federal 525 2,052 State 145 510 670 2,562 Net income $805 $3,766 Net income per share $.06 $.27 Diluted income per share $.06 $.27 Financial Ratios: Return on sales 0.44% 1.93% Asset turnover 1.75 1.78 Return on assets 0.77% 3.43% Leverage factor 3.26 3.09 Return on opening stockholders' equity 2.49% 10.62% Other Data: Cash dividends paid $2,761 $2,742 Dividends per share $0.195 $0.195 Average number of shares outstanding 14,061 14,048
COMPARATIVE STATEMENTS OF INCOME
(Dollars in thousands, except per share data)
For the Three Months | For The Six Months | |||
Ended June 30, | Ended June 30, | |||
(Unaudited) | 2001 | 2000 | 2001 | 2000 |
Net sales | $158,569 | $192,278 | $342,215 | $387,517 |
Cost of material sold | 110,693 | 133,896 | 238,799 | 269,841 |
Gross profit on sales | 47,876 | 58,382 | 103,416 | 117,676 |
Operating expenses | 42,728 | 48,729 | 91,795 | 96,953 |
Depreciation and amortization expense | 2,335 | 2,486 | 4,732 | 4,924 |
Interest expense, net | 2,525 | 2,436 | 5,128 | 4,740 |
Income before taxes | 288 | 4,731 | 1,761 | 11,059 |
Income Taxes: | ||||
Federal | 115 | 1,552 | 640 | 3,604 |
State | 46 | 343 | 191 | 853 |
161 | 1,895 | 831 | 4,457 | |
Net income | $ 127 | $ 2,836 | $ 930 | $ 6,602 |
Net income per share | $ 0.01 | $ 0.20 | $ 0.07 | $ 0.47 |
Diluted income per share | $ 0.01 | $ 0.20 | $ 0.07 | $ 0.47 |
Financial Ratios: | ||||
Return on sales | 0.08% | 1.47% | 0.27% | 1.70% |
Asset turnover | 1.55 | 1.68 | 1.68 | 1.69 |
Return on assets | 0.12% | 2.48% | 0.46% | 2.89% |
Leverage factor | 3.16 | 3.23 | 3.16 | 3.23 |
Return on opening stockholders' equity | 0.39% | 8.00% | 1.44% | 9.31% |
Other Data: | ||||
Cash dividends paid | $1,700 | $2,742 | $4,461 | $5,484 |
Dividends per share | $0.120 | $0.195 | $0.315 | $0.390 |
Average number of shares outstanding | 14,094 | 14,048 | 14,077 | 14,048 |
Inventory determination under the LIFO method can only be made at the end of each fiscal year based on the inventory levels and costs at that time. Accordingly, interim LIFO determinations, including those at MarchJune 30, 2001, December 31, 2001,2000 and March 31,June 30, 2000, must necessarily be based on management's estimates of expected year-end inventory levels and costs. Since future estimates of inventory levels and costs are subject to certain forces beyond the control of management, interim financial results are subject to fiscal year end LIFO inventory valuations.
Current replacement cost of inventories exceeds book value by $42.9 million, $42.9 and $36.9$47.4 million at MarchJune 30, 2001, December 31, 20012000 and March 31,June 30, 2000, respectively. Taxes on income would become payable on any realization of this excess from reductions in the level of inventories.
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A. M. CASTLE & CO.
