-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, F9mHqrj1YfpAVzHxHLr+IY4iCe7h8/gVWgODeF4L8DwdHPvN5s6I76Ek+VypOP/6 p1YJjbO+5FjGwQIBfiaCGg== 0000899243-00-000740.txt : 20000403 0000899243-00-000740.hdr.sgml : 20000403 ACCESSION NUMBER: 0000899243-00-000740 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20000331 GROUP MEMBERS: BRADLEY CHARLES E JR GROUP MEMBERS: CHARLES E. BRADLEY, SR. GROUP MEMBERS: CHARLES E. BRADLEY, SR. FAMILY LIMITED PARTNERSHIP GROUP MEMBERS: JOHN G. POOLE GROUP MEMBERS: JOHN GRIER POOLE FAMILY LIMITED PARTNERSHIP GROUP MEMBERS: KIMBALL J. BRADLEY SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: REUNION INDUSTRIES INC CENTRAL INDEX KEY: 0001003429 STANDARD INDUSTRIAL CLASSIFICATION: PLASTICS PRODUCTS, NEC [3089] IRS NUMBER: 061439715 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: SEC FILE NUMBER: 005-54241 FILM NUMBER: 591784 BUSINESS ADDRESS: STREET 1: ONE STAMFORD LANDING STREET 2: 62 SOUTHFIELD AVE CITY: STAMFORD STATE: CT ZIP: 06902 BUSINESS PHONE: 2033248858 MAIL ADDRESS: STREET 1: ONE STAMFORD LANDING STREET 2: 62 SOUTHFIELD AVE CITY: STAMFORD STATE: CT ZIP: 06902 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: BRADLEY CHARLES E JR CENTRAL INDEX KEY: 0001028860 STANDARD INDUSTRIAL CLASSIFICATION: [] FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 2 ADA CITY: IRVINE STATE: CA ZIP: 92618 BUSINESS PHONE: 7147536800 MAIL ADDRESS: STREET 1: 2 ADA CITY: IRVINE STATE: CA ZIP: 92618 SC 13D/A 1 AMENDMENT #4 TO SCHEDULE 13D SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 AMENDMENT NO. 4 TO SCHEDULE 13D Under the Securities Exchange Act of 1934 REUNION INDUSTRIES, INC. (formerly Reunion Resources Company) (Name of Issuer) COMMON STOCK, PAR VALUE $.01 PER SHARE (Title of Class of Securities) 761312-10-7 (formerly 761314-10-3) (CUSIP Number) BRIAN D. BEGLIN, ESQ. RICHARDS & O'NEIL, LLP 885 THIRD AVENUE NEW YORK, NEW YORK 10022 (212) 207-1200 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) MARCH 16, 2000 (Date of Event which Requires Filing of this Statement) If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(b)(3) or (4), check the following box [_]. Page 1 OF 23 Pages SCHEDULE 13D CUSIP NO.761312-10-7 ----------- - ------------------------------------------------------------------------------ NAME OF REPORTING PERSONS 1 CHARLES E. BRADLEY, SR. - ------------------------------------------------------------------------------ CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) 2 (a) [X] (b) [_] - ------------------------------------------------------------------------------ SEC USE ONLY 3 - ------------------------------------------------------------------------------ SOURCE OF FUNDS (See Instructions) 4 OO - ------------------------------------------------------------------------------ CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [_] 5 - ------------------------------------------------------------------------------ CITIZENSHIP OR PLACE OF ORGANIZATION 6 United States - ------------------------------------------------------------------------------ SOLE VOTING POWER 7 NUMBER OF 100,804 SHARES ----------------------------------------------------------- SHARED VOTING POWER BENEFICIALLY 8 NONE OWNED BY ----------------------------------------------------------- EACH SOLE DISPOSITIVE POWER 9 REPORTING 100,804 PERSON ----------------------------------------------------------- SHARED DISPOSITIVE POWER WITH 10 NONE - ------------------------------------------------------------------------------ AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 11 4,607,631 - ------------------------------------------------------------------------------ CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES 12 (See Instructions) [_] - ------------------------------------------------------------------------------ Page 1 of 23 Pages - ------------------------------------------------------------------------------ PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 13 38.3% - ------------------------------------------------------------------------------ TYPE OF REPORTING PERSON (See Instructions) 14 IN - ------------------------------------------------------------------------------ Page 2 of 23 Pages SCHEDULE 13D ------------ CUSIP NO.761312-10-7 ----------- - ------------------------------------------------------------------------------ NAME OF REPORTING PERSONS 1 JOHN G. POOLE - ------------------------------------------------------------------------------ CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) 2 (a) [X] (b) [_] - ------------------------------------------------------------------------------ SEC USE ONLY 3 - ------------------------------------------------------------------------------ SOURCE OF FUNDS (See Instructions) 4 OO - ------------------------------------------------------------------------------ CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [_] 5 - ------------------------------------------------------------------------------ CITIZENSHIP OR PLACE OF ORGANIZATION 6 United States - ------------------------------------------------------------------------------ SOLE VOTING POWER 7 NUMBER OF 153,187 SHARES ----------------------------------------------------------- SHARED VOTING POWER BENEFICIALLY 8 1,446,605 OWNED BY ----------------------------------------------------------- EACH SOLE DISPOSITIVE POWER 9 REPORTING 18,333 PERSON ----------------------------------------------------------- SHARED DISPOSITIVE POWER WITH 10 1,581,459 - ------------------------------------------------------------------------------ AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 11 1,599,792 - ------------------------------------------------------------------------------ CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES 12 (See Instructions) [_] - ------------------------------------------------------------------------------ Page 3 of 23 Pages - ------------------------------------------------------------------------------ PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 13 13.3% - ------------------------------------------------------------------------------ TYPE OF REPORTING PERSON (See Instructions) 14 IN - ------------------------------------------------------------------------------ Page 4 of 23 Pages SCHEDULE 13D ------------ CUSIP NO. 761312-10-7 ------------ - ------------------------------------------------------------------------------ NAMES OF REPORTING PERSONS 1 CHARLES E. BRADLEY, SR. FAMILY LIMITED PARTNERSHIP - ------------------------------------------------------------------------------ CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) 2 (a) [X] (b) [_] - ------------------------------------------------------------------------------ SEC USE ONLY 3 - ------------------------------------------------------------------------------ SOURCE OF FUNDS (See Instructions) 4 OO - ------------------------------------------------------------------------------ CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [_] 5 - ------------------------------------------------------------------------------ CITIZENSHIP OR PLACE OF ORGANIZATION 6 Connecticut - ------------------------------------------------------------------------------ SOLE VOTING POWER 7 NUMBER OF None SHARES ----------------------------------------------------------- SHARED VOTING POWER BENEFICIALLY 8 OWNED BY 4,506,827 ----------------------------------------------------------- EACH SOLE DISPOSITIVE POWER 9 REPORTING None PERSON ----------------------------------------------------------- SHARED DISPOSITIVE POWER WITH 10 4,506,827 - ------------------------------------------------------------------------------ AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 11 4,506,827 - ------------------------------------------------------------------------------ CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES 12 (See Instructions) [_] - ------------------------------------------------------------------------------ Page 5 of 23 Pages PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 13 37.6% - ------------------------------------------------------------------------------ TYPE OF REPORTING PERSON (See Instructions) 14 PN Page 6 of 23 Pages SCHEDULE 13D ------------ CUSIP NO. 761312-10-7 ------------ - ------------------------------------------------------------------------------ NAME OF REPORTING PERSONS 1 JOHN GRIER POOLE FAMILY LIMITED PARTNERSHIP - ------------------------------------------------------------------------------ CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) 2 (a) [X] (b) [_] - ------------------------------------------------------------------------------ SEC USE ONLY 3 - ------------------------------------------------------------------------------ SOURCE OF FUNDS (See Instructions) 4 OO - ------------------------------------------------------------------------------ CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [_] 5 - ------------------------------------------------------------------------------ CITIZENSHIP OR PLACE OF ORGANIZATION 6 United States - ------------------------------------------------------------------------------ SOLE VOTING POWER 7 NUMBER OF None SHARES ----------------------------------------------------------- SHARED VOTING POWER BENEFICIALLY 8 OWNED BY 1,446,605 ----------------------------------------------------------- EACH SOLE DISPOSITIVE POWER 9 REPORTING None PERSON ----------------------------------------------------------- SHARED DISPOSITIVE POWER WITH 10 1,446,605 - ------------------------------------------------------------------------------ AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 11 1,446,605 - ------------------------------------------------------------------------------ CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES 12 (See Instructions) [_] - ------------------------------------------------------------------------------ Page 7 of 23 Pages PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 13 12.1% - ------------------------------------------------------------------------------ TYPE OF REPORTING PERSON (See Instructions) 14 IN - ------------------------------------------------------------------------------ Page 8 of 23 Pages SCHEDULE 13D ------------ CUSIP NO.761312-10-7 ----------- - ---------------------------------------------------------------------------- (1) NAME OF REPORTING PERSONS KIMBALL J. BRADLEY - ---------------------------------------------------------------------------- (2) CHECK THE APPROPRIATE BOX IF A MEMBER (a) [X] OF A GROUP (see instructions) (b) [_] - ---------------------------------------------------------------------------- (3) SEC USE ONLY - ---------------------------------------------------------------------------- (4) SOURCE OF FUNDS (see instructions) OO - ---------------------------------------------------------------------------- (5) CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [_] - ---------------------------------------------------------------------------- (6) CITIZENSHIP OR PLACE OF ORGANIZATION United States - ---------------------------------------------------------------------------- SOLE VOTING POWER (7) NUMBER OF 786,789 SHARES ---------------------------------------------------------- BENEFICIALLY (8) SHARED VOTING POWER OWNED BY 4,506,827 EACH ---------------------------------------------------------- REPORTING (9) SOLE DISPOSITIVE POWER PERSON 786,789 ---------------------------------------------------------- WITH (10) SHARED DISPOSITIVE POWER 4,506,827 - ---------------------------------------------------------------------------- (11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 5,293,616 - ---------------------------------------------------------------------------- (12) CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see instructions) [_] ---------------------------------------------------------------------------- Page 9 of 23 Pages - -------------------------------------------------------------------------- (13) Percent of class represented by amount in Row (11) 44.1% - -------------------------------------------------------------------------- (14) Type of reporting person (see instructions) IN - -------------------------------------------------------------------------- Page 10 of 23 Pages REUNION INDUSTRIES, INC. SCHEDULE 13D AMENDMENT NO. 4 This Amendment No. 4 ("Amendment No. 4") amends a Statement on Schedule 13D (the "Schedule 13D"), dated as of June 28, 1995 and filed by Chatwins Group, Inc., a Delaware corporation ("Chatwins"), as amended by an Amendment No. 1, dated as of June 25, 1998 ("Amendment No. 1"), an Amendment No. 2, dated as of March 30, 1999 ("Amendment No. 2") and an Amendment No. 3, dated as of July 30, 1999 ("Amendment No. 3"). This Amendment No. 4 amends Items 2, 3, 4, 5, 6 and 7 of the Schedule 13D. Item 1 is not amended hereby. Capitalized terms used in this Amendment No. 4 not otherwise defined herein shall have the meanings ascribed to such terms in the Schedule 13D, Amendment No. 1, Amendment No. 2 and Amendment No. 3. Item 2. Identity and Background. ----------------------- Item 2 of the Schedule 13D is hereby amended and restated as follows: This Statement is being filed on behalf of the following persons: 1. Charles E. Bradley, Sr. ----------------------- Charles E. Bradley, Sr. ("Mr. Bradley") is the Chairman of the Board, Chief Executive Officer and a Director of the Company and President of Stanwich Partners, Inc. Mr. Bradley's business address is c/o Stanwich Partners, Inc. One Stamford Landing, 62 Southfield Avenue, Stamford Connecticut 06902. Mr. Bradley is a citizen of the United States. During the last five years Mr. Bradley has not been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) and has not been a 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. 2. John G. Poole. -------------- John G. Poole ("Mr. Poole") is a Director of the Company and a Vice President and Director of Stanwich Partners, Inc. Mr. Poole's business address is c/o Stanwich Partners, Inc. One Stamford Landing, 62 Southfield Avenue, Stamford Connecticut 06902. Mr. Poole is a citizen of the United States. During the last five years Mr. Poole has not been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) and has not been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was Page 11 of 23 Pages 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. 