<PAGE>
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
<PAGE>
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
<PAGE>
- ------------------------------------------------------------------------------
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
<PAGE>
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
<PAGE>
- ------------------------------------------------------------------------------
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
<PAGE>
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
<PAGE>
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
<PAGE>
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
<PAGE>
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
<PAGE>
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
<PAGE>
- --------------------------------------------------------------------------
(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
<PAGE>
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
<PAGE>
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
<PAGE>
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
<PAGE>
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
<PAGE>
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
<PAGE>
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
<PAGE>
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
<PAGE>
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
<PAGE>
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
