<PAGE>
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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) October 17, 1996
REUNION INDUSTRIES, INC.
(Exact name of registrant as specified in its charter)
Delaware
(State or other jurisdiction of incorporation)
1-7726 06-1439715
(Commission File Number) (IRS Employer Identification No.)
62 Southfield Avenue
One Stamford Landing
Stamford, CT 06902 06902
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (203) 324-8858
Not Applicable
(Former name or former address, if changed since last report)
<PAGE>
ITEM 5. OTHER EVENTS
On October 21, 1996, Reunion Industries, Inc. ("Reunion"), through its
indirect 100% subsidiary DPL Acquisition Corp. ("DPLAC"), acquired a 27.5%
interest in Data Packaging Limited ("DPL") for a cash payment of $700,000
pursuant to a Share Purchase Agreement entered into on October 17, 1996.
Reunion, through DPLAC, also entered into an agreement, dated as of October 17,
1996, to acquire, subject to certain lender consents, an additional 68% interest
in DPL for $2.8 million, payable in cash of $1.05 million and an unsecured $1.75
million 10% three year note.
DPL, headquartered in Mullingar, Ireland, is a custom injection molder
serving customers in the computer and business equipment industries. DPL's
revenues and operating profit for the fiscal year ended April 30, 1996 were
approximately $15.1 million and $0.9 million, respectively. Management of
Reunion believes that the acquisition of DPL will further the Company's
objective of increasing its customer base and expanding its product offerings
and service capabilities in the plastics industry through acquisitions.
Reunion's October 21, 1996 press release concerning this matter is attached
hereto as an exhibit and incorporated herein by reference. The description
herein (including in such press release) of the transactions covered by the
Agreements is qualified in its entirety by reference thereto which also are
attached as exhibits to this Form 8-K.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
(a) Financial Statements of Businesses Acquired. Not applicable.
(b) Pro Forma Financial Information. Not applicable.
(c) Exhibits
2.1 Share Purchase Agreement dated October 17, 1996 between Allied
Irish Banks Holdings and Investments Limited and DPL Acquisition
Corp. (filed herewith).
2.2 Stock Purchase Agreement dated as of October 17, 1996 among Frank
J. Guzikowski, DPL Acquisition Corp., Reunion Industries, Inc.,
Data Packaging International, Inc. and DPL Holdings, Inc. (filed
herewith).
99 Press Release of Reunion Industries, Inc. Dated October 21, 1996
(filed herewith).
-2-
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
October 31, 1996 REUNION INDUSTRIES, INC.
By:
---------------------
Richard L. Evans
Executive Vice President
-3-
<PAGE>
EXHIBIT 2.1
ALLIED IRISH BANKS (HOLDINGS & INVESTMENTS) LIMITED
AND
DPL ACQUISITION CORP.
---------------------------
SHARE PURCHASE AGREEMENT
---------------------------
Arthur Cox,
Solicitors,
41/45 St Stephen's Green,
Dublin 2.
MKS007/MS/cc 17.10.96
<PAGE>
CONTENTS
CLAUSE PAGE
1. Definitions and Interpretation.........................................1
2. Sale and Purchase of Shares............................................2
3. Representations, Warranties and Acknowledgements.......................2
4. Conditions Precedent...................................................3
5. Completion.............................................................4
6. Indemnity..............................................................5
7. General Provisions.....................................................5
8. Governing Law and Jurisdiction.........................................5
SCHEDULE - The Shares......................................................6
Signing Page...............................................................7
<PAGE>
THIS AGREEMENT is made the 17th day of October 1996 BETWEEN:
ALLIED IRISH BANKS (HOLDINGS & INVESTMENTS LIMITED having its registered office
at Bankcentre, Ballsbridge, Dublin 4 (hereinafter called the "Vendor");
AND
DPL ACQUISITION CORP. having its registered office at C/O Reunion Industries,
Inc., 1 Stamford Landing, 62 Southfield Avenue, Stamford, Connecticut 06902,
U.S.A. (hereinafter called the "Purchaser")
WHEREAS:-
A. The Vendor is the beneficial owner of all of the Shares and is the
registered owner of 3,639 of the Shares, the remaining 3 Shares (the
"Nominee Shares") being registered in the names of C.F. Alex Cooper,
William Morgan and Barry W. Pitcher respectively, as nominees on behalf
of the Vendor.