3. Charles E. Bradley, Sr. Family Limited Partnership. --------------------------------------------------- The Charles E. Bradley, Sr. Family Limited Partnership (the "Bradley FLP") is a Connecticut limited partnership. The principal activities of the Bradley FLP are to manage and invest the assets held by the partnership. The principal business address of the Bradley FLP is One Stamford Landing, 62 Southfield Avenue, Stamford Connecticut 06902. Mr. Bradley is the sole general partner of the Bradley FLP. During the last five years neither the Bradley FLP nor Mr. Bradley as its general partner have been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or have been a 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. 4. Kimball J. Bradley ------------------ Kimball J. Bradley ("Mr. K.J. Bradley") is the Executive Vice President of Operations and a Director of the Company. Mr. K.J. Bradley's business address is 300 Weyman Plaza, Suite 340, Pittsburgh, Pennsylvania, 15236. Mr. K.J. Bradley is a citizen of the United States. During the last five years Mr. K.J. Bradley has not been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) and has not been a 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. 5. John Grier Poole Family Limited Partnership ------------------------------------------- The John Grier Poole Family Limited Partnership (the "Poole FLP") is a Connecticut limited partnership. The principal activities of the Poole FLP are to manage and invest the assets held by the partnership. The business address of the Poole FLP is One Stamford Landing, 62 Southfield Avenue, Stamford, Connecticut 06902. Mr. Poole is the sole general partner of the Poole FLP. During the last five years, neither the Poole FLP nor Mr. Poole as its general partner have been convicted in a criminal proceeding (excluding traffic violations or similar Page 12 of 23 Pages misdemeanors) and have been a 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. Item 3. Source and Amount of Funds or Other Consideration. ------------------------------------------------- Item 3 of the Schedule 13D is hereby amended and restated as follows: On March 16, 2000, Chatwins merged with and into the Company with the Company as the surviving corporation (the "Merger") pursuant to the terms and conditions of the Amended and Restated Merger Agreement dated as of July 30, 1999, between the Company and Chatwins (the "Amended and Restated Merger Agreement"). A copy of the Amended and Restated Merger Agreement is attached hereto as Exhibit 1 and is hereby incorporated by reference. At the effective time of the Merger, each share of common stock of Chatwins theretofore issued and outstanding and held by the stockholders of Chatwins was converted into the right to receive a number of shares of Common Stock of the Company determined in the manner set forth in the Amended and Restated Merger Agreement, plus cash in lieu of any fractional share interests. The aggregate number of shares of the Company's common stock that was issued to Chatwins stockholders in connection with the Merger was 9,500,000 shares plus up to an additional 500,000 shares if certain business units achieve specified performance goals in 2000. The Company's Certificate of Incorporation and By-Laws are the certificate of incorporation and by-laws of the combined company following the Merger. The Company's Board of Directors at the effective time of the Merger consists of the persons serving on the Company's Board of Directors immediately prior to the Merger and was increased by two additional directors, Mr. Joseph C. Lawyer, President and Chief Operating Officer of the Company, and Mr. Kimball J. Bradley, Executive Vice President of Operations of the Company. The Company's executive officers at the effective time of the Merger consists of those persons named on Schedule 2.3 to the Amended and Restated Merger Agreement, a copy of which is attached hereto as Exhibit 2. On November 12, 1999, the Company filed Post-Effective Amendment No. 6 to a Registration Statement on Form S-4 with the Securities and Exchange Commission relating to the issuance of shares of Common Stock in connection with the Merger and the solicitation of votes by the stockholders of the Company with respect to the Merger. This amended registration statement became effective on November 12, 1999. Page 13 of 23 Pages Item 4. Purpose of the Transaction. -------------------------- Item 4 of the Schedule 13D is hereby amended and restated as follows: The information set forth in Item 3 is incorporated herein by reference. Item 5. Interest in Securities of the Issuer. ------------------------------------ Item 5 of the Schedule 13D is hereby amended and restated as follows: (a) Upon effectiveness of the Merger, the Bradley FLP acquired as a result of its ownership of shares of common stock of Chatwins, 4,506,827 shares of Common Stock of the Company. Accordingly, the Bradley FLP owns, in