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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-1004
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported) February 3, 2005
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REUNION INDUSTRIES, INC.
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(Exact name of registrant as specified in its charter)
DELAWARE 01-15739 06-1439715
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(State of Incorporation) (Commission File No.) (IRS Employer ID No.)
11 STANWIX STREET, SUITE 1400
PITTSBURGH, PENNSYLVANIA 15222
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(Address of principal executive offices, including zip code)
(412) 281-2111
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(Registrant's telephone number, including area code)
NOT APPLICABLE
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(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of
the following provisions (see General Instruction A.2. below):
[ ] Written communications pursuant to Rule 425 under the Securities Act
(17 CFR 230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act
(17 CFR 240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
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ITEM 2.04 Triggering Events That Accelerate or Increase a Direct Financial
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Obligation or an Obligation under an Off-Balance Sheet
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Arrangement.
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Reunion Industries, Inc. (the "Company") is indebted in the principal
amount of $22,013,000 under certain 13% Senior Notes (the "Senior Notes")
issued by the Company pursuant to the Indenture dated May 1, 1993 (as amended,
the "Indenture") between the Company and U.S. Bank, National Association, as
successor trustee (the "Trustee"). As a result of the Company's failure by
February 2 to make an interest payment in the amount of $2,928,000 under the
Senior Notes that was due January 3, 2005 (the "1/05 Interest Obligation"), an
event of default has occurred under the Indenture (the "Indenture Default").
However, the holders of more than 80% of the principal amount of the Senior
Notes (the "Specified Senior Note Holders") have entered into a Standstill
Agreement with the Company (the "Standstill Agreement"), pursuant to which
they have agreed that they will not exercise, and will (to the extent within
their control) cause the Trustee not to exercise, any remedies provided for in
the Indenture or in any of the other agreements relating to the Senior Notes,
with respect to the Indenture Default or an event of default under the
Indenture that would exist (the "Second Indenture Default") if the Company
fails to make the interest payment due April 1, 2005 (the "4/05 Interest
Obligation") under the Senior Notes. Under the terms of the Consent
Solicitation dated November 20, 2003 made by the Company to the holders of the
Senior Notes, interest on the missed 1/05 Interest Obligation and on the 4/05
Interest Obligation (if missed) accrues or will accrue at the rate of 15% per
annum. In the Standstill Agreement, the Specified Senior Note Holders have
also agreed to defer payment of their shares of the 1/05 Interest Obligation
and, if missed, the 4/05 Interest Obligation (including default interest
thereon) to December, 2006.
The existence of the Indenture Default constitutes or may constitute an
event of default under the cross default provisions of the Company's loan
agreement with Congress Financial Corporation ("Congress"), its senior secured
lender, and under the terms of the Company's indebtedness, in the aggregate
principal amount of $7,450,000, to two private capital funds. Congress and
both such funds have agreed to waive the defaults under their respective loan
documents that resulted from the Indenture Default and that would result from
the Second Indenture Default, if it occurs.
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this Current Report on Form 8-K to be signed on its
behalf by the undersigned, hereunto duly authorized.
Date: February 7, 2005 REUNION INDUSTRIES, INC.
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By: /s/ John M. Froehlich
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John M. Froehlich
Executive Vice President
of Finance and Chief
Financial Officer
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