<PAGE>
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
AMENDMENT NO. 5
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 17 Pages
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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 114,604
SHARES -----------------------------------------------------------
SHARED VOTING POWER
BENEFICIALLY 8
271,280
OWNED BY
-----------------------------------------------------------
EACH SOLE DISPOSITIVE POWER
9
REPORTING 114,604
PERSON -----------------------------------------------------------
SHARED DISPOSITIVE POWER
WITH 10
271,280
- ------------------------------------------------------------------------------
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11
4,892,711
- ------------------------------------------------------------------------------
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
12
(See Instructions) [_]
- ------------------------------------------------------------------------------
Page 2 of 17 Pages
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- ------------------------------------------------------------------------------
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13
40.6%
- ------------------------------------------------------------------------------
TYPE OF REPORTING PERSON (See Instructions)
14
IN
- ------------------------------------------------------------------------------
Page 3 of 17 Pages
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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
1,446,604
OWNED BY
-----------------------------------------------------------
EACH SOLE DISPOSITIVE POWER
9
REPORTING 18,333
PERSON -----------------------------------------------------------
SHARED DISPOSITIVE POWER
WITH 10
1,581,458
- ------------------------------------------------------------------------------
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11
1,599,791
- ------------------------------------------------------------------------------
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
12
(See Instructions) [_]
- ------------------------------------------------------------------------------
Page 4 of 17 Pages
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- ------------------------------------------------------------------------------
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13
13.3%
- ------------------------------------------------------------------------------
TYPE OF REPORTING PERSON (See Instructions)
14
IN
- ------------------------------------------------------------------------------
Page 5 of 17 Pages
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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 6 of 17 Pages
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13
37.6%
- ------------------------------------------------------------------------------
TYPE OF REPORTING PERSON (See Instructions)
14
PN
Page 7 of 17 Pages
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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 1,446,604
-----------------------------------------------------------
EACH SOLE DISPOSITIVE POWER
9
REPORTING
None
PERSON -----------------------------------------------------------
SHARED DISPOSITIVE POWER
WITH 10
1,446,604
- ------------------------------------------------------------------------------
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11
1,446,604
- ------------------------------------------------------------------------------
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
12
(See Instructions) [_]
- ------------------------------------------------------------------------------
Page 8 of 17 Pages
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13
12.1%
- ------------------------------------------------------------------------------
TYPE OF REPORTING PERSON (See Instructions)
14
PN
- ------------------------------------------------------------------------------
Page 9 of 17 Pages
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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 10 of 17 Pages
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- --------------------------------------------------------------------------
(13) Percent of class represented by amount
in Row (11) 44.1%
- --------------------------------------------------------------------------
(14) Type of reporting person (see
instructions) IN
- --------------------------------------------------------------------------
Page 11 of 17 Pages
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REUNION INDUSTRIES, INC. SCHEDULE 13D
AMENDMENT NO. 5
This Amendment No. 5 ("Amendment No. 5") is jointly filed by Charles
E. Bradley, Sr., the Charles E. Bradley Family Limited Partnership, John G.
Poole, the John G. Poole Family Limited Partnership and Kimball J. Bradley to
amend a Statement on Schedule 13D, dated as of June 28, 1995 (the "Schedule
13D"), as amended by Amendment No. 1, dated as of June 25, 1998, Amendment No.
2, dated as of March 30, 1999, Amendment No. 3, dated as of July 30, 1999 and
Amendment No. 4, dated as of April 3, 2000 ("Amendment No. 4"). This Amendment
No. 5 is being filed to correct certain errors in Amendment No. 4 and amends
Items 5, 6 and 7 of the Schedule 13D, as amended. Except as amended hereby, the
information set forth in the Schedule 13D, as amended, remains true, complete
and correct. All capitalized terms used herein but not otherwise defined shall
have the meaning ascribed to such terms in the Schedule 13D, as amended.
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. Mr. Bradley is the President, the sole
director and an owner of fifty percent (50%) of the outstanding shares of
common stock of Stanwich Financial Services Corp. ("SFSC"), which currently owns
271,280 shares of Common Stock of the Company. Mr. Bradley may be deemed to
beneficially own the 271,280 shares of Common Stock of the Company held by SFSC
by virtue of his relationships with SFSC and by virtue of being a majority
shareholder of SFSC. In addition, Mr. Bradley is deemed to beneficially own
49,733 shares of Common Stock of the Company by virtue of options to purchase
49,733 shares of Common Stock of the Company that are exercisable within 60 days
of the date hereof. Accordingly, Mr. Bradley may be deemed to own, in the
aggregate, 4,892,711 shares of Common Stock, or approximately 40.6% of the sum
of the Merger Outstanding Common Stock of the Company plus 49,733 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
1,446,604 shares of Common
Page 12 of 17 Pages
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Stock. Accordingly, the Poole FLP owns, in the aggregate, 1,446,604 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 1,446,604 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, 1,599,791 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 may be deemed to share with SFSC the power to direct the
disposition and the power to direct the vote of the 271,280 held by SFSC based
upon his relationships with SFSC as its President, its sole director and as a
majority shareholder of SFSC.
Mr. Bradley has the sole power to dispose of and the sole power to
vote the 114,604 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 49,733 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 1,446,604 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 13 of 17 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 Trust 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.
Pursuant to the Securities Pledge Agreement (the "Pledge Agreement"),
dated as of May 1, 1993, between the Bradley FLP, the Poole FLP, the Company, as
successor to Chatwins in the recent merger of Chatwins with and into the
Company, and State Street Bank and Trust Company, as successor Collateral Agent
to The First National Bank of Boston (the "Collateral Agent"), the Bradley FLP
and the Poole FLP pledged 4,145,247 shares and 552,703 shares, respectively, 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 Securities
would immediately become vested in the Collateral Agent.
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.
Page 14 of 17 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: April 13, 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 15 of 17 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: April 13, 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 16 of 17 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 17 of 17 Pages