the aggregate, 4,506,827 shares of Common Stock of the Company, or approximately 37.6% of the 11,990,109 shares of the Common Stock of the Company outstanding as of the effectiveness of the Merger (the "Merger Outstanding Common Stock"). Mr. Bradley is the general partner of the Bradley FLP and manages the business and affairs of the Bradley FLP. Therefore, Mr. Bradley may be deemed to beneficially own the same 4,506,827 shares of Common Stock held by the Bradley FLP. Upon effectiveness of the Merger, Mr. Bradley individually acquired in the Merger as a result of his ownership of shares of common stock of Chatwins 64,871 shares of Common Stock of the Company. In addition, Mr. Bradley is deemed to beneficially own 35,933 shares of Common Stock of the Company by virtue of options to purchase 35,933 shares of Common Stock of the Company that are exercisable within 60 days. Accordingly, Mr. Bradley may be deemed to own, in the aggregate, 4,607,631 shares of Common Stock, or approximately 38.3% of the sum of the Merger Outstanding Common Stock of the Company plus 35,933 shares represented by Mr. Bradley's options. Upon effectiveness of the Merger, Mr. K.J. Bradley became the person designated by the Bradley FLP to vote the shares held by the Bradley FLP and, therefore, may be deemed to beneficially own the same 4,506,827 shares of the Common Stock of the Company that are held by the Bradley FLP. Mr. K.J. Bradley individually acquired in the Merger as a result of his ownership of shares of common stock of Chatwins 778,456 shares of Common Stock of the Company. In addition, Mr. K.J Bradley is deemed to beneficially own 8,333 shares of Common Stock of the Company by virtue of options to purchase 8,333 shares of Common Stock of the Company that are exercisable within 60 days. Accordingly, Mr. K.J. Bradley may be deemed to own, in the aggregate, 5,293,616 shares of Common Stock, or approximately 44.1% of the Merger Outstanding Common Stock plus 8,333 shares represented by Mr. K.J. Bradley's options. Upon the effectiveness of the Merger, the Poole FLP acquired in the Merger as a result of its ownership of shares of common stock of Chatwins 1,446,605 shares of Common Page 14 of 23 Pages Stock. Accordingly, the Poole FLP owns, in the aggregate, 1,446,605 shares of Common Stock, or approximately 12.1% of the Merger Outstanding Common Stock. Mr. Poole is the general partner of the Poole FLP and manages the business and affairs of the Poole FLP. Therefore, Mr. Poole may be deemed to beneficially own the same 1,446,605 shares of Common Stock that are held by the Poole FLP. The Donald W. Poole, Jr. Credit Shelter Trust FBO Donald W. Poole, III (the "Poole Trust I") acquired in the Merger as a result of its ownership of the shares of common stock of Chatwins 67,427 shares of Common Stock. The Donald W. Poole, Jr. Credit Shelter Trust FBO Benjamin B. Poole, (the "Poole Trust II") acquired in the Merger as a result of its ownership of shares of common stock of Chatwins 67,427 shares of Common Stock. As the trustee of the Poole Trust I and the Poole Trust II, Mr. Poole may be deemed to beneficially own 134,854 shares of Common Stock that are held by the Poole Trust I and the Poole Trust II. In addition, Mr. Poole is deemed to beneficially own 18,333 shares of Common Stock by virtue of options to purchase 18,333 shares of Common Stock that are exercisable within 60 days. Accordingly, Mr. Poole may be deemed to own, in the aggregate, 1,599,792 shares of Common Stock, or approximately 13.3% of the sum of the Merger Outstanding Common Stock plus 18,333 shares of Common Stock represented by Mr. Poole's options. (b) The Bradley FLP and Mr. Bradley may be deemed to share the power to dispose or to direct the disposition of the 4,506,827 shares of Common Stock of the Company held by the Bradley FLP. The Bradley FLP's power to dispose of these shares is based upon its record ownership of these shares. Mr. Bradley's power to direct the disposition of these shares is based upon his right as general partner of the Bradley FLP to manage the business and affairs of the Bradley FLP. The Bradley FLP and Mr. K.J. Bradley may be deemed to share the power to vote the 4,506,827 shares held by the Bradley FLP based upon (i) the Bradley FLP's record ownership of the shares and (ii) Mr. K.J. Bradley's designation by the Bradley FLP as the person to vote these shares. Mr. Bradley has the sole power to dispose of and the sole power to vote the 100,804 shares of Common Stock of the Company held by Mr. Bradley based upon his record ownership of 64,871 shares of Common Stock of the Company and by virtue of options to purchase 35,933 shares of Common Stock of the Company. Mr. K.J. Bradley has the sole power to dispose of and the sole power to vote the 786,789 shares of Common Stock of the Company held by Mr. K.J. Bradley