B. The Vendor has agreed to sell and the Purchaser has agreed to purchase
all the Shares on the subject to the terms of this Agreement.
NOW IT IS HEREBY AGREED as follows:-
1. DEFINITIONS AND INTERPRETATION
1.1 DEFINITIONS.
In this Agreement the following expressions shall unless the
context otherwise requires have the following meaning:-
(a) "Board", the board of directors of the Company.
(b) "Company" means Data Packaging Limited, a company
registered in Bermuda, whose registered office is at
Clarendon House, Church Street, Hamilton HM CX, Bermuda.
(c) "Completion", completion of the purchase and sale of the
Shares provided for in this Agreement in accordance with
the provisions of Clause 5 hereof.
(d) "Shares" means all of the class A common shares in the
Company, details of which are set out in the Schedule.
1.2 CAPTIONS.
The captions to the clauses of this Agreement are inserted for
convenience of reference only and shall not be considered a part
of or affect the construction or interpretation of this
Agreement.
<PAGE>
2
2. SALE AND PURCHASE OF SHARES
2.1 SALE AND PURCHASE.
On and subject to the terms of this Agreement, the Vendor shall
sell and the Purchaser shall purchase the Shares with effect
from the date of Completion free from all liens, charges,
equities, claims, options, restrictions or encumbrances and with
the benefit of all rights and advantages now or hereafter
belonging or accruing to the Shares.
2.2 CONSIDERATION.
The consideration for the sale and purchase of the Shares shall
be the sum of US$700,000 and shall be payable in cash on the
date of Completion to the account of the Vendor at AIB Capital
Markets, Account No. 16573295, Sort Code 93-00-67. The Vendor
shall, upon receipt of the consideration, issue a receipt in
respect of same to the Purchaser.
3. REPRESENTATIONS, WARRANTIES AND ACKNOWLEDGEMENTS
3.1 REPRESENTATIONS AND WARRANTIES.
The Vendor represents and warrants to the Purchaser that:-
(a) it is the beneficial owner of the Shares and is the
registered owner of 3,639 of the Shares;
(b) the Nominee Shares are registered in the names of CF
Alex Cooper, William Morgan and Barry W. Pitcher
respectively and are held by them as nominees on behalf
of the Vendor;
(c) it has good marketable title to the Shares free from
mortgages, liens, charges, equities, restrictions,
claims, options or encumbrances of any kind or nature
whatsoever;
(d) it has full corporate power and authority to sell the
Shares to the Purchaser pursuant to this Agreement and
its execution and performance of this Agreement and the
sale of the Shares have been authorised by all necessary
corporate and other necessary acts;
(e) other than the Shares, it does not:
(i) own, either directly or beneficially, any shares
of any kind or class whatsoever in the Company;
and
<PAGE>
3
(ii) have the right to acquire any such shares
pursuant to any option, conversion right,
subscription right, exchange right, pre-emptive
right, agreement or otherwise;
(f) it has obtained all necessary waivers of restrictions on
transfer and all rights of first refusal in respect of
the Shares which may exist in favour of any other person
by virtue of the bye-laws of the Company or the
shareholders' agreement dated 24th April 1987 (as
amended) (the "Shareholders' Agreement") or otherwise in
respect of the sale and purchase of Shares contemplated
by this Agreement;
(g) upon Completion, it will no longer have any rights
under the bye-laws of the Company or the Shareholders'
Agreement.
3.2 OPTION AGREEMENT
The Vendor hereby acknowledges and confirms to the Purchaser
that the rights granted to the Vendor pursuant to a certain
Option Agreement made between AIB Capital Markets plc, DPL
Holdings, Inc, Data Packaging International Inc and the Company
dated 28 June 1991 have been fully exercised and the Option
Agreement is of no further force or effect and that the shares
issued to the Vendor pursuant to such Option Agreement are
included in the Shares being sold pursuant to this Agreement.
