<PAGE>
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934 (Amendment No. )
Filed by the Registrant [X]
Filed by a Party other than the Registrant [_]
Check the appropriate box:
[_] Preliminary Proxy Statement [_] Confidential, for Use of the
Commission Only (as permitted by
Rule 14a-6(e)(2))
[X] Definitive Proxy Statement
[_] Definitive Additional Materials
[_] Soliciting Material Pursuant to (S) 240.14a-11(c) or (S) 240.14a-12
Reunion Industries, Inc.
- --------------------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)
- --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required.
[_] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
(1) Title of each class of securities to which transaction applies:
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(2) Aggregate number of securities to which transaction applies:
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(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (set forth the amount on which
the filing fee is calculated and state how it was determined):
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(4) Proposed maximum aggregate value of transaction:
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(5) Total fee paid:
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[_] Fee paid previously with preliminary materials.
[_] Check box if any part of the fee is offset as provided by Exchange
Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee
was paid previously. Identify the previous filing by registration statement
number, or the Form or Schedule and the date of its filing.
(1) Amount Previously Paid:
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(2) Form, Schedule or Registration Statement No.:
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(3) Filing Party:
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(4) Date Filed:
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Notes:
<PAGE>
REUNION INDUSTRIES, INC.
300 Weyman Plaza, Suite 340
Pittsburgh, Pennsylvania 15236
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
To be Held June 14, 2000
------------
Notice is hereby given that the Annual Meeting of the Stockholders of
Reunion Industries, Inc. ("Reunion Industries") will be held at Reunion
Industries' offices, 11 Stanwix Street, Pittsburgh, Pennsylvania 15222 on
Wednesday, June 14, 2000, at 10:00 A.M. local time, for the following
purposes:
1. To elect a board of eight directors to serve until the next Annual
Meeting of stockholders or until their successors are elected; and
2. To consider and act upon such other business as may properly be
presented to the meeting.
A record of stockholders has been taken as of the close of business on April
28, 2000, and only those stockholders of record on that date will be entitled
to notice of and to vote at the meeting. A stockholders' list will be
available at, and may be inspected during, the meeting.
If you do not expect to be present at the meeting, please sign and date the
enclosed proxy and return it promptly in the enclosed envelope which has been
provided for your convenience.
By Order of the Board of Directors
/s/ Richard L. Evans
Richard L. Evans
Secretary
May 3, 2000
<PAGE>
REUNION INDUSTRIES, INC.
PROXY STATEMENT
General
This proxy statement is being mailed to stockholders commencing on or about
May 3, 2000, in connection with the solicitation by the Board of Directors of
Reunion Industries, Inc. ("Reunion Industries") of proxies to be voted at the
Annual Meeting of Stockholders to be held at Reunion Industries' offices, 11
Stanwix Street, Pittsburgh, Pennsylvania 15222 on Wednesday, June 14, 2000 and
at any adjournment thereof, for the purposes set forth in the accompanying
Notice. Proxies will be voted in accordance with the directions specified
thereon and otherwise in accordance with the judgment of the persons
designated as proxies. Any signed proxy on which no direction is specified
will be voted for the election of the nominees named herein to the Board of
Directors. Any proxy may be revoked at any time before its exercise by
delivery to the corporate secretary of a written revocation of the proxy or a
duly executed proxy bearing a later date.
As of April 28, 2000, the record date for the determination of stockholders
entitled to vote at the Annual Meeting, there were 11,990,109 outstanding
shares of common stock of Reunion Industries. Each share of common stock
entitles the holder to one vote on all matters presented at the Annual
Meeting.
ELECTION OF DIRECTORS
At the annual meeting, the stockholders of Reunion Industries will be asked
to vote for the election of eight directors to the board of directors of
Reunion Industries. The candidates proposed by management for election at the
annual meeting are Thomas N. Amonett, Charles E. Bradley, Sr., Kimball J.
Bradley, Thomas L. Cassidy, W.R. Clerihue, Joseph C. Lawyer, Franklin Myers,
and John G. Poole. If elected, these candidates would comprise the entire
board of directors of Reunion Industries, and would hold office until their
successors are duly elected and qualified at the next annual meeting of
stockholders of Reunion Industries or until they earlier die, resign or are
removed from office in accordance with applicable law. The persons listed as
"Nominees" in the table below comprise the entire board of directors of
Reunion Industries as of the date of this proxy statement.
Nominees
Each of the eight persons nominated for election at the annual meeting
currently is a director of Reunion Industries. Except for Mr. Kimball Bradley
and Mr. Lawyer, who were appointed as directors following completion of the
merger with the Chatwins Group, Inc. ("Chatwins Group") on March 16, 2000 (see
"Other Information--Certain Relationships and Related Transactions--Chatwins
Group Merger"), each of the nominees has previously been elected by the
Stockholders. Mr. Charles Bradley is the father of Mr. Kimball Bradley.
Reunion Industries knows of no other family relationships between any
director, executive officer or nominee and any other director, executive
officer or nominee. There are no arrangements or understandings between any
nominee for director and any other person pursuant to which such person was
selected as a nominee.
1
<PAGE>
<TABLE>
<CAPTION>
Name Principal Position with Reunion Industries Age Director Since
- ---- ------------------------------------------ --- --------------
<S> <C> <C> <C>
Thomas N. Amonett(1)(2)................. Director 56 1992
Charles E. Bradley, Sr.................. Director, Chairman & CEO 70 1995
Kimball J. Bradley...................... Director, President & COO 34 2000
Thomas L. Cassidy(1).................... Director 71 1995
W. R. Clerihue(1)(2).................... Director 76 1996
Joseph C. Lawyer........................ Director and Vice Chairman 54 2000
Franklin Myers(2)....................... Director 47 1995(3)
John G. Poole........................... Director 57 1996
</TABLE>
- ------
(1) Member, Compensation Committee of the Board of Directors
(2) Member, Audit Committee of the Board of Directors
(3) Prior to his reappointment in October 1995, Mr. Myers was a Director of
Reunion Industries from July 1992 to June 1995.
Thomas N. Amonett has served as a director of Reunion Industries since July
1, 1992 and served as the President and Chief Executive Officer of Reunion
Industries from July 1, 1992 until October 26, 1995. Mr. Amonett also served
as the President of the Reunion Energy Company, then a wholly-owned subsidiary
of Reunion Industries in the oil and gas operating business, from July 1, 1992
until May 24, 1996. Mr. Amonett is President and Chief Executive Officer of
Champion Technologies, Inc., a manufacturer and distributor of specialty
chemicals and related services, primarily to the oil and gas industry. From
November 1998 to June 1999, Mr. Amonett was President, Chief Executive Officer
and a director of American Residential Services, Inc., a company providing
equipment and services relating to residential heating, ventilating, air
conditioning, plumbing, electrical and indoor air quality systems and
appliances. From July, 1996 until June, 1997, Mr. Amonett was Interim
President and Chief Executive Officer of Weatherford Enterra, Inc., an energy
services and manufacturing company. Prior to his affiliation with Reunion
Industries, he was engaged in the practice of law with Fulbright & Jaworski in
Houston, Texas, where he was of counsel for more than five years. Mr. Amonett
serves as a director of Petro Corp. Incorporated, a Houston-based oil and gas
company, and ITEQ, Inc., a provider of manufactured equipment, engineered
systems and services used in the processing, treatment, storage and movement
of gases and liquids.
