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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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)
JUNE 14, 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 [ ].
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SCHEDULE 13D
CUSIP NO. 761312-10-7
<TABLE>
<S> <C> <C>
(1) Name of reporting persons........................... CHARLES E. BRADLEY, SR.
(2) Check the appropriate box if a member of a group (a) [X]
(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
Number of shares beneficially owned by each reporting
person with:
(7) Sole voting power................................... 114,605
(8) Shared voting power................................. 2,923,165
(9) Sole dispositive power.............................. 114,605
(10) Shared dispositive power............................ 7,429,992
(11) Aggregate amount beneficially owned by each
reporting person.................................... 7,544,597
(12) Check if the aggregate amount in Row (11) excludes
certain shares (see instructions)................... [ ]
(13) Percent of class represented by amount in Row (11).. 49.4%
(14) Type of reporting person (see instructions)......... IN
</TABLE>
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SCHEDULE 13D
CUSIP NO. 761312-10-7
<TABLE>
<S> <C> <C>
(1) Name of reporting persons........................... CHARLES E. BRADLEY, SR. FAMILY LIMITED
PARTNERSHIP
(2) Check the appropriate box if a member of a group (a) [X]
(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................ Connecticut
Number of shares beneficially owned by each reporting
person with:
(7) Sole voting power................................... None
(8) Shared voting power................................. 4,506,827
(9) Sole dispositive power.............................. None
(10) Shared dispositive power............................ 4,506,827
(11) Aggregate amount beneficially owned by each
reporting person.................................... 4,506,827
(12) Check if the aggregate amount in Row (11) excludes
certain shares (see instructions)................... [ ]
(13) Percent of class represented by amount in Row (11).. 29.6%
(14) Type of reporting person (see instructions)......... PN
</TABLE>
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SCHEDULE 13D
CUSIP NO. 76132-10-7
(15) Name of reporting persons.......................... KIMBALL J. BRADLEY
(16) Check the appropriate box if a member of a group (a) [X]
(see instructions)................................. (b) [ ]
(17) SEC use only.......................................
(18) Source of funds (see instructions)................. OO
(19) Check if disclosure of legal proceedings is
required pursuant to items 2(d) or 2(e)............ [ ]
(20) Citizenship or place of organization............... United States
Number of shares beneficially owned by each reporting
person with:
(21) Sole voting power.................................. 786,790
(22) Shared voting power................................ 4,506,827
(23) Sole dispositive power............................. 786,790
(24) Shared dispositive power........................... 0
(25) Aggregate amount beneficially owned by each
reporting person................................... 5,293,617
(26) Check if the aggregate amount in Row (11) excludes
certain shares (see instructions).................. [ ]
(27) Percent of class represented by amount in Row (11). 34.7%
(28) Type of reporting person (see instructions)........ IN
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SCHEDULE 13D
CUSIP NO. 761312-10-7
REUNION INDUSTRIES, INC. SCHEDULE 13D
This Statement is jointly filed by Mr. Charles E. Bradley, Sr. ("MR.
BRADLEY"), Kimball J. Bradley ("MR. K. BRADLEY") and the Charles E. Bradley
Family Limited Partnership (the "BRADLEY FLP" and, collectively with Mr. Bradley
and Mr. K. Bradley, the "REPORTING PERSONS"). The shares of Common Stock (as
defined below) owned by the Reporting Persons prior to June 14, 2000 were
previously reported in a Group Filing on Schedule 13D, which Group was disbanded
as of June 14, 2000.
ITEM 1. SECURITY AND ISSUER.
This statement on Schedule 13D relates to the Common Stock, $0.01 par value
per share (the "COMMON STOCK"), of Reunion Industries, Inc., a Delaware
corporation ("REUNION"). The principal executive offices of Reunion are located
at 11 Stanwix Street, Suite 1400, Pittsburgh, Pennsylvania 15222.
ITEM 2. IDENTITY AND BACKGROUND.
1. Charles E. Bradley, Sr.
Mr. Bradley is the Chairman of the Board, Chief Executive Officer and a
Director of Reunion, the President and sole director of KSB Acquisition Corp.
("KSB"), Hanna Investment Corporation ("HANNA") and Stanwich Financial Services
Corp. ("SFSC") and the President and a Director 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. 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.
3. Kimball J. Bradley
Kimball J. Bradley is the President and Chief Operating Officer and a
director of the Company. Mr. K. Bradley's business address is 11 Stanwix Street,
Suite 1400, Pittsburgh, Pennsylvania 15222. Mr. K. Bradley is a citizen of the
United States.
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SCHEDULE 13D
CUSIP NO. 761312-10-7
During the last five years Mr. K. Bradley has not be 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.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
On June 14, 2000, KSB exchanged 6,386 shares of the Series A Preferred
Stock of Reunion held by KSB into 1,309,130 shares of the Common Stock of
Reunion (the "KSB SHARES") at an exchange price of $5.00 per share of Common
Stock (the "KSB EXCHANGE"). Simultaneously with the KSB Exchange, KSB purchased
all of the shares of the capital stock of KSB held by Mr. John G. Poole ("MR.
POOLE") for a purchase price of $340,445 which purchase price was paid by
transferring 340,445 shares of the KSB Shares to Mr. Poole (the "KSB TRANSFER").
After giving effect to the KSB Transfer, KSB owns, in the aggregate, 968,685
shares of Common Stock of Reunion.
