SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
AMENDMENT NO. 2
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)
CHARLES E. BRADLEY, SR.
c/o STANWICH PARTNERS, INC.
ONE STAMFORD LANDING
62 SOUTHFIELD AVENUE
STAMFORD, CONNECTICUT 06902
(203) 325-0551
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
February 21, 2002
(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. [ ]
REUNION INDUSTRIES, INC. SCHEDULE 13D
(1) Name of reporting persons........CHARLES E. BRADLEY, SR.
(2) Check the appropriate box
if a member of a group
(see instructions)...............(a) [X] (b) [ ]
(3) SEC use only.....................
(4) Source of funds (see
instructions)....................Not applicable
(5) Check if disclosure of legal
proceedings is required
pursuant to items 2(d) or 2(e)...[ ]
(6) Citizenship or place
of organization..................United States
Number of shares beneficially owned by each reporting person with:
(7) Sole voting power...............94,011
(8) Shared voting power.............1,751,697
(9) Sole dispositive power..........94,011
(10) Shared dispositive power........6,475,987
(11) Aggregate amount beneficially
owned by each reporting person..6,569,998
(12) Check if the aggregate amount
in Row (11) excludes certain
shares (see instructions).......[ ]
(13) Percent of class represented
by amount in Row (11)...........41.9%
(14) Type of reporting
person (see instructions).......IN
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REUNION INDUSTRIES, INC. SCHEDULE 13D
(1) Name of reporting persons........KIMBALL J. BRADLEY
(2) Check the appropriate box
if a member of a group
(see instructions)...............(a) [X] (b) [ ]
(3) SEC use only.....................
(4) Source of funds (see
instructions)....................OO and PF
(5) Check if disclosure of legal
proceedings is required
pursuant to items 2(d) or 2(e)...[ ]
(6) Citizenship or place
of organization..................United States
Number of shares beneficially owned by each reporting person with:
(7) Sole voting power...............1,649,524
(8) Shared voting power.............4,672,393
(9) Sole dispositive power..........1,649,524
(10) Shared dispositive power........0
(11) Aggregate amount beneficially
owned by each reporting person..6,321,917
(12) Check if the aggregate amount
in Row (11) excludes certain
shares (see instructions).......[ ]
(13) Percent of class represented
by amount in Row (11)...........40.5%
(14) Type of reporting
person (see instructions).......IN
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REUNION INDUSTRIES, INC. SCHEDULE 13D
(1) Name of reporting persons........CHARLES E. BRADLEY, SR. FAMILY
LIMITED PARTNERSHIP
(2) Check the appropriate box
if a member of a group
(see instructions)...............(a) [X] (b) [ ]
(3) SEC use only.....................
(4) Source of funds (see
instructions)....................Not applicable
(5) Check if disclosure of legal
proceedings is required
pursuant to items 2(d) or 2(e)...[ ]
(6) Citizenship or place
of organization..................Connecticut, United States
Number of shares beneficially owned by each reporting person with:
(7) Sole voting power...............0
(8) Shared voting power.............4,672,393
(9) Sole dispositive power..........0
(10) Shared dispositive power........4,672,393
(11) Aggregate amount beneficially
owned by each reporting person..4,672,393
(12) Check if the aggregate amount
in Row (11) excludes certain
shares (see instructions).......[ ]
(13) Percent of class represented
by amount in Row (11)...........30.0%
(14) Type of reporting
person (see instructions).......PN
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REUNION INDUSTRIES, INC. SCHEDULE 13D
This Amendment No. 2 to Schedule 13D is jointly filed by Charles E.
Bradley, Sr. ("Mr. Bradley"), Kimball J. Bradley ("Mr. K. Bradley") and the
Charles E. Bradley, Sr., Family Limited Partnership (the "Bradley FLP" and,
collectively with Mr. Bradley and Mr. K. Bradley, the "Reporting Persons").
ITEM 1. Security and Issuer.
This statement on Schedule 13D relates to the Common Stock, $0.01 par
value per share (the "Common Stock"), of Reunion Industries, Inc., a Delaware
corporation ("Reunion"). The principal executive offices of Reunion are
located at 11 Stanwix Street, Suite 1400, Pittsburgh, Pennsylvania 15222.
ITEM 2. Identity and Background.
1. Charles E. Bradley, Sr.
Mr. Bradley is the Chairman of the Board, Chief Executive Officer and a
Director of Reunion, the President and sole director of KSB Acquisition Corp.
("KSB"), Hanna Investment Corporation ("HANNA") and Stanwich Financial
Services Corp. ("SFSC") and the President and a Director of Stanwich Partners,
Inc. Mr. Bradley's business address is c/o Stanwich Partners, Inc., One
Stamford Landing, 62 Southfield Avenue, Stamford, Connecticut 06902. Mr.
Bradley is a citizen of the United States.
During the last five years Mr. Bradley has not been convicted in a
criminal proceeding (excluding traffic violations or similar misdemeanors) and
has not been a party to a civil proceeding of a judicial or administrative
body of competent jurisdiction and as a result of such proceeding was or is
subject to a judgment, decree or final order enjoining future violations of,
or prohibiting or mandating activities subject to, federal or state securities
laws or finding any violation with respect to such laws.