Charles E. Bradley, Sr. became a director of Reunion Industries on June 20,
1995 and was appointed President and Chief Executive Officer of Reunion
Industries on October 26, 1995. Mr. Bradley was a co-founder of Stanwich
Partners in 1982 and has served as its President since that time. Stanwich
Partners is a private investment company. Mr. Bradley was a director of
Chatwins Group from 1986 until the merger and was Chairman of the Board of
Chatwins Group from 1988 until the merger. Mr. Bradley is a director of
DeVlieg-Bullard, Inc., a machine tool parts and services company, Consumer
Portfolio Services, Inc., engaged in the business of purchasing, selling and
servicing retail automobile installment sales contracts and NAB Asset
Corporation, engaged in mortgage and construction lending. Mr. Bradley is
currently the Chairman of the Board of DeVlieg-Bullard, Chairman and CEO of
NAB Asset Corporation as well as President and acting Chief Financial Officer
and a director of Sanitas Inc., an inactive company, and President, acting
Chief Financial Officer and a director of Texon Energy Corporation, an
inactive company. Mr. Bradley is the father of Kimball J. Bradley.
Kimball J. Bradley became President and Chief Operating Officer of Reunion
Industries effective May 1, 2000. Mr. Bradley was Executive Vice President of
Operations of Reunion Industries following the merger and was a Senior Vice
President of Chatwins Group from August 1998 until the merger and a Vice
President from January 1996 to August 1998. From November 1995 until August
1998, Mr. Bradley was Division President of Auto-Lok, having served as acting
President of Auto-Lok beginning in August 1995. Prior to assuming that
position, Mr. Bradley managed various special projects at Chatwins Group's
corporate office beginning in November 1993 and at Chatwins Group's CP
Industries division from February 1993 to November 1993. Mr. Bradley was
employed by Metalsource, a company engaged in the steel service center
business, from 1990 to
2
<PAGE>
1993, completing the executive training program and holding various sales and
purchasing positions. Mr. Bradley is the son of Charles E. Bradley, Sr.
Thomas L. Cassidy became a director of Reunion Industries on June 20, 1995.
Mr. Cassidy was a Managing Director of Trust Company of the West, an
investment management firm, from 1984 until his retirement in 1999. He was
also a Senior Partner of TCW Capital, an affiliate of Trust Company of the
West. He is a director of DeVlieg-Bullard. Mr. Cassidy was a director of
Chatwins Group from March 1993 to June 1997.
W. R. Clerihue became a director of Reunion Industries in December 1996. Mr.
Clerihue was Chairman of the Board of Directors of Spartech Corporation from
October 1991 to March 1999 and continues as a director.
Joseph C. Lawyer became Vice Chairman of Reunion Industries effective May 1,
2000. Mr. Lawyer was President and Chief Operating Officer of Reunion
Industries following the merger and was President, Chief Executive Officer and
a director of Chatwins Group from 1988 until the merger. Prior to purchasing
CP Industries, Inc., the corporate predecessor of Chatwins Group's CP
Industries division, with Stanwich Partners in 1986, Mr. Lawyer was General
Manager of USX's Specialty Steel Products division, where he was employed for
over 17 years. Mr. Lawyer is a director of Respironics, Inc., a company
engaged in design, manufacture and sale of home and hospital respiratory
medical products.
Franklin Myers served as a director of Reunion Industries from July 1, 1992
until June 20, 1995, when he resigned contemporaneously with the sale of
1,450,000 shares of Reunion Industries' common stock by Parkdale Holdings
Corporation N.V. to Chatwins Group. Mr. Myers was reappointed as a director of
Reunion Industries on October 26, 1995. Mr. Myers is President of Cooper
Energy Services, Inc., a manufacturer of gas compression equipment, a
subsidiary of Cooper Cameron Corporation. From 1995 to 1999, Mr. Myers was
Senior Vice President, General Counsel and Secretary of Cooper Cameron
Corporation, an oil field manufacturing company. Prior thereto he was Senior
Vice President and General Counsel of Baker Hughes Incorporated, an
international oil field service and equipment company, for more than six
years. Mr. Myers is also a director of Metals USA, Inc., a steel distributor.
John G. Poole became a director of Reunion Industries on April 19, 1996. Mr.
Poole was a co-founder of Stanwich Partners with Charles E. Bradley, Sr. in
1982 and has served as Stanwich Partner's Vice President since that time. Mr.
Poole was a director of Chatwins Group from 1988 until the merger, and is also
a director of DeVlieg-Bullard, Consumer Portfolio Services and Sanitas, Inc.
Board and Committee Activity
During 1999, the Board convened on eight regularly or specially scheduled
occasions. The Compensation Committee of the Board held one meeting in 1999
and the Audit Committee held two meetings. Each of the present directors
attended all of the meetings of the Board and of each committee on which he
served during his respective tenure in 1999 except Mr. Myers who was absent
for one board meeting. Mr. Kimball Bradley and Mr. Lawyer were elected to the
board in March 2000.
Reunion Industries' operations are managed under the broad supervision and
direction of the Board of Directors, which has the ultimate responsibility for
the establishment and implementation of Reunion Industries' general operating
philosophy, objectives, goals and policies. Pursuant to delegated authority,
certain Board functions may be discharged by one or more standing committees
of the Board.
The Compensation Committee, comprised of Messrs. Amonett, Cassidy (Chairman)
and Clerihue, is responsible for the formulation and adoption of all executive
compensation, benefit and insurance programs, subject to full Board approval
where legally required or in those instances where the underlying benefit
philosophy might be at variance with preexisting Board policies. The
Compensation Committee also supervises the administration of all executive
compensation and benefit programs, including the establishment of any specific
criteria against which all annual performance based benefits are to be
measured.
3
<PAGE>
The Audit Committee, comprised of Messrs. Amonett, Clerihue and Myers
(Chairman), assists the Board in assuring that the accounting and reporting
practices of Reunion Industries are in accordance with all applicable
requirements. The Audit Committee reviews with the auditors the scope of the
proposed audit work and meets with the auditors to discuss matters pertaining
to the audit and any other matter which the Committee or the auditors may wish
to discuss. In addition, the Audit Committee would recommend the appointment
of new auditors to the Board of Directors if future circumstances were to
indicate that such action is desirable.
The Board of Directors does not maintain executive or nominating committees.
Stockholders who may wish to suggest individuals for possible future
consideration for Board positions should direct recommendations to the Board
of Directors at Reunion Industries' principal offices.