Notes to Condensed Financial Statements
1. | Condensed Financial Statements | ||||
The condensed financial statements included herein are unaudited, except for the balance sheet at December 31, 2000, which is condensed from the audited financial statements at that date. The Company believes that the disclosures are adequate to make the information not misleading; however, certain information and footnote disclosures normally included in financial statements prepared in accordance with generally accepted accounting principles have been condensed or omitted pursuant to the rules and regulations of the Securities and Exchange Commission. In the opinion of management, the unaudited statements, included herein, contain all adjustments (consisting of only normal recurring adjustments) necessary to present fairly the financial position, the cash flows, and the results of operations for the periods then ended. It is suggested that these condensed financial statements be read in conjunction with the financial statements and the notes thereto included in the Company's latest annual report on Form 10-K. The 2001 interim results reported herein may not necessarily be indicative of the results of operations for the full year 2001. | |||||
2. | Earnings Per Share | ||||
In accordance with SFAS No. 128 "Earnings per Share" below is a reconciliation of the basic and diluted earnings per share calculations for the periods reported (dollars and shares in thousands): | |||||
For The Three | For The Six | ||||
Months Ended | Months Ended | ||||
June 30, | June 30, | ||||
2001 | 2000 | 2001 | 2000 | ||
Net Income | $ 127 | $2,836 | $ 930 | $6,602 | |
Weighted average common shares outstanding | 14,094 | 14,048 | 14,077 | 14,048 | |
Dilutive effect of outstanding employees and | |||||
directors' common stock option | 38 | - | 10 | - | |
Diluted common shares outstanding | 14,132 | 14,048 | 14,087 | 14,048 | |
Basic earnings per share | $ .01 | $ .20 | $ 0.07 | $ 0.47 | |
Diluted earnings per share | $ .01 | $ .20 | $ 0.07 | $ 0.47 | |
Outstanding employee and directors' | |||||
common stock options having no | |||||
dilutive effect | 939 | 809 | 939 | 809 | |
3. | Segments | ||||
The Company has reviewed the business activities of its divisions and subsidiaries in accordance with the requirements of SFAS No. 131. The Company has concluded that its business activities fall into one identifiable business segment as approximately 91% of all revenues are derived from the distribution of its specialty metals products. These products are purchased, warehoused, processed and sold using essentially the same systems, facilities, sales force and distribution network. | |||||
1. | Condensed Financial Statements | |||
| The condensed financial statements included herein are unaudited, except for the balance sheet at December 31, 2000, which is condensed from the audited financial statements at that date. The Company believes that the disclosures are adequate to make the information not misleading; however, certain information and footnote disclosures normally included in financial statements prepared in accordance with generally accepted accounting principles have been condensed or omitted pursuant to the rules and regulations of the Securities and Exchange Commission. In the opinion of management, the unaudited statements, included herein, contain all adjustments (consisting of only normal recurring adjustments) necessary to present fairly the financial position, the cash flows, and the results of operations for the periods then ended. It is suggested that these condensed financial statements be read in conjunction with the financial statements and the notes thereto included in the Company's latest annual report on Form 10-K. The 2001 interim results reported herein may not necessarily be indicative of the results of operations for the full year 2001. | |||
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2. | Earnings Per Share | |||
| In accordance with SFAS No. 128 "Earnings per Share" below is a reconciliation of the basic and diluted earnings per share calculations for the periods reported (dollars and shares in thousands): | |||
|
| First Quarter | ||
|
| 2001 |
| 2000 |
| Net Income | $805 |
| $3,766 |
| Weighted average common shares outstanding | 14,061 |
| 14,048 |
| Dilutive effect of outstanding employees and |
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| directors' common stock option | - |
| - |
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| Diluted common shares outstanding | 14,061 |
| 14,048 |
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| Basic earnings per share | $.06 |
| $.27 |
| Diluted earnings per share | $.06 |
| $.27 |
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| Outstanding employee and directors' |
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| common stock options having no |
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| dilutive effect | 1,318 |
| 89 |
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3. | Segments |
