A. M. CASTLE & CO. (OTCMKTS:CASL) Files An 8-K Entry into a Material Definitive Agreement

Item 1.01 Entry into a Material Definitive Agreement

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). The purpose of the amendment was to update
certain terms and conditions of the Companys previously announced
restructuring of its existing debt and equity interests (the
Restructuring), as set forth in the term sheet attached to the
RSA, as necessary to reflect continuing discussions between the
Company and the Consenting Creditors regarding a prepackaged
chapter 11 plan of reorganization to effect the Restructuring.
The amendment conforms the language of the term sheet to such
continuing discussions by: (i) replacing the previously agreed
upon rights offering and backstop agreement with a commitment
agreement from certain creditors; (ii) removing the covenant
regarding the listing of the reorganized Companys common stock on
the NYSE or NASDAQ; (iii) reflecting continuing discussions
between the Company and the Consenting Creditors regarding the
New Roll-up Facility (as such term is defined in the term sheet)
and plan distributions to existing equity holders; and (iv)
modifying various other minor provisions.

The foregoing description is a summary and is qualified in its
entirety by reference to the First Amendment to Restructuring
Support Agreement dated May 12, 2017 attached as Exhibit B-1 to
the Disclosure Statement, which is being attached hereto as
Exhibit 99.2.

In furtherance of the Restructuring, on May 12, 2017 the board of
directors of the Company approved, and authorized the Company to
enter into, an Amended and Restated Employment Agreement with
each of four of its executive officers (collectively, the
Restated Employment Agreements). The executive officers party to
the Restated Employment Agreements consist of 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. The Restated Employment
Agreements, which are in substantially similar in form other than
with respect to compensation and certain other items, replace in
their entirety any existing employment agreements with such
officers.

The Restated Employment Agreements establish three-year terms of
employment commencing May 15, 2017, which terms are annually
renewable thereafter. Each Restated Employment Agreement sets
forth the executive officers duties, compensation and benefits,
and right to reimbursement of costs and expenses and to
indemnification. Each of the Restated Employment Agreements is
terminable by the death or permanent disability of the employed
officer, by the Company with or without good cause or by the
employed officer with or without good reason, as such terms are
defined therein. The Restated Employment Agreements impose
non-competition, non-solicitation, confidentiality, and other
obligations on the executive officers.

The foregoing description is a summary and is qualified in its
entirety by reference to the Restated Employment Agreements with
Messrs. Scheinkman, Edgar, Anderson, and Knopp, which will be
filed with the Companys Quarterly Report on Form 10- Q for the
quarter ending June 30, 2017.

Item 2.02 Results of Operations and Financial
Condition

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.

The information regarding the results of operations and financial
condition of A.M. Castle Co. (the Company) for the first quarter
2017, responsive to this Item 2.02, and contained in Exhibit 99.1
filed herewith, is incorporated by reference herein.

Item 5.02 Departure of Directors or Certain Officers;
Election of Directors; Appointment of Certain Officers;
Compensatory Arrangements of Certain Officers

The Restated Employment Agreements adopted by the Company amend
certain employment compensation terms for four of the Companys
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.

The Restated Employment Agreements set forth the officers initial
annual base salary, entitlement to payments under the Companys
annual short-term incentive plan or STIP, and other perquisites
and benefits, including automobile allowances and life, medical
and other insurance benefits. Target and maximum STIP payment
amounts are determined on the basis of a percentage of annual
base salary.

Additionally, the Restated Employment Agreements entitle each of
Messrs. Scheinkman, Edgar, Anderson and Knopp to a one-time cash
award in an amount equal to 73.35% of his respective annual base
salary upon consummation of the Restructuring (the Restructuring
Award); provided, however, in the event of a sale of all
or substantially all of the assets of the Company in connection
with the Restructuring, in addition to the Restructuring Award
Mr. Scheinkman will receive 1.05%, and Messrs. Edgar, Anderson
and Knopp each will receive 0.56%, of the net proceeds of the
sale.