Director Compensation
Directors not otherwise compensated by Reunion Industries receive annual
retainers of $18,000 for service on the board and $500 for each board or
committee meeting attended. Compensation paid to nonemployee directors during
1999 for service in all board capacities aggregated $109,500. Directors are
reimbursed for the actual cost of any travel expenses incurred. Additionally,
nonemployee directors of Reunion Industries are eligible for awards under the
1998 Stock Option Plan. No options were granted to directors in 1999. Since
the merger, Mr. Poole is compensated as an employee of Reunion Industries at a
base rate of $60,000 per annum, and no longer is compensated as a nonemployee
director of Reunion Industries.
Key Person Insurance
As of June 29, 1994, Chatwins Group and Charles E. Bradley, Sr. agreed to a
split-dollar life insurance arrangement. Pursuant to this arrangement,
Chatwins Group agreed to maintain three universal type life policies on Mr.
Bradley and his wife. Chatwins Group will be reimbursed for the premiums it
pays for such policies from either the death benefit of the policies or their
cash surrender value. Mr. Bradley agreed with Chatwins Group that if the
policy proceeds are insufficient to reimburse Chatwins Group for the full
amount of premiums paid, Mr. Bradley will pay the shortfall to Chatwins Group.
The annual premiums paid by Chatwins Group are included in the table of
"Executive Compensation." This arrangement was assumed by Reunion Industries
in connection with the merger.
As of December 12, 1995, Chatwins Group and Mr. Poole agreed to a split-
dollar life insurance arrangement. Pursuant to this arrangement, Chatwins
Group agreed to maintain two universal type life policies on Mr. Poole.
Chatwins Group will be reimbursed for the premiums it pays for these policies
from either the death benefit of the policies or their cash surrender value.
Mr. Poole agreed with Chatwins Group that if the policy proceeds are
insufficient to reimburse Chatwins Group for the full amount of premiums paid,
Mr. Poole will pay the shortfall to Chatwins Group. The annual premiums paid
by Chatwins Group totaled $111,041 in 1999. This arrangement was assumed by
Reunion Industries in connection with the merger.
As of October 24, 1994, Chatwins Group and Joseph C. Lawyer agreed to a
split-dollar life insurance arrangement. Pursuant to this arrangement,
Chatwins Group agreed to maintain a universal type life policy on Mr. Lawyer.
Chatwins Group will be reimbursed for the premiums it pays for such policy
from either the death benefit of the policy or its cash surrender value. Mr.
Lawyer agreed with Chatwins Group that if the policy proceeds are insufficient
to reimburse Chatwins Group for the full amount of premiums paid, Mr. Lawyer
will pay the shortfall to Chatwins Group. The annual premiums paid by Chatwins
Group are included in the table of "Executive Compensation." This arrangement
was assumed by Reunion Industries in connection with the merger.
Compensation Committee Interlocks and Insider Participation
From 1994 through 1999, Charles E. Bradley, Sr. and Joseph C. Lawyer
participated in deliberations of Chatwins Group's board of directors
concerning executive officer compensation for 1994 through 1999. No other
4
<PAGE>
officer or employee of Chatwins Group participated in deliberations regarding
executive officer compensation for these years.
Thomas L. Cassidy, a member of Reunion Industries' Compensation Committee,
was a director of Chatwins Group until June 1997.
See "Other Information--Certain Relationships and Related Transactions" for
a discussion of Chatwins Group's relationship to Reunion Industries.
VOTE REQUIRED AND VOTING PROCEDURE
The eight nominees for election as directors at the 2000 Annual Meeting of
Stockholders who receive the greatest number of votes cast for election by the
holders of common stock of record at the close of business on April 28, 2000,
the record date, shall be the duly elected directors upon completion of the
vote tabulation at the meeting, provided a majority of the outstanding shares
as of the record date are present in person or by proxy at the meeting.
Votes will be tabulated by Registrar and Transfer Company, the transfer
agent and registrar for Reunion Industries' common stock, and the results will
be certified by election inspectors who are required to resolve impartially
any interpretive questions as to the conduct of the vote. Under applicable
provisions of Reunion Industries' bylaws, any proxy containing an abstention
from voting will be sufficient to represent the shares at the meeting for
purposes of determining whether a quorum is present, but will count neither as
a vote for nor against any nominee with respect to whom the holder has
abstained from voting.
Management of Reunion Industries believes that all of the shares of common
stock to be voted by directors, executive officers and Stanwich Financial
Services Corp., aggregating 7,862,997 shares as of April 28, 2000, or
approximately 65.6% of the issued and outstanding common stock (see "Ownership
Information--Security Ownership of Certain Beneficial Owners and Management"),
will be voted in favor of the election of each of the director nominees.
MANAGEMENT INFORMATION
Executive Officers
The following individuals serve as our executive officers:
<TABLE>
<CAPTION>
Name Age Position
- ---- --- --------
<S> <C> <C>
Charles E. Bradley,
Sr..................... 70 Director, Chairman and Chief Executive Officer
Joseph C. Lawyer........ 54 Director and Vice Chairman
Kimball J. Bradley...... 34 Director, President and Chief Operating Officer
Richard L. Evans........ 47 Executive Vice President of Administration and Secretary
John M. Froehlich....... 57 Executive Vice President of Finance and Chief Financial Officer
</TABLE>
The business experience of Charles E. Bradley, Sr., Kimball Bradley and
Joseph C. Lawyer is described above in the section entitled "Election of
Directors--Nominees".
Richard L. Evans joined Reunion Industries as Executive Vice President and
Chief Financial Officer in October 1995. He was appointed Secretary of Reunion
Industries in December 1995. Mr. Evans is also a Vice President of Stanwich
Financial Services Corp., which funds structured settlement payments. From May
1993 to September 1995, he was Controller of Terex Corporation, a capital
goods manufacturer. From October 1989 to May 1993, Mr. Evans was Controller of
Stanwich Partners.
John M. Froehlich was a Vice President of Chatwins Group from 1989 until the
merger and its Chief Financial Officer and Treasurer from 1988 until the
merger. Mr. Froehlich was Assistant Treasurer and Director of Accounting for
Incom International, Inc. from 1975 to 1988.
5
<PAGE>
Executive Compensation
Reunion Industries merged with Chatwins Group, Inc. on March 16, 2000. This
merger is described below in the section "Other Information--Certain
Relationships and Related Transactions--Chatwins Group Merger".
The following table reflects all forms of compensation for services to
Reunion Industries or Chatwins Group by our executive officers for the last
three completed fiscal years.