4. CONDITIONS PRECEDENT
Completion is conditional upon:
4.1 approval being given by the Board by way of a resolution to
approve the transactions contemplated in this Agreement;
4.2 delivery by the Vendor of a certified copy of a resolution of
its board of directors approving the terms and the entering into
of this Agreement and the transactions contemplated hereunder;
4.3 approval being given by the Bermudan Monetary Authority to the
transactions contemplated in this Agreement;
4.4 delivery by the Vendor to the Purchaser of an original form CG50
issued by the Revenue Commissioners confirming that the
Purchaser is not obliged to make any deduction or withholding on
account of taxes in respect of the consideration being paid by
the Purchaser for the Shares;
4.5 approval being given by AIB Capital Markets plc, ICC Bank plc
and Stanwich Oil and Gas Inc., as lenders to the Company, to the
transactions contemplated in this Agreement;
4.6 approval being given by Forbairt to the transactions
contemplated in this
<PAGE>
4
Agreement;
4.7 confirmation from Forbairt addressed to the Purchaser that upon
Forbairt receiving notice from the Purchaser that the sale and
purchase of the Shares has become unconditional that it shall
release the guarantee dated 13 April, 1989 issued in its favour
by Allied Irish Investment Bank plc.
5. COMPLETION
5.1 COMPLETION.
Subject to the satisfaction (or the waiver by the Purchaser) of
the conditions contained in clause 4, completion shall take
place at the offices of Arthur Cox on 17th October 1996.
5.2 DELIVERY.
(a) The Vendor shall procure that on Completion stock
transfer forms in respect of the Shares (with the
exception of the nominee share held in the name of Mr.
C.F.A. Cooper) in favour of the Purchaser duly executed
by the registered holders of such Shares together with
the relevant share certificates are delivered to the
Purchaser.
(b) On Completion, the Vendor shall procure the delivery to
the Purchaser of written resignations of William Morgan
and Barry W. Pitcher as directors of the Company
together with confirmation that they are retiring
without any claim for compensation for loss of office or
other claim against the Company.
(c) The Company Secretary shall procure the delivery to the
Purchaser of a letter addressed to Mr. C.F.A. Cooper
instructing him to hold his nominee share in the Company
as the Purchaser may direct.
5.3 BOARD MEETING.
The Vendor shall procure that a meeting of the Board is held at
which:-
(a) such persons as the Purchaser may nominate are duly
appointed as directors of the Company;
(b) the said transfers of the Shares are approved for
registration.
5.4 PAYMENT AND RELEASE OF GUARANTEE.
(a) On Completion, following compliance by the Vendor with
the foregoing provisions the Purchaser shall make
payment of the consideration payable for the Shares on
Completion in accordance with clause 2.2 hereof.
<PAGE>
5
(b) On completion the Purchaser shall procure the prompt
release of the guarantee given by Allied Irish
Investment Bank plc referred to in clause 4.7.
6. INDEMNITY
The Vendor shall indemnify the Purchaser (within 7 days of demand being
made upon it) from and against any loss, cost, charge, expense or
liability of any kind incurred by the Purchaser which arises directly or
indirectly as a result of a failure on the part of the Vendor to have
transferred all legal and beneficial interests in the Shares to the
Purchaser, free from any liens, charges, equities, claims, options or
other restrictions or encumbrances and with the benefit of all rights
and advantages now or hereafter belonging or accruing to the Shares. The
Vendor shall pay interest to the Purchaser at a rate which is [four] per
cent over the base rate of Bank of Ireland on all sums demanded under
this clause from the date of demand, or if earlier, the date on which
the relevant loss, cost, charge, expense or liability arose in respect
of which such demand has been made in each case until, but excluding,
the date of actual payment (after as well as before judgment).
7. GENERAL PROVISIONS
7.1 FURTHER ASSURANCE.
The Vendor shall do, execute and perform all such further deeds,
documents, assurances, acts and things as the Purchaser at or
after Completion may reasonably require to give effect to the
terms of this Agreement.
7.2. NOTICES.
Any notice or other communication given by the Vendor or the
Purchaser in respect of or pursuant to this Agreement shall be
in writing and shall be delivered by hand or sent by fax or by
pre-paid post to the address or number set out herein for the
party to whom such notice is addressed or to such other address
or number as such party shall have notified to the other for the
purposes hereof and any such notice shall be deemed to have been
served if delivered by hand at the time of delivery and if sent
by pre-paid post at the expiration of 48 hours after the same
shall have been posted and if sent by telefax at the time of
receipt by the Sender of a confirmatory fax transmission report.