based upon his record ownership of 778,456 shares of Common Stock of the Company and by virtue of options to purchase 8,333 shares of Common Stock of the Company. The Poole FLP and Mr. Poole may be deemed to share the power to dispose or to direct the disposition and the power to vote or direct the vote of the 1,446,605 shares of Common Stock of the Company held by the Poole FLP. The Poole FLP's power to dispose of and power to vote these shares is based upon its record ownership of these shares. Mr. Poole's power to Page 15 of 23 Pages direct the disposition of and power to direct the vote of these shares is based upon his right as general partner of the Poole FLP to manage the business and affairs of the Poole FLP. Mr. Poole has the sole power to vote the 134,854 shares of Common Stock of the Company held by the Poole Trust I and the Poole Truste II based upon his rights as the trustee of the Poole Trust I and the Poole Trust II to vote these shares. Mr. Poole shares the power to dispose of the 134,854 shares of Common Stock held by the Poole Trust I and the Poole Trust II with the grantors and the trust beneficiaries of the Poole Trust I and the Poole Trust II. Mr. Poole has the sole power to dispose of and the sole power to vote the 18,333 shares of Common Stock of the Company by virtue of options to purchase 18,333 shares of Common Stock of the Company. (c) None (d) None (e) Not Applicable Item 6. Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer. ----------------------------------------------- Item 6 of the Schedule 13D is hereby amended by adding the following at the beginning thereof: The information set forth in Item 3 is hereby incorporated by reference. Item 7. Material to be Filed as Exhibits. ----------------------------------- Item 7 is hereby amended by adding the following at the beginning thereof: 1. Joint Filing Agreement among Chatwins, Stanwich, the Bradley FLP, Mr. Bradley, Mr. K.J. Bradley, the Poole FLP and Mr. Poole. 2. Amended and Restated Merger Agreement, dated as of July 28, 1999, between the Company and Chatwins.* 3. Schedule 2.3 to Amended and Restated Merger Agreement.* * Incorporated by reference to Amendment No. 3 filed as of July 30, 1999. Page 16 of 23 Pages Signatures ---------- After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this Statement is true, complete and correct. Dated: March 31, 2000 CHARLES E. BRADLEY, SR. FAMILY LIMITED PARTNERSHIP By:/s/ Charles E. Bradley, Sr. ---------------------------------- Charles E. Bradley, Sr. General Partner /s/ Charles E. Bradley, Sr. -------------------------------------- Charles E. Bradley, Sr. JOHN GRIER FAMILY LIMITED PARTNERSHIP By: /s/ John G. Poole --------------------------------- John G. Poole General Partner /s/ John G. Poole -------------------------------------- John G. Poole /s/ Kimball J. Bradley -------------------------------------- Kimball J. Bradley Page 17 of 23 Pages EX-99.1 2 JOINT FILING AGREEMENT EXHIBIT 1 JOINT FILING AGREEMENT This will confirm the agreement by and among all the undersigned that the Schedule 13D filed on or about this date (the "Schedule 13D") with respect to the beneficial ownership by the undersigned of shares of common stock, par value $.01 per share, of Reunion Industries, Inc., a Delaware corporation, is being, and any and all amendments thereto may be, filed on behalf of each of the undersigned. The undersigned hereby constitute and appoint Charles E. Bradley, Sr. their true and lawful attorney-in-fact and agent with full power of substitution and resubstitution, for them and in their names, places and steads, in any and all capacities, to sign any and all amendments to the Schedule 13D, and to file the same and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agent full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as they might or could do in person, hereby ratifying and confirming said attorney-in-fact and agent, or his substitute, may lawfully do or cause to be done, or have done or caused to be done prior to this date, by virtue hereof. This Agreement may be executed in two or more counterparts, each of which will be deemed an original, but all of which together shall constitute one and the same instrument. Dated: March 31, 2000 CHARLES E. BRADLEY, SR. FAMILY LIMITED PARTNERSHIP By: /s/ Charles E. Bradley, Sr. ---------------------------------- Charles E. Bradley, Sr. General Partner /s/ Charles E. Bradley, Sr. --------------------------------------- Charles E. Bradley, Sr. Page 18 of 23 Pages JOHN GRIER FAMILY LIMITED PARTNERSHIP By: /s/ John G. Poole --------------------------------- John G. Poole General Partner /s/ John G. Poole ------------------------------------ John G. Poole /s/ Kimball J. Bradley ------------------------------------ Kimball J. Bradley Page 19 of 23 Pages -----END PRIVACY-ENHANCED MESSAGE-----