2. Charles E. Bradley, Sr. Family Limited Partnership.
The Bradley FLP is a Connecticut limited partnership. The principal
activities of the Bradley FLP are to manage and invest the assets held by the
partnership. The principal business address of the Bradley FLP is c/o
Stanwich Partners, Inc., 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.
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REUNION INDUSTRIES, INC. SCHEDULE 13D
3. Kimball J. Bradley
Kimball J. Bradley is the President and Chief Operating Officer and a
director of Reunion. Mr. K. Bradley's business address is 11 Stanwix Street,
Suite 1400, Pittsburgh, Pennsylvania 15222. Mr. K. Bradley is a citizen of
the United States.
During the last five years Mr. K. 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 violations with respect to such laws.
ITEM 3. Source and Amount of Funds or Other Consideration.
The following transactions in the Common Stock by or involving the
Reporting Persons are reported herein:
On August 16, 2001 Mr. Bradley sold 1,906 shares at a price of $1.11 per
share.
With his personal funds, Mr. K. Bradley purchased the following shares in
open market transactions:
Date No. of Shares Price per Share
-------- ------------- ---------------
12/07/01 4,000 $0.30
12/07/01 4,000 $0.22
12/27/01 1,000 $0.35
12/28/01 3,000 $0.35
12/31/01 4,000 $0.35
On February 21, 2002, KSB sold to Mr. K. Bradley, and Mr. K. Bradley
purchased from KSB, 623,685 shares of the Common Stock at a price of $0.55 per
share. Mr. K. Bradley paid the purchase price for these shares by issuing to
KSB his promissory note in the principal amount of $343,027.
On February 21, 2002, Hanna sold to Mr. K. Bradley, and Mr. K. Bradley
purchased from Hanna, 132,783 shares of the Common Stock at a price of $0.55
per share. Mr. K. Bradley paid the purchase price for these shares by issuing
to Hanna his promissory note in the principal amount of $73,031.
The number of shares subject to employee stock options exercisable
currently or within 60 days increased by 8,334 in the cases of both Mr.
Bradley and Mr. K. Bradley. In each case, the consideration for these options
was services as an employee of Reunion.
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REUNION INDUSTRIES, INC. SCHEDULE 13D
ITEM 4. Purpose of the Transaction.
The sale of Common Stock by Mr. Bradley reported in Item 3, above, was
made to raise cash to pay certain obligations. The sale of the Common Stock
by KSB and Hanna reported in Item 3 was made to transform an equity investment
into a debt investment. The Reporting Persons have acquired Common Stock
previously and acquired the Common Stock included in this Statement for
investment. The Reporting Persons also intend to influence the control of
Reunion, inasmuch as Mr. Bradley and Mr. K. Bradley are directors of Reunion,
and are, respectively, its Chief Executive Officer, and President and Chief
Operating Officer. The Reporting Persons may sell and buy Common Stock from
time to time.
As of the date hereof, the Reporting Persons have no plan or proposal
which relates to or would result in any of the actions described in Item 4 of
Schedule 13D, except that Reunion is considering the possible sale of two of
its business units.
ITEM 5. Interest in Securities of the Issuer.
(a) The Bradley FLP owns, in the aggregate, 4,672,393 shares of
Common Stock of Reunion, or approximately 30.0%, of the 15,590,619 issued and
outstanding shares of the Common Stock of Reunion (the "Outstanding Common
Stock").
Mr. Bradley is the general partner and manages the business and affairs
of the Bradley FLP and, therefore, may be deemed to beneficially own the
4,672,393 shares of Common Stock of Reunion held by the Bradley FLP.
Mr. Bradley individually owns 52,373 shares of Common Stock of Reunion
and is deemed to beneficially own 93,535 shares of Common Stock of Reunion by
virtue of options to purchase 93,535 shares of Common Stock of Reunion that
are exercisable currently or within 60 days.
Mr. Bradley is the president, sole director and a shareholder of Hanna
and, therefore, may be deemed to beneficially own the 100,000 shares of the
Common Stock of Reunion held by Hanna.
Mr. Bradley is the President, sole director and the sole shareholder of
SFSC and, therefore, may be deemed to beneficially own the 1,651,697 shares of
Common Stock of Reunion held by SFSC.
Accordingly, Mr. Bradley may be deemed to beneficially own, in the
aggregate, 6,569,998 shares of Common Stock of Reunion, or approximately 41.9%
of the sum of the Outstanding Common Stock plus 93,535 shares represented by
Mr. Bradley's options.
Mr. K. Bradley individually owns 1,611,189 shares of Common Stock of
Reunion and is deemed to beneficially own 38,335 shares of Common Stock of
Reunion by virtue of options to purchase 38,335 shares of Common stock of
Reunion that are exercisable currently or within 60 days.
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REUNION INDUSTRIES, INC. SCHEDULE 13D
Mr. K. Bradley is the person designated by the Bradley FLP to vote the
4,672,393 shares of Common Stock of Reunion held by the Bradley FLP, and he
therefore may be deemed to beneficially own such shares.