7.3 COUNTERPARTS
This Agreement may be executed in any number of counterparts and
by the different parties hereto in separate counterparts, each
of which when so executed and delivered to any party shall be an
original, but all the counterparts together constitute one and
the same instrument.
<PAGE>
6
8. GOVERNING LAW AND JURISDICTION
This Agreement shall be governed by the laws of Ireland and the parties
hereto submit to the non-exclusive jurisdiction of the courts of
Ireland.
IN WITNESS whereof these presents have been entered into the day and year first
herein written.
<PAGE>
7
SCHEDULE
THE SHARES
<TABLE>
<CAPTION>
<S> <C> <C>
NAME NUMBER OF CLASS A ADDRESS FOR SERVICE
COMMON SHARES HELD
- --------------------------------------------------------------------------------
1. Allied Irish Banks 3,639 Bankcentre
(Holding and Ballsbridge
Investments) Dublin 4
Limited Ireland
Attention: Mr. Don
Coveney / Mr. Billy
Morgan
Fax No: 829 0269
- --------------------------------------------------------------------------------
2. CF Alex Cooper 1 N/A
- --------------------------------------------------------------------------------
3. William Morgan 1 N/A
- --------------------------------------------------------------------------------
4. Barry W. Pitcher 1 N/A
- --------------------------------------------------------------------------------
</TABLE>
<PAGE>
8
SIGNED by
duly authorised on behalf of
ALLIED IRISH BANKS (HOLDING & INVESTMENTS)
LIMITED /s/ Daniel J. Coveney
in the presence of:- ---------------------------
Authorised Signatory
/s/ Rachel McKeeven
Witness: -------------------------------
Address: Bankcentre,
-------------------------------
Ballsbridge,
-------------------------------
Description: Bank Official
-------------------------------
SIGNED BY
duly authorised on behalf of
DPL ACQUISITION CORP. /s/ Richard L. Evans
in the presence of:- ---------------------------
Authorised Signatory
/s/ Mark Koch
Witness: -------------------------------
c/o
Address: Reunion Industries, Inc.
-------------------------------
62 Southfield Ave.
-------------------------------
Stamford, CT 06902
-------------------------------
Description: Assistant Secretary
-------------------------------
<PAGE>
EXHIBIT 2.2
STOCK PURCHASE AGREEMENT
This Agreement dated as of October 17, 1996 is among Frank J. Guzikowski
("SELLER"); DPL Acquisition Corp. ("BUYER"); Reunion Industries, Inc.
("REUNION"); Data Packaging International, Inc. ("DPI") and DPL Holdings, Inc.
("HOLDINGS"). Buyer, Reunion, DPI and Holdings are Delaware corporations.
Recitals:
a. Data Packaging, Ltd. (the "COMPANY") is a Bermuda corporation with a
principal place of business in the Republic of Ireland.
b. DPI is the record or beneficial owner of 6,600 Class B Common Shares of
the Company (the "DPI OWNED SHARES").
c. Holdings is the record or beneficial owner of 2,400 Class B Common
Shares of the Company (the "HOLDINGS OWNED SHARES" and, together with the DPI
Owned Shares, the "DPL SHARES").
d. Holdings is also the record or beneficial owner of 600 Class B Common
Shares of the Company (the "OTHER HOLDINGS OWNED SHARES").
e. Seller has a perfected first priority security interest (the "SECURITY
INTEREST") in the DPL Shares which secures certain indebtedness of DPI and
Holdings to Seller (the "INDEBTEDNESS").
f. One or more events of default have occurred and are continuing under
the agreements and instruments governing the Indebtedness and the Security
Interest (the "DEBT AGREEMENTS"), and the entire amount of the Indebtedness is
currently due and payable.
g. Seller is exercising his rights and remedies as a secured party under
the Debt Agreements, including the right to foreclose upon and sell the DPL
Shares.
h. Seller has the right and power under the Debt Agreements to foreclose
upon the DPL Shares and to sell the DPL Shares as provided in this Agreement.
i. Seller desires to sell the DPL Shares to Buyer, and Buyer desires to
purchase the DPL Shares from Seller, on the terms and conditions hereinafter set
forth.