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| The Company has reviewed the business activities of its divisions and subsidiaries in accordance with the requirements of SFAS No. 131. The Company has concluded that its business activities fall into one identifiable business segment as approximately 91% of all revenues are derived from the distribution of its specialty metals products. These products are purchased, warehoused, processed and sold using essentially the same systems, facilities, sales force and distribution network. | |||
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| Page 6 of 9 | |||
4. | New Accounting Standard | |||
| The Financial Accounting Standards Board issued SFAS No. 137 "Accounting for Derivative Instruments and Hedging Activities", which is effective for fiscal years beginning after June 15, 2000. The Company was required to and has adopted SFAS No. 137 on January 1, 2001. The adoption did not have a significant effect on the Company's consolidated results of operations or financial position during 2001. | |||
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Item 2. | Management's Discussion and Analysis of Financial Condition and Results Of Operations. | |||
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| Results of Operations | |||
| Net profit for the first quarter of 2001 was down 78.6% compared to 2000's first quarter. The Company earned $0.8 million ($.06 per share) as compared to $3.8 million ($.27 per share) in the comparable quarter last year. Results were adversely affected by the general slowdown in the economy. | |||
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| Quarterly sales totaled $183.6 million, representing a 5.9% decrease from the first quarter of 2000 sales of $195.2 million. The negative affect was due to a 16% decrease in tons sold offset by a shift in mix towards higher priced products. | |||
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| Gross profit for the quarter went down by $3.8 million (6.3%) to $55.5 million due mainly to sales volume reductions. Total gross margin percentage decreased slightly from 30.4% to 30.2%. | |||
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| First quarter operating expenses were up $0.8 million (1.7%) when compared to the first quarter of last year. Rentals on new equipment and a full quarter of expenses from the acquisition of a company in April 2000 where the main reasons for the increases. Although previously announced workforce reductions took place during the first quarter of 2001, severance and other reduction implementation costs offset the savings for the current period. | |||
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| First quarter depreciation and amortization expense is comparable to last year. | |||
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| Net interest expense for the first quarter was up approximately $0.3 million (13.0%) as compared to the first quarter of 2000. The increase reflects the additional debt needed to finance equity reductions and acquisitions. | |||
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| Page 7 of 9 | |||
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| Liquidity and Capital Resources | |||
| Accounts receivable decreased by $3.3 million from the first quarter of last year mainly due to the reduction in sales volume. Net inventory went down by $13.4 million compared to last year's values due to the lower sales activity along with programmed reductions put in place in order to increase cash flow. Reduction of $11.7 million in accounts payable was reflective of the decreased inventory. Total long-term debt increased by $13.1 million as compared to the March 31, 2000 primarily as a result of the need to fund the decrease in equity. The Company's debt-to-capital ratio was 55.0% as of March 31, 2001 compared to 56.0% and 49.8% at December 31, 2000 and March 31, 2000, respectively. | |||
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| The Company has unused committed and uncommitted lines of bank credit of $123.3 million as of March 31, 2001 compared to $135.5 million at March 31, 2000. | |||
Page 6 of 10
4. | New Accounting Standard | |
The Financial Accounting Standards Board issued SFAS No. 137 "Accounting for Derivative Instruments and Hedging Activities", which is effective for fiscal years beginning after June 15, 2000. The Company was required to and has adopted SFAS No. 137 on January 1, 2001. The adoption did not have a significant effect on the Company's consolidated results of operations or financial position during 2001. | ||
Item 2. | Management's Discussion and Analysis of Financial Condition and Results Of Operations. | |
Results of Operations | ||
Net profit for the second quarter of 2001 was down 95.5% compared to 2000's second quarter. The Company earned $0.1 million ($.01 per share) as compared to $2.8 million ($.20 per share) in the comparable quarter last year. Results were adversely affected by the general slowdown in the manufacturing sector of the economy. Earnings for the first six months of $0.9 million ($.07 per share) were 85.5% below last year's earnings of $6.6 million ($.47 per share). | ||
Quarterly sales totalled $158.6 million, representing a 17.5% decrease from the second quarter of 2000 sales of $192.3 million. The lower volume was due to a 24% decrease in tons sold offset by a shift in mix towards higher priced products. For the first six months of 2001 total revenues were $342.2 million as compared to $387.5 million in 2000, a decrease of 11.7%. | ||
