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UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
SCHEDULE
13D
Under
the Securities Exchange Act of 1934
(Amendment
No. 5 )*
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Reunion
Industries, Inc.
(Name
of Issuer)
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COMMON
STOCK, PAR VALUE $.01 PER SHARE
(Title
of Class of Securities)
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761312-10-7
(CUSIP
Number)
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Charles
E. Bradley, Sr.
c/o
Stanwich Consulting Corp.
One
Stamford Landing - 62 Southfield Avenue
Stamford,
CT 06902
(203)
325-0551
(Name,
Address and Telephone Number of Person Authorized to
Receive
Notices and Communications)
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June
21, 2005
(Date
of Event which Requires Filling of this
Statement)
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If
the filing person has previously filed a statement on Schedule
13G to
report the acquisition that is the subject of this Schedule 13D,
and is
filing this schedule because of 240.13d-1(e), 240.13d-1 (f) or
240.13d-1(g), check the following box. (
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Note:
Schedules filed in paper format shall include a signed original
and five
copies of the schedule, including all exhibits. See 240.13d-7 for
other parties to whom copies are to be sent.
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*
The remainder of this cover page shall be filled out for a reporting
person's initial filing on this form with respect to the subject
class of
securities, and for any subsequent amendment containing information
which
would alter disclosures provided in a prior cover page.
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The
information required on the remainder of this cover page shall
not be
deemed to be "filed" for the purpose of Section 18 of the Securities
Exchange Act of 1934 ("Act") or otherwise subject to the liabilities
of
that section of the Act but shall be subject to all other provisions
of
the Act (however, see the Notes).
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SCHEDULE
13D
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CUSIP
No. 761312-10-7
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1.
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Names
of Reporting Persons.
Charles
E. Bradley, Sr.
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2.
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Check
the Appropriate Box if a Member of a Group*
(a.)
( X ) (b.)
( )
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3.
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SEC
USE ONLY
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4.
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Source
of Funds*
PF
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5.
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Check
if Disclosure of Legal Proceedings Is Required Pursuant to items
2(d) or
2(e) ( )
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6.
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Citizenship
or Place of Organization
United
States
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Number
of
Shares
Beneficially
Owned
by
Each
Reporting
Person
With
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7.
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Sole
Voting Power
345,476
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8.
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Shared
Voting Power
100,000
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9.
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Sole
Dispositive Power
345,476
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10.
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Shared
Dispositive Power
100,000
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11.
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Aggregate
Amount Beneficially Owned by Each Reporting Person
445,476
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12.
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Check
if the Aggregate Amount Represented by Amount in Row (11) Excludes
Certain
Shares
(See
Instructions) ( X )
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13.
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Percent
of Class Represented by Amount in Row (11)
2.7
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14.
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Type
of Reporting Person
IN
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SCHEDULE
13D
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CUSIP
No. 761312-10-7
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1.
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Names
of Reporting Persons.
Kimball
J. Bradley
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2.
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Check
the Appropriate Box if a Member of a Group*
(a.)
( X ) (b.)
( )
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3.
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SEC
USE ONLY
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4.
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Source
of Funds*
PF
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5.
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Check
if Disclosure of Legal Proceedings Is Required Pursuant to items
2(d) or
2(e) ( )
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6.
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Citizenship
or Place of Organization
United
States
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Number
of
Shares
Beneficially
Owned
by
Each
Reporting
Person
With
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7.
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Sole
Voting Power
2,192,321
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8.
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Shared
Voting Power
4,310,813
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9.
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Sole
Dispositive Power
2,192,321
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10.
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Shared
Dispositive Power
4,310,813
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11.
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Aggregate
Amount Beneficially Owned by Each Reporting Person
6,503,134
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12.
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Check
if the Aggregate Amount Represented by Amount in Row (11) Excludes
Certain
Shares
(See
Instructions) ( )
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13.
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Percent
of Class Represented by Amount in Row (11)
38.5
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14.
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Type
of Reporting Person
IN
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SCHEDULE
13D
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CUSIP
No. 761312-10-7
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1.
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Names
of Reporting Persons.
Charles
E. Bradley, Sr. Family Limited Partnership
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2.
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Check
the Appropriate Box if a Member of a Group*
(a.)