<TABLE>
<CAPTION>
Long-Term
Compensation
Name and Principal Other Annual Stock Option All Other
Position Year Salary Bonus(1) Compensation (Shares) Compensation
- ------------------ ---- -------- -------- ------------ ------------ ------------
<S> <C> <C> <C> <C> <C> <C>
Charles E. Bradley,
Sr..................... 1999 $250,000 $ 0 $ 0 $ 0 $344,688(2)
President and Chief 1998 250,000 0 0 75,000 345,991(2)
Executive
Officer of Reunion 1997 200,000 0 0 0 347,435(2)
Industries
and Chairman of
Chatwins Group
Joseph C. Lawyer........ 1999 410,166 0 0 0 54,384(3)
President and Chief
Executive 1998 427,316 65,000 0 0 75,363(3)
Officer of Chatwins
Group 1997 388,404 65,000 0 0 52,277(3)
Kimball J. Bradley...... 1999 200,000 240,000 0 0 13,000(4)
Senior Vice President
of 1998 141,661 25,000 0 0 9,208(4)
Chatwins Group 1997 105,000 0 0 0 6,825(4)
Richard L. Evans........ 1999 175,000 30,000 0 0 7,494(5)
Executive Vice
President, 1998 165,000 15,000 0 20,000 7,411(5)
Chief Financial Officer
and 1997 150,000 75,000 0 0 4,662(5)
Secretary of Reunion
Industries
John M. Froehlich....... 1999 158,765 0 0 0 12,938(6)
Vice President, Chief 1998 145,184 50,000 0 0 12,210(6)
Financial
Officer and Treasurer 1997 138,276 52,266 0 0 11,664(6)
of Chatwins Group
</TABLE>
- ------
(1) Amounts shown for bonuses are amounts earned for the period shown,
although such bonuses are generally paid in the subsequent year.
(2) Includes premiums paid by Chatwins Group for life insurance for the
benefit of Mr. Bradley of $344,688 in 1999, $345,991 in 1998 and $347,135
in 1997. Includes $300 for contributions under nondiscriminatory health
insurance plans in 1997.
(3) Includes 401(k) matching payments of $5,000, $4,950 and $4,750 in 1999,
1998 and 1997, respectively; premiums paid by Chatwins Group for life
insurance for the benefit of Mr. Lawyer of $37,173 in 1999, $62,413 in
1998 and $40,027 in 1997, respectively; and payments under the Chatwins
Group, Inc. Money Purchase Pension Plan of $8,000 in each of 1999, 1998
and 1997.
(4) Includes 401(k) matching payments of $5,000, $2,125 and $1,575 in 1999,
1998 and 1997, respectively; and payments under the Chatwins Group, Inc.
Money Purchase Pension Plan of $8,000, $7,083 and $5,250 in 1999, 1998
and 1997, respectively.
(5) Includes 401(k) matching payments of $1,452, $1,408, and $1,044 in 1999,
1998 and 1997 and payments under nondiscriminatory health insurance
plans.
(6) Includes 401(k) matching payments of $5,000, $4,950, $4,750 in 1999, 1998
and 1997, respectively; and payments under the Chatwins Group, Inc. Money
Purchase Plan of $7,938, $7,260 and $6,914 and $6,648 in 1999, 1998 and
1997, respectively.
Option Grants
No options were granted during 1999.
6
<PAGE>
Option Exercises and Year-End Values
The following table sets forth information with respect to the exercise of
options during the year ended December 31, 1999, and the unexercised options
to purchase shares of common stock granted under all stock option plans to the
named executive officers and held by them at December 31, 1999:
<TABLE>
<CAPTION>
Number of
Securities Underlying Value of Unexercised
Number of Unexercised Options In-the-Money Options
Shares at December 31, 1999 at December 31, 1999(1)
Acquired Value ------------------------- -------------------------
Name on Exercise Realized Exercisable Unexercisable Exercisable Unexercisable
- ---- ----------- -------- ----------- ------------- ----------- -------------
<S> <C> <C> <C> <C> <C> <C>
Charles E. Bradley,
Sr..................... 0 0 27,600 47,400(2) 0 0
Richard L. Evans........ 2,535 0 52,000 8,000(3) 0 0
</TABLE>
- ------
(1) None of the outstanding options were in-the-money at December 31, 1999.
Mr. Bradley had exercisable options for 27,600 shares at $7.21875 and Mr.
Evans had exercisable options for 40,000 shares at $4.4375 per share and
for 12,000 shares at $5.0625 per share. The closing sales price of the
common stock on NASDAQ Small-Cap Market on December 31, 1999 was $1.75.
(2) These options become exercisable in annual 13,800-share increments on May
19, 2000, through May 19, 2002, and 6,000 shares on January 2, 2003.
(3) These options became exercisable on February 13, 2000.
Executive Employment Agreements
Joseph C. Lawyer. Chatwins Group entered into an employment agreement, dated
as of August 1, 1996, with Joseph C. Lawyer to serve as President and Chief
Executive Officer of Chatwins Group. The initial term of the employment
agreement expired on July 31, 1999 but the agreement automatically renews
annually thereafter if not previously renegotiated. Mr. Lawyer is currently
employed under the terms of the agreement which was automatically renewed to
July 31, 2000. Pursuant to the employment agreement, Mr. Lawyer receives the
following compensation and benefits:
. an annual base salary, which was established at $388,404 for 1997,
$427,316 for 1998 and $410,166 for 1999
. an annual bonus of up to 65% of his base salary based on Chatwins
Group's performance relative to its annual projections
. a $600 per month automobile allowance
. two club memberships
. a $1.0 million life insurance policy and a $1.5 million split-dollar
life insurance policy
. coverage under Chatwins Group's other fringe benefit plans for executive
officers
The annual base salary for 1999 was determined by the Chatwins Group Board
of Directors. In the event that the employment agreement is terminated due to
Mr. Lawyer's death or disability, Reunion Industries will continue to pay the
base salary for not less than a one-year period. In the event that Reunion
Industries terminates the employment agreement without cause or in the event
that Mr. Lawyer resigns with good reason or following a change of control
approved by Reunion Industries' Board of Directors and stockholders, Mr.
Lawyer will be entitled to receive his base salary, health coverage and life
insurance coverage for one and one-half years or for the balance of the term
of the employment agreement, whichever is greater.
7
<PAGE>
Compensation Committee Report
The Compensation Committee of the Board of Directors has furnished the
following report on executive compensation for 1999:
The Board of Directors pursues a philosophy of seeking to improve Reunion
Industries' performance and to maximize shareholder value by, among other
things, relating executive compensation and stock-based benefits to Reunion
Industries' performance. In general, executive financial rewards may be
segregated into the following significant components: base compensation,
bonus, and stock option and other benefit plans.
Base compensation for senior executives is intended to be competitive with
that paid on comparably situated companies, but with a reasonable degree of
financial security and flexibility afforded to those individuals who are
regarded by the Board of Directors as acceptably discharging the levels and
types of responsibility implicit in the various senior executive positions.
While the committee's principal concern is with establishing compensation
programs and setting executive compensation at levels which are somewhat
reflective of those prevailing for similar executive positions, no
comparability studies were conducted for executive salaries to be paid in
1999.