The Restated Employment Agreements entitle Messrs. Scheinkman,
Edgar, Anderson and Knopp to participate in a management
incentive plan (the MIP) of the restructured Company. The shares
reserved under the MIP (the MIP Aggregate Equity) amount, in the
aggregate, to approximately 10% of the equity of the restructured
Company as of the effective date of the Restructuring on a fully
diluted basis (determined in accordance with the RSA). Of the MIP
Aggregate Equity, 60% is to be awarded on the effective date of
the Restructuring and 40%, plus any granted but unvested
securities that may be forfeited by MIP participants and returned
to the MIP Aggregate Equity, is to be reserved for issuance in
respect of awards to be granted to the MIP following the
Restructuring, in the discretion of the Board.

The Restated Employment Agreements entitle the employed executive
officer, in event of a termination by the Company without good
cause or by such officer for good reason, to severance, the
continuation of certain medical, dental, and life insurance, and
other benefits, for a period from 1.5 to 2.5 years following the
date of termination, and one year of continued perquisites. The
amount of the severance is a multiple of the combination of such
officers annual base salary and target STIP award, which multiple
varies based on whether the severance is paid as the result of a
termination of employment in connection with a change in control
of the Company (and the length of continued medical, dental, and
life insurance benefits in years is based on such factor). Change
in control severance is subject to reduction based on the value
of the executives MIP benefits as a result of the change in
control.

Set forth below is a table indicating the amounts payable to each
officer under the Restated Employment Agreements, to the extent
such amounts can be calculated as of the date hereof (with
amounts that are yet to be determined shown as TBD):

The foregoing description is a summary and is qualified in its
entirety by reference to the Restated Employment Agreements with
Messrs. Scheinkman, Edgar, Anderson, and Knopp.

Item 7.01 Regulation FD Disclosure

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.

The Company presented via live webcast its first quarter 2017
financial results on Monday, May 15, 2017, at 11:00 a.m. ET.

The call can be accessed via the internet as a replay. Those who
would like to listen to the call may access the webcast through a
link on the investor relations page of the Companys website at
http://www.castlemetals.com/investors.

An archived version of the conference call webcast will be
available for replay at the link above approximately three hours
following its conclusion, and will remain available until the
next earnings conference call.

to the RSA, and in furtherance of the Restructuring, on May 15,
2017 the Company commenced solicitation of votes on its
Prepackaged Joint Chapter 11 Plan of Reorganization (the Plan) by
authorizing the delivery of the Plan as part of a Disclosure
Statement for Debtors Prepackaged Joint Chapter 11 Plan of
Reorganization (the Disclosure Statement), along with ballots, to
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.

A copy of the Disclosure Statement, which includes the Plan, is
attached as Exhibit 99.2 to this Current Report on Form 8-K. This
Current Report on Form 8-K is not a solicitation of votes to
accept or reject the Plan or an offer to sell securities of the
Company. Any solicitation of votes or offer to sell or
solicitation of an offer to buy any securities of the Company
will be made only to and in accordance with the Disclosure
Statement. In accordance with General Instruction B.2 to Form
8-K, the information included in this Form 8-K under Item 7.01
and Exhibit 99.2 is being furnished and shall not be deemed filed
for purposes of Section 18 of the Securities Exchange Act of
1934, as amended (the Exchange Act), or otherwise subject to
liabilities of that Section, unless the Company specifically
states that the information is to be considered filed under the
Exchange Act or incorporates it by reference into a filing under
the Exchange Act or the Securities Act of 1933, as amended.

Any financial projections or forecasts included in the Disclosure
Statement were not prepared with a view toward public disclosure
or compliance with the published guidelines of the Securities and
Exchange Commission or the guidelines established by the American
Institute of Certified Public Accountants regarding projections
or forecasts. The projections do not purport to present the
Companys financial condition in accordance with accounting
principles generally accepted in the United States. The Companys
independent accountants have not examined, compiled or otherwise
applied procedures to the projections and, accordingly, do not
express an opinion or any other form of assurance with respect to
the projections. The inclusion of the projections therein should
not be regarded as an indication that the Company or its
affiliates or representatives consider the projections to be a
reliable prediction of future events, and the projections should
not be relied upon as such. Neither the Company nor any of its
affiliates or representatives has made or makes any
representation to any person regarding the ultimate outcome of
the financial reorganization of the Company compared to the
projections, and none of them undertakes any obligation to
publicly update the projections to reflect circumstances existing
after the date when the projections were made or to reflect the
occurrence of future events, even in the event that any or all of
the assumptions underlying the projections are shown to be in
error. For additional information on factors that may cause
actual future financial results to vary materially from the
information presented herein, see the section entitled Cautionary
Note Regarding Forward-Looking Statements below and the risk
factors set forth in the Disclosure Statement.