( X ) (b.)
( )
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3.
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SEC
USE ONLY
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4.
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Source
of Funds*
N/A
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5.
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Check
if Disclosure of Legal Proceedings Is Required Pursuant to items
2(d) or
2(e) ( )
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6.
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Citizenship
or Place of Organization
Connecticut,
U.S.A.
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Number
of
Shares
Beneficially
Owned
by
Each
Reporting
Person
With
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7.
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Sole
Voting Power
0
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8.
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Shared
Voting Power
4,310,813
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9.
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Sole
Dispositive Power
0
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10.
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Shared
Dispositive Power
4,310,813
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11.
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Aggregate
Amount Beneficially Owned by Each Reporting Person
4,310,813
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12.
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Check
if the Aggregate Amount Represented by Amount in Row (11) Excludes
Certain
Shares
(See
Instructions) ( )
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13.
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Percent
of Class Represented by Amount in Row (11)
25.9
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14.
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Type
of Reporting Person
PN
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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.
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Item
2. Identity and Background.
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1. Charles
E. Bradley, Sr.
Mr.
Bradley is the Chairman of the Board, Chief Executive Officer and
a
Director of Reunion. Mr. Bradley’s business address is c/o Stanwich
Consulting Corp., 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
Kimball J. Bradley, 5 Twin Court, Pittsburgh, PA 15215. Mr. K.
Bradley is
the sole general partner of the Bradley FLP.
During
the last five years neither the Bradley FLP nor Mr. K. 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.
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.
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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
June 21, 2005 and June 26, 2005, employee stock options held by
Mr. K.
Bradley to purchase, respectively, 66,666 and 33,333 shares of
Common
Stock became exercisable. On December 1, 2005 an employee stock
option
held by Mr. K. Bradley to purchase 100,000 shares of Common Stock
will
become exercisable. On June 21, 2005 Mr. K. Bradley purchased 258,000
shares of Common Stock from Reunion at a price of $0.18 per share.
He paid
for these shares by canceling $46,440 of Reunion’s indebtedness to him.
On
June 21, 2005, Mr. Bradley purchased 120,000 shares of Common Stock
from
Reunion at a price of $0.18 per share. He paid for these shares
by
canceling $21,600 of Reunion’s indebtedness to him. On June 21, 2005 an
employee stock option held by Mr. Bradley to purchase 33,333 shares
of
Common Stock became exercisable. On December 1, 2005 an employee
stock
option held by Mr. Bradley to purchase 33,333 shares of Common
Stock will
become exercisable.
As
a result of the transactions or events described above in this
Item 3, (a)
Mr. Bradley’s beneficial ownership of Common Stock has increased from
1.6%, as previously reported, to 2.7%, (b) Mr. K. Bradley’s beneficial
ownership of Common Stock has increased from 36.8%, as previously
reported, to 38.5%, and (c) the Bradley FLP’s beneficial ownership of
Common Stock has decreased from 26.5%, as previously reported,
to
25.9%.
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Item
4. Purpose of Transaction
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The
purchases of Common Stock reported in Item 3 were made by Mr. K.
Bradley
and Mr. Bradley for investment purposes. The Reporting Persons
have
purchased and sold Common Stock previously. 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
in the
future.
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.
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Item
5. Interest in Securities of the Issuer.
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(a)
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The
Bradley FLP owns, in the aggregate, 4,310,813 shares of Common
Stock, or
approximately 25.9%, of the 16,656,519 issued and outstanding shares
of
the Common Stock (the “Outstanding Common Stock”).
Mr.
Bradley individually owns 245,477 shares of the Common Stock. He
is the
president, sole director and a shareholder of Hanna Investment
Corp.
(“Hanna”) and, therefore, may be deemed to beneficially own the 100,000
shares of the Common Stock held by Hanna. Mr. Bradley also holds
currently
exercisable employee stock options to purchase 66,666 shares of
Common
Stock and an employee stock to purchase 33,333 shares of Common
Stock that
will become exercisable on December 1, 2005. Accordingly, Mr. Bradley
may
be deemed to beneficially own, in the aggregate, 445,476 shares
of Common
Stock, or approximately 2.7% of the sum of (1) Outstanding Common
Stock
plus (2) the shares of Common Stock subject to the options referred
to in
the preceding sentence. Mr. Bradley and his wife own limited partnership
interests of, respectively, 28% and 1% in the Bradley FLP. However,
because they have no voting or dispositive powers with respect
to the
shares of Common Stock held by the Bradley FLP, Mr. Bradley disclaims
any
beneficial ownership interest in such shares, for purposes of Rule
13d-3
of the Securities and Exchange Commission.