Under the supervision of the Compensation Committee, annual bonuses reflect
a policy of requiring a specified level of Company performance for the year
before any bonuses are earned by senior executives, with bonuses for achieving
higher levels of performance directly related to the level achieved. In
setting performance criteria, the Committee will consider the total
compensation payable or potentially available to the chief executive and other
executives officers. While the development of any business necessarily
involves numerous factors, the board's primary emphasis will be on encouraging
management to increase Reunion Industries' net assets and cash flow, and in
certain instances, rationalization of certain Company businesses or assets.
The $30,000 bonus awarded to Mr. Evans was at the discretion of the Board,
based upon his performance in managing the acquisitions, divestitures,
financial and administrative activities of Reunion Industries. The
Compensation Committee did not participate in the determination of
compensation for Chatwins Group employees prior to the merger.
The Board of Directors believes that properly designed and administered
long-term, stock-based incentives for senior executives closely align the
executives' economic interest with those of stockholders and provide a direct
and continuing focus upon the goal of constantly striving to maximize
stockholder value. The Compensation Committee intends, with any necessary
concurrence of the Board of Directors, to continue to consider alternate forms
of stock-based incentives designed to achieve the maximum possible performance
based benefit to all senior executives at the least possible cost and the
greatest attainable economic efficiency to Reunion Industries, with such
benefits designed as nearly as practicable to directly align the economic
interests of professional managers with those of Reunion Industries'
stockholders.
Pursuant to applicable rules of the Securities and Exchange Commission, as
of April 28, 2000 members of the Compensation Committee are deemed to own
beneficially an aggregate of 57,243 shares, or less than 1% of Reunion
Industries' outstanding common stock. See "Ownership Information--Security
Ownership of Certain Beneficial Owners and Management".
The Compensation Committee
Thomas L. Cassidy, Chairman
Thomas N. Amonett
W. R. Clerihue
8
<PAGE>
OWNERSHIP INFORMATION
Security Ownership of Certain Beneficial Owners and Management
We have outstanding approximately 11,990,109 shares of common stock. The
following table sets forth information regarding the beneficial ownership of
our common stock by (i) each stockholder known to us to own 5% or more of our
common stock, (ii) each director of Reunion Industries, (iii) each of the
chief executive officer and the other named executives, and (iv) all current
directors and executive officers as a group. Except as set forth in the
footnotes to the following table, each stockholder has sole dispositive and
voting power with respect to the shares of our common stock shown as owned by
him.
<TABLE>
<CAPTION>
% of
Outstanding
Beneficial Owner Shares Owned Shares
- ---------------- ------------ -----------
<S> <C> <C>
The Bradley Family Limited Partnership....... 4,506,827 37.6%
Charles E. Bradley, Sr....................... 4,892,712(1)(2)(3) 40.6%
Kimball J. Bradley........................... 5,293,617(1)(4) 44.1%
John G. Poole and the Poole Family Limited
Partnership................................. 1,599,792(5) 13.3%
Stanwich Financial Services Corp............. 271,280(6) 2.3%
Thomas N. Amonett............................ 52,334(7) 0.4%
Thomas L. Cassidy............................ 36,577(7) 0.3%
W.R. Clerihue................................ 23,334(7) 0.2%
Joseph C. Lawyer............................. 599,223(8) 5.0%
Franklin Myers............................... 18,334(7) 0.2%
Richard L. Evans............................. 74,334(9) 0.6%
John M. Froehlich............................ 7,640(10) 0.1%
All Officers and Directors as a group (10
individuals)................................ 8,091,070(11) 66.2%
</TABLE>
- ------
(1) Includes 4,506,827 shares of common stock beneficially owned by The
Bradley Family Limited Partnership. The Bradley Family Limited
Partnership was established by Charles E. Bradley, Sr. in May 1998 for
estate planning purposes and Charles E. Bradley, Sr. owns 1% as general
partner and 27% as a limited partner. The Bradley Family Limited
Partnership has designated Mr. Kimball J. Bradley to vote these shares on
its behalf. Pursuant to Rule 13d-3, Mr. Charles E. Bradley, Sr. may be
deemed to be the beneficial owner of these shares with dispositive power
with respect thereto, and Mr. Kimball J. Bradley may be deemed to be the
beneficial owner of these shares with voting power with respect thereto.
(2) Includes 271,280 shares owned by Stanwich Financial Services Corp. (see
note 6). Mr. Bradley owns 50% of the parent company of Stanwich Financial
Services Corp. , and may be deemed to be the beneficial owner of these
shares.
(3) Includes currently exercisable options to purchase 49,734 shares of
common stock.
(4) Includes currently exercisable options to purchase 8,334 shares of common
stock.
(5) Includes 1,446,604 shares owned by the John Grier Poole Family Limited
Partnership established by Mr. Poole in 1995 for estate planning
purposes, and of which Mr. Poole owns 1% and is the sole general partner.
Pursuant to Rule 13d-3, Mr. Poole may be deemed to be the beneficial
owner of these shares, with sole voting and dispositive power with
respect thereto. Also includes 134,854 shares as to which Mr. Poole has
voting rights, but not dispositive rights. Pursuant to Rule 13d-3, Mr.
Poole may be deemed to be the beneficial owner of these shares, with sole
voting rights with respect thereto. Also includes currently exercisable
options to purchase 18,334 shares of common stock.
(6) Acquired by Stanwich Financial Services Corp. from Parkdale Holdings
Corporation N.V. pursuant to a settlement agreement with respect to loans
secured by these shares. On January 28, 1999, Reunion Industries board of
directors resolved to permit this transaction notwithstanding the
Transfer Restrictions in Reunion
9
<PAGE>
Industries' Certificate of Incorporation after determining that, based on
the facts presently in existence, the transaction will not jeopardize
Reunion Industries' full utilization of its tax benefits.
(7) Includes currently exercisable options to purchase 18,334 shares of
common stock.
(8) Includes 3,567 shares beneficially owned by Mr. Lawyer's wife. Mr. Lawyer
may be deemed to be the beneficial owner of these shares. Includes
currently exercisable options to purchase 8,334 shares of common stock.
(9) Includes currently exercisable options to purchase 63,334 shares of
common stock.
(10) Includes currently exercisable options to purchase 6,667 shares of
common stock.
(11) Includes currently exercisable options to purchase an aggregate of
228,073 shares of common stock.
Ownership Reports
Section 16(a) of the Securities Exchange Act of 1934, as amended, requires
Reunion Industries' directors and officers and persons who own beneficially
more than 10% of the common stock of Reunion Industries to file with the
Securities and Exchange Commission and the American Stock Exchange initial
reports of beneficial ownership and reports of changes in beneficial ownership
of the common stock of Reunion Industries. Directors, officers and persons
owning more than 10% of the common stock of Reunion Industries are required to
furnish Reunion Industries with copies of all such reports. Based solely on
Reunion Industries' review of the copies of such forms it has received and
representations from certain persons that they were not required to file
reports on Form 5 for 1999, Reunion Industries believes that all its officers,
directors and greater than 10% beneficial owners complied with all filing
requirements applicable to them with respect to transactions during 1999.