<PAGE>
NOW THEREFORE, in consideration of the premises, the parties agree as
follows:
Section 1. Sale and Transfer. On the Closing Date (as hereinafter
defined), Seller shall sell, assign and transfer the DPL Shares to Buyer, and
Buyer shall purchase the DPL Shares from Seller, for the consideration set forth
in Section 2. The Seller is not selling the Other Holdings Owned Shares pursuant
to this Agreement.
Section 2. Consideration. The purchase price for the DPL Shares (the
"PURCHASE PRICE") is an amount equal to the sum of (i) Two Million Eight
Hundred Thousand Dollars ($2,800,000) plus (ii) the product of Seven Hundred
Sixty-seven Dollars ($767) multiplied by the number of days elapsed from the
date hereof to the Closing Date (as defined in Section 6). Buyer shall pay such
purchase price to Seller on the Closing Date as follows:
(A) by wire transfer of One Million Fifty Thousand Dollars
($1,050,000) (the "CASH PAYMENT") to Seller's account in accordance with
written wire transfer instructions to be provided to Seller by Buyer not
later than two business days prior to the Closing Date; and
(B) by delivery of Seller's Installment Promissory Note to the Seller
dated the Closing Date in the principal amount equal to the balance of the
Purchase Price (after giving effect to the Cash Payment) (the "NOTE").
The principal of the Note shall (i) be payable in three equal or
approximately equal instalments on January 15, 1998; January 15, 1999 and
January 15, 2000 and (ii) shall bear interest at the annual rate of ten percent
(10%) payable quarterly in arrears beginning on April 15, 1997.
Upon his receipt of the Cash Payment and the Note, the Seller shall
deliver to Buyer an acknowledgment in writing of such receipt by him.
Section 3. Deliveries by Seller. On the Closing Date, Seller shall deliver
to Buyer the stock certificates representing 8,996 of the DPL Shares together
with stock powers or other instruments of transfer, duly executed, to transfer
record and beneficial ownership of the same to Buyer. Four of the DPL Shares
(the "NOMINEE SHARES") are held of record by certain persons (the "NOMINEES"),
as Nominees for DPI. Seller and DPI covenant and agree to cause the Nominees to
execute and deliver to Buyer an acknowledgment in writing that, from and after
the Closing Date, they shall hold the Nominee Shares as nominee for and for the
benefit of Buyer.
Section 4. Reunion's Guaranty. On the Closing Date, Reunion shall deliver
to Seller its Guaranty of Buyer's obligations under the Note.
2
<PAGE>
Section 5. Representations, Warranties and Acknowledgments.
(a) By DPI and Holdings. DPI and Holdings represent, warrant and
acknowledge to Buyer as follows:
(i) The statements made in Recital a. through h. hereof are true and
correct.
(ii) DPI and Holdings have consented to the sale of the DPL Shares
by Seller as provided herein.
(b) By Seller. Seller represents and warrants to Buyer that the statements
made in Recitals e. through h. hereof are true and correct and that he has no
reason to believe that any person or entity, other than Seller, DPI, Holdings
and the Nominees, has any interest of any kind in the DPL Shares immediately
prior to giving effect to the sale thereof pursuant to this Agreement. Except as
set forth in the preceding sentence, Seller makes no representation or warranty
of any kind relating to the Company or the DPL Shares.
(c) By Buyer. Buyer represents, warrants and acknowledges to Seller as
follows:
(i) Buyer (A) is a corporation duly organized, validly existing and
in good standing under Delaware law and (B) has the corporate power to
enter into and perform its obligations under this Agreement and the Note.
(ii) The Board of Directors of Buyer has authorized and approved (A)
the Buyer's execution and delivery of this Agreement and the Note and (B)
the performance of Buyer's obligations hereunder and thereunder.
(iii) Buyer is thoroughly familiar with the business, operations,
ownership and financial condition of the Company by reason of the fact
that the President of Buyer has been a director of the Company for several
years. In connection with the purchase of the DPL Shares, Buyer has relied
solely on information known to him in his capacity as such director and on
information obtained through due diligence conducted by the officers of
Buyer.
(d) By Reunion. Reunion represents and warrants to Seller as follows:
(i) Reunion (A) is a corporation duly organized, validly existing
and in good standing under Delaware law and (B) has the corporate power to
enter into and perform its obligations under this Agreement and the
Guaranty.