Item 9.01 Financial Statements and Exhibits

(d) The following exhibits are filed herewith.

Cautionary Note Regarding Forward Looking
Statements

Information provided and statements contained in this Current
Report on Form 8-K or the Exhibits hereto that are not purely
historical are forward-looking statements within the meaning of
Section 27A of the Securities Act of 1933, as amended (Securities
Act), Section 21E of the Securities Exchange Act of 1934, as
amended (Exchange Act), and the Private Securities Litigation
Reform Act of 1995. Such forward-looking statements only speak as
of the date of this release and the Company assumes no obligation
to update the information included in this release. Such
forward-looking statements include information concerning our
possible or assumed future results of operations, including
descriptions of our business strategy, and the cost savings and
other benefits that we expect to achieve from our restructuring
changes. These statements often include words such as believe,
expect, anticipate, intend, predict, plan, should, or similar
expressions. These statements are not guarantees of performance
or results, and they involve risks, uncertainties, and
assumptions. 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. These factors
include or relate to: our ability to obtain sufficient
acceptances in connection with our solicitation of debt holder
support; our ability to obtain the bankruptcy courts approval
with respect to motions or other requests made in any necessary
chapter 11 case, including maintaining strategic control as
debtor-in-possession; our ability to confirm and consummate a
chapter 11 plan of reorganization in any necessary chapter 11
case; the effects of the filing of any necessary chapter 11 case
on our business and the interests of various constituents; the
bankruptcy courts rulings in any necessary chapter 11 case, as
well the outcome of any such case in general; the length of time
that we may operate under any necessary chapter 11 protection and
the continued availability of operating capital during the
pendency of any necessary chapter 11 case; risks associated with
third party motions or objections in any necessary chapter 11
case, which may interfere with our ability to confirm and
consummate a chapter 11 plan of reorganization; the potential
adverse effects of any necessary chapter 11 case on our liquidity
or results of operations; our ability to execute the Companys
business and financial reorganization plan; and increased
advisory costs to execute our reorganization. Other factors
include our ability to effectively manage our operational
initiatives and restructuring activities, the impact of
volatility of metals prices, the cyclical and seasonal aspects of
our business, our ability to effectively manage inventory levels,
our ability to successfully complete the remaining steps in our
strategic refinancing process, and the impact of our substantial
level of indebtedness, as well as including those risk factors
identified in our Annual Report on Form 10-K for the fiscal year
ended December 31, 2016 , our Current Report on Form 8-K filed
April 7, 2017, and our Quarterly Report on Form 10-Q for the
first quarter ended March 31, 2017, which we expect to file
shortly. All future written and oral forward-looking statements
by us or persons acting on our behalf are expressly qualified in
their entirety by the cautionary statements contained or referred
to above. Except as required by the federal securities laws, we
do not have any obligations or intention to release publicly any
revisions to any forward-looking statements to reflect events or
circumstances in the future, to reflect the occurrence of
unanticipated events or for any other reason.

About A. M. CASTLE & CO. (OTCMKTS:CASL)

A. M. Castle & Co. is a specialty metals distribution company. The Company operates through two segments: Metal and Plastics. In its Metals segment, the Company focuses on distributing engineered specialty grades and alloys of metals, as well as providing specialized processing services. Its products include alloy, aluminum, nickel, stainless steel, carbon and titanium. Inventories of these products assume various forms, such as plate, sheet, extrusions, round bar, hexagon bar, square and flat bar, tubing and coil. The Company’s Plastics segment includes its subsidiary, Total Plastics, Inc. (TPI). The Plastics segment stocks and distributes a range of plastics in forms that include plate, rod, tube, clear sheet, tape, gaskets and fittings. Processing activities within this segment include cut-to-length, cut-to-shape, bending and forming according to customer specifications. The Company distributes and performs processing on both metals and plastics.

A. M. CASTLE & CO. (OTCMKTS:CASL) Recent Trading Information

A. M. CASTLE & CO. (OTCMKTS:CASL) closed its last trading session down -0.015 at 0.120 with 674,013 shares trading hands.