10
<PAGE>
OTHER INFORMATION
Common Stock Performance Graph
The following graph illustrates the yearly percentage change in the
cumulative total stockholder return on Reunion Industries' common stock,
compared with the cumulative total return on the American Stock Exchange
Composite Index and the Industrial Equipment and Components Index published by
Media General Financial Services, Inc.:
Five Year Total Return(1)
[Graph Appears Here]
<TABLE>
<CAPTION>
Fiscal Year Ending
---------------------------------------
Company 1994 1995 1996 1997 1998 1999
- ------- ---- ------ ------ ------ ------ ------
<S> <C> <C> <C> <C> <C> <C>
Reunion Industries, Inc......................... 100 100.00 80.00 103.75 55.00 34.06
American Stock Exchange Composite Index(2)...... 100 128.90 136.01 163.66 161.44 201.27
Industrial Equipment and Components Index(2).... 100 131.42 155.75 219.71 199.70 214.94
</TABLE>
- ------
(1) Tabular data assumes that the value of the investment in Reunion
Industries' common stock and each index was $100 at January 1, 1995 and
that all dividends if any, were reinvested.
(2) Index provided by Media General Financial Services, Inc.
In previous years, the performance graphs compared yearly changes in Reunion
Industries' cumulative total stockholder return with the cumulative total
return on the Standard & Poor's 500 Stock Index and a "Peer Group" Index
representing companies in the plastics products and services industry. As of
March 23, 2000, Reunion Industries' common stock is listed for trading on the
American Stock Exchange. The Company believes that the American Stock Exchange
Composite Index is more comparable to Reunion Industries than the Standard and
Poor's 500 Stock Index. As a result of the merger with Chatwins Group, Reunion
Industries' businesses are more diversified than previously. The Company
believes that the Industrial Equipment and Components Index is more comparable
to Reunion Industries after the merger than the former "Peer Group" Index.
11
<PAGE>
The rules of the SEC required that if an index is selected that is different
from the corresponding index used in the immediately preceding fiscal year,
the Company's total return must be compared with both the newly selected index
and the index used in the immediately preceding year. Accordingly, the
following graph compares the cumulative total stockholder return on Reunion
Industries' common stock with the cumulative total return of the Standard &
Poor's 500 Stock Index and the above mentioned "Peer Group" index.
Five Year Total Return(1)
[Graph Appears Here]
<TABLE>
<CAPTION>
Fiscal Year Ending
---------------------------------------
Company 1994 1995 1996 1997 1998 1999
- ------- ---- ------ ------ ------ ------ ------
<S> <C> <C> <C> <C> <C> <C>
Reunion Industries, Inc......................... 100 100.00 80.00 103.75 55.00 34.06
Standard & Poor's 500 Stock Index(2)............ 100 137.58 169.17 225.61 290.09 351.13
Peer Group(3)................................... 100 119.34 124.47 139.36 213.04 143.80
</TABLE>
- ------
(1) Tabular data assumes that the value of the investment in Reunion
Industries' common stock and each index was $100 at January 1, 1995 and
that all dividends if any, were reinvested.
(2) Standard & Poor's 500 Total Return Index provided by Media General
Financial Services, Inc.
(3) Total Return Index provided by Media General Financial Services, Inc. for
the Peer Group of five companies selected by Reunion Industries. Essef
Corp. and Glassmaster Co., used previously in this Peer Group by Reunion
Industries, have been omitted. Essef Corp. was acquired and is no longer
publicly traded. Glassmaster Co. has been delisted. The Peer Group is
made up of the following:
<TABLE>
<S> <C>
Advanced Technical Products Summa Industries
Myers Industrial Inc. Triple S Plastics Inc.
Rotonics Manufacturing
</TABLE>
12
<PAGE>
Certain Relationships and Related Transactions
Chatwins Group Merger
At December 31, 1999, Chatwins Group owned 1,450,000 shares, or
approximately 37%, of Reunion Industries' common stock. On March 16, 2000,
Reunion Industries completed a merger with Chatwins Group. The merger was
approved by Reunion Industries' Board of Directors in July 1999 and by its
stockholders in December 1999, subject to certain conditions, including the
completion of a refinancing that would retire certain debt and provide
adequate working capital after the merger. Reunion Industries entered into
credit facilities with Bank of America and others simultaneously with the
merger.
To complete the merger, Reunion Industries issued 9,500,000 shares of common
stock to holders of Chatwins Group's common stock. Cash was paid in lieu of
issuing fractional shares. The 1,450,000 shares of Reunion Industries' common
stock previously owned by Chatwins Group were retired in the merger. As a
result of the merger, the Chatwins Group stockholders own approximately 79% of
Reunion Industries' common stock. The merger agreement also provides that up
to an additional 500,000 shares of common stock will be issued to the Chatwins
Group stockholders if the former Chatwins Group businesses achieve specified
performance levels in 2000.
Charles E. Bradley, Sr., Chairman, Chief Executive Officer and a director of
Reunion Industries, was the Chairman and a director of Chatwins Group and the
beneficial owner of approximately 47% of the outstanding common stock of
Chatwins Group. John G. Poole, a director of Reunion Industries, was a
director of Chatwins Group and the beneficial owner of approximately 15% of
the outstanding common stock of Chatwins Group. Thomas L. Cassidy, a director
of Reunion Industries, was a director of Chatwins Group until June 1997.
Kingway Acquisition
Reunion Industries also acquired Stanwich Acquisition Corp. (d/b/a Kingway
Material Handling Company) ("Kingway") on March 16, 2000. Kingway manufactures
gravity flow storage racks and computer-assisted picking systems, primarily
for warehouse material handling applications. Charles E. Bradley, Sr., Kimball
Bradley and Mr. Evans were officers and directors of Kingway and owned 42.5%,
42.5% and 15%, respectively, of Kingway's common stock. Reunion Industries
paid $100,000 for the Kingway common stock and issued 5,000 shares of Series B
15% preferred stock in exchange for Kingway's 15% preferred stock held by
Stanwich Financial Services Corp.
Affiliate Transactions--Reunion Industries
Reunion Industries was indebted to CGI Investment Corp. ("CGII") pursuant to
a $250,000 promissory note dated May 21, 1993. CGII is owned 51% by Stanwich
Partners, Inc. ("SPI") and 49% by Chatwins Group. Charles E. Bradley, Sr., Mr.
Poole and Mr. Evans are officers, directors and/or stockholders of SPI. The
note was subordinated to the prior payment of indebtedness owing by Reunion
Industries to The CIT Group/Business Credit, Inc. ("CITBC") except that if
certain conditions were met, regularly scheduled monthly interest payments
could be paid when due. Reunion Industries was also permitted to recover
certain environmental remediation costs relating to soil and ground water
contamination at Rostone's Lafayette, Indiana site by offset against this
note. In December 1999, Reunion Industries and CGII agreed to settle this debt
and the offset rights for a net payment by Reunion Industries of $20,000.