On June 14, 2000, Hanna exchanged 2,647 shares of the Series A Preferred
Stock of Reunion held by Hanna into 542,635 shares of the Common Stock of
Reunion (the "HANNA SHARES") at an exchange price of $5.00 per share of Common
Stock (the "HANNA EXCHANGE"). Simultaneously with the Hanna Exchange, Hanna
purchased all of the shares of the capital stock of Hanna held by Mr. Poole for
a purchase price of $253,185 which purchase price was paid by transferring
253,185 of the Hanna Shares to Mr. Poole (the "HANNA TRANSFER"). After giving
effect to the Hanna Transfer, Hanna owns, in the aggregate, 289,450 shares of
the Common Stock of Reunion.
On June 14, 2000, SFSC exchanged 5,000 shares of the Series B Preferred
Stock of Reunion held by SFSC into 1,393,750 shares of the Common Stock of
Reunion (the "SFSC SHARES") at an exchange price of $5.00 per share of Common
Stock.
ITEM 4. PURPOSE OF THE TRANSACTION.
The Reporting Persons have acquired Common Stock previously and acquired
beneficial ownership of the KSB Shares, Hanna Shares and SFSC Shares for
investment. The Reporting Persons also intend to influence the control of the
Company inasmuch as Mr. Bradley and Mr. K. Bradley are directors of the Company,
and, respectively, its Chief Executive Officer, and President and Chief
Operating Officer. The Reporting Persons may sell and buy Common Stock from
time to time.
As of the date hereof, the Reporting Persons have no plan or proposal which
relates to or would result in any of the actions enumerated in Item 4 of
Schedule 13D, but may have such plans or proposals in the future.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
(a) The Bradley FLP owns, in the aggregate, 4,506,827 shares of Common
Stock of Reunion, or approximately 29.6%, of the 15,235,624 shares of the Common
Stock of Reunion (the "Outstanding Common Stock").
Mr. Bradley is the general partner and manages the business and affairs of
the Bradley FLP and, therefore, may be deemed to beneficially own the 4,506,827
shares of Common Stock of Reunion held by the Bradley FLP.
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SCHEDULE 13D
CUSIP NO. 761312-10-7
Mr. Bradley is the president, sole director and a shareholder of KSB and,
therefore, may be deemed to beneficially own the 968,685 shares of Common Stock
of Reunion held by KSB.
Mr. Bradley is also the president, sole director and a shareholder of Hanna
and, therefore, may be deemed to beneficially own the 289,450 shares of the
Common Stock of Reunion held by Hanna.
Mr. Bradley individually owns 64,871 shares of Common Stock of Reunion and
is deemed to beneficially own 49,734 shares of Common Stock of Reunion by virtue
of options to purchase 49,734 shares of Common Stock of Reunion that are
exercisable within 60 days.
In addition to the SFSC Shares, SFSC owns 271,280 shares of Common Stock of
Reunion. Therefore, SFSC owns, in the aggregate, 1,665,030 shares of Common
Stock of Reunion. Mr. Bradley is the President, sole director and a shareholder
of SFSC and, therefore, may be deemed to beneficially own the 1,665,030 shares
of Common Stock of Reunion held by SFSC.
Accordingly, Mr. Bradley may be deemed to beneficially own, in the
aggregate, 7,544,597 shares of Common Stock of Reunion, or approximately 49.4%
of the sum of the Outstanding Common Stock plus 49,734 shares represented by
Mr. Bradley's options.
Mr. K. Bradley individually owns 778,456 shares of Common stock of Reunion
and is deemed to beneficially own 8,334 shares of Common Stock of Reunion by
virtue of options to purchase 8,334 shares of Common Stock of Reunion that are
exercisable within 60 days.
Mr. K. Bradley is the person designated to vote the 4,506,827 shares of
Common Stock of Reunion held by the Bradley FLP, and he therefore may be deemed
to beneficially own such shares.
Accordingly, Mr. K. Bradley may be deemed to beneficially own, in the
aggregate, 5,293,617 shares of Common stock of Reunion, or approximately 34.7%
of the sum of Outstanding Common Stock plus 8,334 shares represented by his
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. 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 these shares and (ii) Mr. K. Bradley's
designation by the Bradley FLP as the person to vote these shares.
Mr. Bradley may be deemed to share the power to vote or direct the vote and
the power to dispose or direct the disposition of the shares held by KSB, Hanna
and SFSC based upon his relationships as an officer, director and shareholder
with each of KSB, Hanna and SFSC.
Mr. Bradley has the sole power to vote and the sole power to dispose of the
114,605 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 49,734 shares of Common Stock of the Company.
Mr. K. Bradley has the sole power to vote and dispose of the 786,790 shares
of Common Stock deemed to be beneficially owned by him.
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SCHEDULE 13D
CUSIP NO. 761312-10-7
(c) None
(d) None
(e) Not Applicable
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT
TO SECURITIES OF THE ISSUER.
Pursuant to the Securities Pledge Agreement (the "PLEDGE AGREEMENT"), dated
as of May 1, 1993, between Bradley FLP, the John Grier Poole Family Limited
Partnership, the Company, as successor to Chatwins in the recent merger of
Chatwins with and into the Company, and the State Street Bank and Trust Company,
as successor Collateral Agent to The First National Bank of Boston (the
"COLLATERAL AGENT"), the Bradley FLP pledged 4,145,247 shares of the Common
Stock of the Company (the "PLEDGED SHARES") to secure the Company's obligations
under the Indenture, dated as of May 1, 1993, between the Company and State
Trustee, as Trustee. Upon the occurrence of a Realization Event, as defined in
the Pledge Agreement, the voting rights for the Pledged Shares would immediately
become vested in the Collateral Agent.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
1. Joint Filing Agreement between Mr. Bradley, Mr. K. Bradley and the Bradley
FLP.
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: June 30, 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.
/s/ Kimball J. Bradley
---------------------------------
Kimball J. Bradley
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