Gross profit for the quarter went down by $10.5 million (18.0%) to $47.9 million due mainly to lower sales volumes. Total gross margin percentage decreased slightly from 30.4% to 30.2%. For the first six months of 2001 total gross profit was down $14.3 million (12.1%) with the gross margin percentage of 30.2%, below the 30.4% attained last year. | ||
Second quarter operating expenses were down $6.0 million (12.3%) when compared to the second quarter of last year. Approximately 60 percent of the reduction is transaction related while the balance of the decrease reflects the effect of cost reduction programs begun in the first quarter of 2001. The announced 9.5% reduction in workforce in the first quarter produced a $3.0 million reduction in payroll and payroll related expenses when compared to the second quarter of 2000 with the remainder of the savings being generated through cost controls and reduced transactional activity. In the second quarter of 2001 the Company took a write-down of $0.3 million related to its investment in MetalSpectrum, an e-business joint venture which ceased operations during the quarter. Year-to-date operating expenses were down $5.2 million (5.3%). | ||
Page 7 of 10
Net interest expense for the second quarter was up approximately $0.1 million (3.7%) as compared to the second quarter of 2000. The increase reflects the additional debt needed to finance equity reductions offset by decreases in interest rates over the past year. Year-to-date the expense was $0.4 million higher than the previous period last year. | |
Liquidity and Capital Resources | |
Accounts receivable decreased by $14.1 million from the second quarter of last year mainly due to the reduction in sales volume. Net inventory went down by $26.0 million compared to last year's values due to the lower sales activity, along with programmed reductions put in place in order to increase cash flow. The reduction of $46.0 million in accounts payable is reflective of the decreased inventory and a lower level of sales activity. Total long-term debt increased by $14.9 million as compared to June 30, 2000 primarily as a result of the need to fund the decrease in equity. The Company's debt-to-capital ratio was 57.4% as of June 30, 2001 compared to 56.0% and 52.0% at December 31, 2000 and June 30, 2000 respectively. | |
The Company has unused committed and uncommitted lines of bank credit of $81.9 million as of June 30, 2001 compared to $121.2 million at June 30, 2000. |
Page 8 of 910
Part II. OTHER INFORMATION
Item 1. | Legal Proceedings | ||||||
There are no material legal proceedings other than ordinary routine litigation incidental to the business of the Registrant. | |||||||
Item 4. | Submission of Matters to a Vote of Security Holders | ||||||
(a) | The Annual Meeting of Stockholders was held on April 26, 2001. | ||||||
(b) | At the Annual Meeting the full Board of Directors were elected. The following are the individual members and the voting results: | ||||||
DIRECTOR | FOR | WITHHELD | ABSTAINING | ||||
Daniel T. Carroll | 11,394,339 | 143,902 | 2 | ||||
Edward F. Culliton | 11,395,011 | 143,230 | 2 | ||||
Robert W. Grubbs | 11,395,011 | 143,230 | 2 | ||||
William K. Hall | 11,395,011 | 143,230 | 2 | ||||
Robert S. Hamada | 11,394,340 | 143,901 | 2 | ||||
Patrick J. Herbert, III | 11,394,340 | 143,901 | 2 | ||||
John P. Keller | 11,395,011 | 143,230 | 2 | ||||
John W. McCarter, Jr. | 11,395,011 | 143,230 | 2 | ||||
John McCartney | 11,395,011 | 143,230 | 2 | ||||
G. Thomas McKane | 11,394,340 | 143,901 | 2 | ||||
John W. Puth | 11,395,011 | 143,230 | 2 | ||||
Michael Simpson | 11,395,011 | 143,230 | 2 | ||||
(c)(1) | At the Annual Meeting the Stockholders ratified and adopted the Company's Restricted Stock and Stock Option Plan authorizing 1,200,000 shares for use under the Plan. The results of the voting were - 8,942,892 shares voted for the proposal; 721,675 shares voted against; and 105,198 shares abstained. | ||||||
(c)(2) | At the Annual Meeting the Stockholders ratified and approved the change of the Company's state of incorporation from a Delaware corporation to a Maryland corporation effectuated through a statutory merger of the Company into a newly formed Maryland corporation. The results of the voting were - 8,428,934 shares for the proposal; 1,290,812 shares against the proposal; and 50,025 shares abstained. | ||||||
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(c)(3) | At the Annual Meeting the Stockholders ratified and adopted Arthur Andersen, LLP as A. M. Castle's independent auditor for 2001. The results of the voting were - 11,494,857 for the motion; 16,271 shares against the motion; and 27,114 shares abstained. | |
| ||
| Exhibits and Reports on Form 8-K | |
(a) | None | |
(b) |
| |
Page 910 of 910
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 thereunto duly authorized.
A. M. Castle & Co. | |
(Registrant) | |
Date: | By:/ ss/J.A. Podojil |
J. A. Podojil - Treasurer/Controller | |
(Mr. Podojil is the Chief Accounting Officer and has been authorized to sign on behalf of the Registrant.) |