To facilitate the closing of the CITBC Credit Facility, Charles E. Bradley,
Sr. guaranteed the obligations of Reunion Industries under the CITBC Credit
Facility, which was repaid on March 16, 2000. Mr. Bradley received a credit
support fee from Reunion Industries in an aggregate amount equal to 3% per
annum of the amount guaranteed, payable monthly. Mr. Bradley's rights to
payment of the monthly installments of the credit support fee were
subordinated to the prior payment of indebtedness owing to CITBC.
Charles E. Bradley, Sr. holds a note from Reunion Industries in the amount
of $1,017,000 bearing interest at 11% per annum that was acquired from a
former owner of Rostone in connection with Reunion Industries' acquisition of
Rostone in 1996. This note was subordinated to the prior payment of
indebtedness owing by
13
<PAGE>
Reunion Industries to CITBC and is now subordinated to indebtedness to Bank of
America except that if certain conditions are met, regularly scheduled
payments of interest may be paid when due.
Reunion Industries subleases from SPI approximately 1,500 square feet of
office space in Stamford, Connecticut for corporate offices. Reunion
Industries believes that the terms of this sublease are comparable to those
available from third parties.
In 1997 and 1998, a subsidiary of Reunion Industries entered into leases for
machinery and equipment with CPS Leasing, a subsidiary of Consumer Portfolio
Services, Inc. ("CPS"). Charles E. Bradley, Sr. and Mr. Poole are directors
and stockholders of CPS. The leases were for terms of two to seven years. The
Company believes that the terms of these leases were comparable to those
available from third parties.
Beginning in February 1998, Reunion Industries entered into an arrangement
for flying services with Butler Air, Inc. ("Butler"). Charles E. Bradley, Sr.
is a director of Butler and the owner of 65% of Stanwich Aviation Company,
Inc., of which Butler is a wholly owned subsidiary. Butler provides charter
flight services for certain business travel by Company officers and employees
at rates which Reunion Industries believes are comparable to those available
from third parties. Reunion Industries paid a monthly minimum of $5,000, which
was credited against services as used. This arrangement was terminated in June
1999.
Beginning in August 1998, Reunion Industries borrowed funds for corporate
working capital from Stanwich Financial Service Corp. ("SFSC"). Charles E.
Bradley, Sr., Mr. Poole and Mr. Evans are officers, directors and/or
stockholders of SFSC. The debt bears interest at 15% and was originally
scheduled to mature September 30, 1998. SFSC agreed to extend the maturity to
December 31, 1999 while Reunion Industries looked for an alternative source of
funds. This debt was fully repaid in February and August 1999.
In August 1999, Reunion Industries loaned $310,000 to SFSC. The loan was
scheduled to be repaid in December 1999 with interest at 15%. In December
1999, Reunion Industries agreed to extend the maturity to March 2000 and
loaned an additional $40,000 to SFSC, also with interest at 15% and maturing
March 2000. In connection with the merger, Reunion Industries and SFSC agreed
to offset $40,000 against amounts due to SFSC assumed by Reunion Industries in
connection with the acquisition of Kingway, and to extend the maturity of
$310,000 to June 30, 2000.
Under the arrangements described above, Reunion Industries' financial
statements include the following amounts and balances:
Year ended December 31, 1999:
<TABLE>
<S> <C>
Interest Income: SFSC....................................... $ 15,000
Rent Expense:
CPS Leasing................................................. 218,000
SPI......................................................... 32,000
Travel Expense: Butler........................................ 55,000
Interest Expense:
Mr. Bradley................................................. 112,000
CGII........................................................ 33,000
SFSC........................................................ 38,000
Guarantee fees: Mr. Bradley................................... 666,000
As of December 31, 1999
Current assets:
SFSC: notes receivable...................................... $ 350,000
SFSC: interest receivable................................... 15,000
Current liabilities: Mr. Bradley: fees........................ 123,000
Long term debt-related parties: Mr. Bradley................... 1,017,000
</TABLE>
14
<PAGE>
Future minimum rental commitments under noncancellable operating leases to
CPS Leasing were $779,000 as of December 31, 1999.
During 1999, Reunion Industries manufactured component parts for Kingway.
Sales to Kingway in 1999 were $443,000 and were at margins equivalent to those
earned on sales to third party customers at comparable volumes. Receivables
from Kingway were $65,000 at December 31, 1999.
Prior to the merger, Reunion Industries obtained its property, casualty and
general liability insurance coverage, as well as health care coverage for
corporate and Juliana employees, through a joint arrangement with Chatwins.
Reunion Industries and Chatwins Group shared the costs in proportion to
coverages.
Affiliate Transactions--Chatwins Group
Charles E. Bradley, Sr. and Mr. Poole owed Chatwins Group $757,000 and
$243,000, respectively. These amounts were due pursuant to interest-free
demand notes relating to the May 1988 issuance of certain Chatwins Group
preferred stock. In connection with the merger, these amounts were converted
to stockholder notes with interest at 10%, payable only out of dividends paid
on or redemption proceeds paid for the Series A preferred stock issued in the
merger.
Chatwins Group has a consulting agreement with SPI under which $300,000 was
recorded as expense during the year ended December 31, 1999. The consulting
agreement expires on March 31, 2003 unless terminated by SPI with 30 days'
notice. Under the consulting agreement, Chatwins Group retains SPI to render
consulting services in the field of financial planning and reporting. Annual
payments are permitted on this agreement as long as Chatwins Group meets an
interest coverage ratio of at least 1.5 to 1 for the prior four full fiscal
quarters. All amounts owed to SPI from Chatwins Group have been paid in full
at December 31, 1999. This agreement was assumed by Reunion Industries in
connection with the merger.
Kingway and Auto-Lok, a division of Chatwins Group, had a service agreement
pursuant to which Kingway would utilize Auto-Lok's surplus capacity in
exchange for fees approximately equal to Auto-Lok's costs of providing the
surplus capacity. During 1999, costs totaling $1,550,000 were charged to
Kingway under this agreement. At December 31, 1999, Chatwins Group had
receivables totaling $2,151,000 from Kingway. Simultaneously with the merger,
Reunion acquired Kingway. Subsequent to the merger and acquisition, Reunion
has integrated Kingway and Auto-Lok into a single business unit.
NPS Acquisition Corp. (NPSAC), doing business as NAPTech Pressure Systems
(NAPTech), and the CPI division of Chatwins Group have a services agreement
pursuant to which CPI provides certain administrative services to NAPTech for
cash fees. NPSAC is wholly owned by Charles E. Bradley, Sr. Like Chatwins
Group's CPI division, NAPTech manufactures steel seamless pressure vessels. In
addition to the services agreement, Chatwins Group and NAPTech are also
engaged in other business-related transactions. The NAPTech services agreement
was extended on August 1999 for a one year period. During 1999, costs totaling
$845,000 were charged to NAPTech under this agreement. At December 31, 1999,
Chatwins Group had receivables totaling $993,000 from NAPTech.