Accordingly, Mr. K. Bradley may be deemed to beneficially own, in the
aggregate, 6,321,917 shares of Common Stock of Reunion, or approximately 40.5%
of the sum of Outstanding Common Stock plus 38,335 shares represented by his
options.
(b) Subject to Items 5(d) and 6, below, the Bradley FLP and Mr.
Bradley may be deemed to share the power to dispose or to direct the
disposition of the 4,672,393 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. Subject to
Items 5(d) and 6, below, the Bradley FLP and Mr. K. Bradley may be deemed to
share the power to vote the 4,672,393 shares held by the Bradley FLP based
upon (i) the Bradley FLP's record ownership of these shares and (ii) Mr. K.
Bradley's designation by the Bradley FLP as the person to vote these shares.
Mr. Bradley may be deemed to share the power to vote or direct the vote
and the power to dispose or direct the disposition of the shares held by Hanna
and SFSC based upon his relationships as an officer, director and shareholder
with each of Hanna and SFSC.
Subject to Items 5(d) and 6, below, Mr. Bradley has the sole power to
vote and the sole power to dispose of the 145,908 shares of Common Stock of
Reunion beneficially owned by him, based upon his record ownership of 52,373
such shares and by virtue of his options to purchase 93,535 such shares.
Mr. K. Bradley has the sole power to vote and dispose of the 1,649,524
shares of Common Stock of Reunion beneficially owned by him, based upon his
record ownership of 1,611,189 such shares and by virtue of his options to
purchase 38,335 such shares.
Mr. Bradley may be deemed to have been the beneficial owner of the shares
formerly held by KSB based upon his relationship as an officer, director and
shareholder of KSB.
(c) There were no transactions in the Common Stock of Reunion by or
involving the Reporting Persons during the past 60 days other than those
transactions reported in Item 3, above.
(d) Mr. Bradley and the Bradley FLP have pledged, respectively,
51,897 and 361,580 shares of the Common Stock of Reunion to Sovereign Bank to
secure certain indebtedness of Mr. Bradley. Because a default has occurred
under such indebtedness, Sovereign Bank has the right to receive any dividends
from, and any proceeds from the sale of, such pledged shares (but not more
than the amount of the debt secured by such pledges).
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REUNION INDUSTRIES, INC. SCHEDULE 13D
Pursuant to the Securities Pledge Agreement dated as of May 1, 1993 (the
"State Street Pledge Agreement") among the Bradley FLP, the John Grier Family
Limited Partnership, and the State Street Bank and Trust Company, as successor
Collateral Agent to the First National Bank of Boston (the "Collateral
Agent"), the Bradley FLP pledged 4,145,247 shares of the Common Stock to
secure the obligations under the Indenture, dated as of May 1, 1993, between
Reunion and the Collateral Agent, as Trustee, relating to certain Senior Notes
issued by Reunion in 1993 that are due in 2003. Because a "Realization Event"
has occurred under the State Street Pledge Agreement as a result of interest
payment default under such Senior Notes, the Collateral Agent has the right to
receive any dividends from, and any proceeds from the sale of such pledged
shares (but not more than the amount of the debt secured by such pledges).
(e) Not Applicable.
ITEM 6. Contracts, Arrangements, Understandings or Relationships With
Respect to Securities of the Issuer.
Under the terms of the pledges to Sovereign Bank referred to in Item
5(d), above, because a default has occurred, Sovereign Bank may have the right
to vote with respect to 51,897 shares of the Common Stock of Reunion owned by
Mr. Bradley and 361,580 shares of such Common Stock owned by the Bradley FLP.
Under the terms of the State Street Pledge Agreement referred to in Item 5(d),
above, because a "Realization Event" has occurred, the Collateral Agent has
the right to vote with respect to 4,145,247 shares of Common Stock owned by
the Bradley FLP during the continuation of such event.
ITEM 7. Material to be Filed as Exhibits.
1. Joint Filing Agreement among Mr. Bradley, Mr. K. Bradley and the
Bradley FLP.
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REUNION INDUSTRIES, INC. SCHEDULE 13D
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 11, 2002
CHARLES E. BRADLEY, SR. FAMILY
LIMITED PARTNERSHIP
By: /s/ Charles E. Bradley, Sr.
------------------------------
Charles E. Bradley, Sr.
General Partner
/s/ Charles E. Bradley, Sr.
------------------------------
Charles E. Bradley, Sr.
/s/ Kimball J. Bradley
------------------------------
Kimball J. Bradley
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REUNION INDUSTRIES, INC. SCHEDULE 13D
EXHIBIT 1
JOINT FILING AGREEMENT
This will confirm the agreement by and among all the undersigned that the
Amendment No. 2 to 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 11, 2002
CHARLES E. BRADLEY, SR. FAMILY
LIMITED PARTNERSHIP
By: /s/ Charles E. Bradley, Sr.
------------------------------
Charles E. Bradley, Sr.
General Partner
/s/ Charles E. Bradley, Sr.
------------------------------
Charles E. Bradley, Sr.
/s/ Kimball J. Bradley
------------------------------
Kimball J. Bradley
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