(ii) The Board of Directors of Reunion has authorized and approved
(A) Reunion's execution and delivery of this Agreement and the Guaranty
and (B) the performance
3
<PAGE>
of Reunion's obligations hereunder and thereunder.
(iii) Reunion is the indirect owner of 100% of the issued and
outstanding shares of the capital stock of Buyer.
(e) Reaffirmation at Closing. The representations, warranties and
acknowledgments made and given herein shall be deemed made and given again on
the Closing Date.
Section 6. Closing. The closing of the transaction provided for in this
Agreement shall take place on a date (the "CLOSING DATE") which is the next
business day after the date on which DPL receives the consent of Forbairt, an
Irish governmental agency, to the change in control of the Company which will
result from the sale of the DPL Shares provided for in this Agreement.
Alternately, the Closing Date may be such other date as to which the parties may
agree, but not later than January 31, 1997. The closing shall take place at
10:00 a.m., local time, on the Closing Date at Reunion's executive offices as
specified in Section 7(a).
Section 7. Notices. All notices, requests, demands and other
communications hereunder must be in writing and shall be deemed to have been
duly given if delivered by hand or mailed by first class, registered or
certified mail, return receipt requested, postage and registry fees prepaid, and
addressed as follows:
(a) If to Buyer or Reunion, at:
Reunion Industries, Inc.
One Stamford Landing
62 Southfield Avenue
Stamford, CT 06902
Attention: President
(b) If to Seller, at:
Frank J. Guzikowski
1012 Chancery Lane
Nashville, TN 37215
(c) If to DPI or Holdings, at:
c/o The Corporation Trust Company
Corporation Trust Center
1209 Orange Street
Wilmington, Delaware 19801
4
<PAGE>
Section 8. Miscellaneous. This Agreement (i) constitutes the entire
understanding of the parties with respect to the subject matter hereof, (ii) may
not be amended except in writing signed by all parties hereto, (iii) shall
inure to the benefit of the parties hereto and their respective successors,
assigns, heirs and personal representatives, (iv) shall be governed and
construed in accordance with Delaware law without regard to principles of
conflicts of laws and (v) may be executed in multiple counterparts, each of
which shall be deemed to be an original, but all of which taken together shall
constitute one and the same instrument.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the
date first above written.
DPL ACQUISITION CORP. /S/ FRANK J. GUZIKOWSKI
---------------------------------
FRANK J. GUZIKOWSKI
By: /S/ RICHARD L. EVANS
Name: Richard L. Evans
Title: Vice President
DATA PACKAGING INTERNATIONAL, INC. REUNION INDUSTRIES, INC.
By: /S/ JOHN G. POOLE By: /S/ RICHARD L. EVANS
Name: John G. Poole Name: Richard L. Evans
Title: Vice President Title: Vice President
DPL HOLDINGS, INC.
By: /S/ JOHN G. POOLE
Name: John G. Poole
Title: Vice President
5
<PAGE>
EXHIBIT 99
REUNION INDUSTRIES, INC.
FOR INFORMATION CONTACT: FOR IMMEDIATE RELEASE
Richard L. Evans
Chief Financial Officer
203 324-8858
Stamford, Connecticut, October 21, 1996--Reunion Industries, Inc. (NASDAQ-RUNI;
Pacific-RUN) announced today that its subsidiary, Oneida Rostone Corp. ("ORC"),
headquartered in Oneida, New York, has acquired a 27.5% interest in Data
Packaging Limited ("DPL") for a cash payment of $700,000. Reunion also announced
that ORC has entered into an agreement to acquire, subject to certain lender
consents, an additional 68% interest in DPL for $2.8 million, payable in cash of
$1.05 million and an unsecured $1.75 million 10% three year note.
DPL, headquartered in Mullingar, Ireland, is a custom injection molder serving
customers in the computer and business equipment industries. DPL's revenues and
operating profit for the fiscal year ended April 30, 1996 were approximately
$15.1 million and $0.9 million, respectively. This acquisition is a further step
in Reunion's strategy to increase its customer base and expand its product
offerings and service capabilities in the plastics industry through
acquisitions.
Reunion Industries, Inc. is a Stamford, Connecticut based corporation primarily
engaged in manufacturing high volume precision plastic products and providing
engineered plastic services. The Company is also engaged in real estate
development and wine grape agricultural operations in Napa County, California.
###