Chatwins Group has entered into various operating lease agreements with CPS
Leasing. During 1999, Chatwins Group made lease payments totaling $597,000 to
CPS Leasing.
Beginning in February 1998, Chatwins Group entered into an arrangement for
flying services with Butler to provide charter flight services for certain
business travel by Chatwins Group officers and employees at rates which
Chatwins Group believes are comparable to those available from third parties.
Chatwins Group paid a monthly fee of $5,000, which was credited against
services used. This arrangement was terminated in June 1999.
Beginning in January 1999, Charles E. Bradley, Sr. guaranteed up to
$3,470,000 of the special availability amount borrowed under Chatwins Group's
revolving credit facility with NationsBank for a fee of 5% annually. The
guarantee ended by its terms on September 30, 1999. Chatwins Group paid Mr.
Bradley a fee of $112,500 in October 1999.
15
<PAGE>
Accountants
PricewaterhouseCoopers LLP was selected by the Audit Committee of the Board
of Directors to audit Reunion Industries' financial statements for the fiscal
year ending December 31, 1999. Representatives of PricewaterhouseCoopers are
expected to be present at the Annual Meeting of Stockholders on June 14, 2000
to respond to appropriate questions.
Limitation on Incorporation by Reference
Notwithstanding any reference in prior or future filings of Reunion
Industries with the Securities and Exchange Commission which purports to
incorporate this proxy statement by reference into another filing, such
incorporation shall not include any material included herein under the
captions "Management Information--Compensation Committee Report" or "Other
Information--Common Stock Performance Graph".
Other Matters
The Annual Report to Stockholders covering the year ended December 31, 1999
has been mailed with this proxy statement to each stockholder entitled to vote
at the Annual Meeting. Copies of Reunion Industries' Annual Report on Form 10-
K (excluding exhibits) for the fiscal year ended December 31, 1999, as filed
with the Securities and Exchange Commission, will be furnished upon written
request to stockholders who have not previously received a copy from Reunion
Industries. In addition, Reunion Industries will furnish any exhibit to its
Annual Report on Form 10-K upon written request and upon payment of a fee
limited to Reunion Industries' reasonable expenses in furnishing such exhibit.
Written requests may be directed to Richard L. Evans, Secretary, Reunion
Industries, Inc., 300 Weyman Plaza, Suite 340, Pittsburgh, Pennsylvania 15236.
Deadline for Stockholder Proposals
Although it has not yet determined a date for its 2001 annual meeting of
stockholders, Reunion Industries intends to hold the meeting in early to
middle 2001. Reunion Industries will inform stockholders of the date of the
2001 annual meeting in a future periodic report to be filed with the
Securities and Exchange Commission. Proposals of stockholders of Reunion
Industries intended to be presented at the 2001 annual meeting of stockholders
must be received by the Secretary of Reunion Industries at 11 Stanwix Street,
Pittsburgh, Pennsylvania 15222 a reasonable time before Reunion Industries
begins to print and mail its proxy materials. If such proposal are in
compliance with all of the requirements of Rule 14a-8 under the Exchange Act,
they will be included in the proxy statement and set forth on this form of
proxy issued for the next annual meeting of stockholders.
If a stockholder intends to present a proposal at the 2001 annual meeting of
stockholders without seeking to include the proposal in Reunion Industries'
proxy statement, management proxies will be entitled to use the discretionary
voting authority that will be contained in the proxies for the 2001 annual
meeting of stockholders to vote on the stockholder's proposal at the 2001
annual meeting of stockholders.
The cost of soliciting proxies in the accompanying form will be borne by
Reunion Industries.
The persons designated as proxies to vote shares at the meeting intend to
exercise their judgment in voting such shares on other matters that may
properly come before the meeting. Management does not expect that any matters
other than those referred to in this proxy statement will be presented for
action at the meeting.
By Order of the Board of Directors
/s/ Richard L. Evans
Richard L. Evans
Secretary
May 3, 2000
16
<PAGE>
REVOCABLE PROXY
REUNION INDUSTRIES, INC.
[X] PLEASE MARK VOTES AS IN THIS EXAMPLE
THIS PROXY IS SOLICITED BY THE BOARD OF DIRECTORS FOR THE ANNUAL MEETING OF
STOCKHOLDERS TO BE HELD ON JUNE 14, 2000.
The undersigned stockholder of Reunion Industries, Inc. (the "Company") hereby
appoints Charles E. Bradley, Sr., Kimball J. Bradley, or John G. Poole, or any
of them, attorneys and proxies of the undersigned; each with full power of
substitution, to vote on behalf of the undersigned at the Annual Meeting of
Stockholders of the Company to be held at the Company's offices, 11 Stanwix
Street, Pittsburgh, Pennsylvania 15222, on Wednesday, June 14, 2000.
Please be sure to sign and date this Proxy in the box below.
- ----------------------------------
Date
- ----------------------------------
Stockholder sign above
- ----------------------------------
Co-holder (if any) sign above
FOR ALL
1. The election as directors (except as FOR WITHHOLD EXCEPT
indicated below) of all nominees. [ ] [ ] [ ]
THOMAS N. AMONETT W. R. CLERIHUE
CHARLES E. BRADLEY, SR. JOSEPH C. LAWYER
KIMBALL J. BRADLEY FRANKLIN MYERS
THOMAS L. CASSIDY JOHN G. POOLE
INSTRUCTIONS: to withhold authority to vote for any individual nominee, mark
"For all Except" and write that nominee's name in the space provided below.
- -------------------------------------------------------------------------------
FOR ALL
2. In their discretion, upon such other matters FOR WITHHOLD EXCEPT
as may properly come before the meeting, [ ] [ ] [ ]
hereby revoking any proxy or proxies
heretofore given by the undersigned.
Please check box if you plan to attend the Annual Meeting. [ ]
The Board of Directors recommends a vote FOR each of the proposals set forth
above; if no specification is made, the shares will be voted FOR such proposals.
- -------------------------------------------------------------------------------
DETACH ABOVE CARD, SIGN, DATE AND MAIL IN POSTAGE PAID ENVELOPE PROVIDED.
REUNION INDUSTRIES, INC.
- -------------------------------------------------------------------------------
The above signed hereby acknowledges receipt of the Notice of Annual Meeting of
stockholders and the Proxy Statement furnished herewith.
Signatures should agree with name or names printed hereon. If stock is held in
the name of more than one person, EACH joint owner should sign. Executors,
administrators, trustees, guardians and attorneys should indicate the capacity
in which they sign. Attorneys should submit powers of attorney.
PLEASE ACT PROMPTLY
SIGN, DATE & MAIL YOUR PROXY CARD TODAY