Mr.
K. Bradley individually owns 1,858,989 shares of Common Stock.
He is the
general partner of the Bradley FLP, and therefore may be deemed
to
beneficially own the 4,310,813 shares of Common Stock held by the
Bradley
FLP. Mr. K. Bradley also holds currently exercisable employee stock
options to purchase a total of 233,332 shares of Common Stock and
an
employee stock option to purchase 100,000 shares of Common Stock
that will
become exercisable on December 1, 2005. Accordingly, Mr. K. Bradley
may be
deemed to beneficially own, in the aggregate, 6,503,134 shares
of Common
Stock of Reunion, or approximately 38.5% of the sum of (1) Outstanding
Common Stock plus (2) the shares of Common Stock subject to the
options
referred to in the preceding sentence.
In
addition to the options referred to above, Mr. K. Bradley and Mr.
Bradley
hold employee stock options to purchase, respectively, 266,668
and 100,001
shares of Common Stock. However, because such options are not exercisable
currently or within 60 days of the date of this Amendment No. 5,
the
shares subject to such options are not included in the beneficial
ownership reported herein.
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(b)
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Subject
to Items 5(d) and 6, below, the Bradley FLP and Mr. K. Bradley
may be
deemed to share the power to dispose of and to vote the 4,310,813
shares
of Common Stock held by the Bradley FLP. The Bradley FLP’s power to
dispose of and to vote these shares is based upon its record ownership
of
these shares. Mr. K. Bradley’s power to direct the disposition of and to
vote these shares is based upon his right as general partner of
the
Bradley FLP to manage the business and affairs of the Bradley FLP.
Mr.
Bradley may be deemed to share the power to vote or direct the
vote and
the power to dispose of the 100,000 shares of Common Stock held
by Hanna,
based upon his relationships as an officer, director and shareholder
of
Hanna.
Mr.
Bradley has the sole power to vote and the sole power to dispose
of
345,476 of the shares of Common Stock beneficially owned by him,
based
upon his record ownership of such shares, subject to the qualification
that 99,999 of such shares, being subject to unexercised options,
are not
currently outstanding.
Mr.
K. Bradley has the sole power to vote and dispose of 2,192,321
of the
shares of Common Stock of Reunion beneficially owned by him, based
upon
his record ownership of such shares, subject to the qualification
that
333,332 of such shares, being subject to unexercised options, are
not
currently outstanding.
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(c)
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There
were no transactions in the Common Stock by or involving the Reporting
Persons during the past 60 days.
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(d)
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Pursuant
to the Securities Pledge Agreement dated as of May 1, 1993 (the
“U.S. Bank
Pledge Agreement”) among the Bradley FLP, the John Grier Family Limited
Partnership, and U.S. Bank National Association, as successor Collateral
Agent to State Street Bank and Trust Company and 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 of Reunion
under the
Indenture, dated as of May 1, 1993, as amended, between Reunion
and the
Collateral Agent, as Trustee, relating to certain Senior Notes
issued by
Reunion in 1993 ( the “Indenture”).
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(e)
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Not
applicable.
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Item
6. Contracts, Arrangements, Understandings or Relationships with
Respect to Securities of the Issuer.
See
subparagraph (d) of Item 5 regarding the U.S. Bank Pledge
Agreement.
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Item
7. Material to be Filed as Exhibits.
Joint
Filing Agreement among Mr. Bradley, Mr. K. Bradley and the Bradley
FLP.
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Signature
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.
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Date:
October 13, 2005
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Charles
E Bradley Family Limited Partnership
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By:
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/s/
Kimball J. Bradley
Kimball J. Bradley
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Title:
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General
Partner
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By:
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/s/
Charles E. Bradley, Sr.
Charles E. Bradley, Sr. |
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By:
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/s/
Kimball J. Bradley
Kimball J. Bradley |