UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 14A
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Reunion Industries, Inc.
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REUNION INDUSTRIES, INC.
11 Stanwix Street--Suite 1400
Pittsburgh, Pennsylvania 15222
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
To be Held June 12, 2002
----------------
Notice is hereby given that the Annual Meeting of the Stockholders of
Reunion Industries, Inc., a Delaware corporation ("Reunion Industries"), will
be held at Reunion Industries' offices, 11 Stanwix Street, Pittsburgh,
Pennsylvania 15222 on Wednesday, June 12, 2002, 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;
2. To consider and act upon such other business as may properly be
presented to the meeting.
Your Board of Directors recommends that you vote for all director nominees.
The Board is not aware of any other proposals for the June 12, 2002 meeting.
A record of stockholders has been taken as of the close of business on
April 15, 2002, 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
April 22, 2002
REUNION INDUSTRIES, INC.
PROXY STATEMENT
General
This proxy statement is being mailed to stockholders commencing on or about
May 1, 2002 in connection with the solicitation by the board of directors of
Reunion Industries, Inc., a Delaware corporation ("Reunion Industries" or "the
company"), 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 12, 2002, 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.
Reunion Industries pays for the cost of soliciting proxies from
stockholders. Reunion Industries also reimburses brokerage firms and other
custodians, nominees, and fiduciaries for their reasonable out-of-pocket
expenses for sending proxy materials to stockholders and obtaining their
proxies.
As of April 15, 2002, the record date for the determination of stockholders
entitled to vote at the annual meeting, there were 15,590,619 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.
PROPOSAL 1. ELECTION OF DIRECTORS
At the annual meeting, the stockholders of Reunion Industries will be asked
to vote for the election of eight directors to its board of directors. The
candidates proposed 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 and has previously been elected
by the stockholders. Mr. Charles E. Bradley, Sr. is the father of Mr. Kimball
J. 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.
Director
Name Principal Position with Reunion Industries Age Since
---- ------------------------------------------ --- --------
Thomas N. Amonett (1) (2).. Director 58 1992
Charles E. Bradley, Sr..... Director, Chairman & CEO 72 1995
Kimball J. Bradley......... Director, President & COO 36 2000
Thomas L. Cassidy (1)...... Director 73 1995
W. R. Clerihue (1) (2)..... Director 78 1996
Joseph C. Lawyer........... Director and Vice Chairman 56 2000
Franklin Myers (2)......... Director 49 1995(3)
John G. Poole.............. Director 59 1996
1
------
(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 its President and Chief Executive Officer from July 1,
1992 until October 26, 1995. He also served as the President of 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, he 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. Mr. Amonett
serves as a director of Petro Corp. Incorporated, a Houston-based oil and gas
company, and Stelmar Shipping Ltd., an international provider of petroleum
product and crude oil transportation services.
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. He became Chairman effective March 16, 2000.
Mr. Bradley, Sr. was a co-founder of Stanwich Partners, Inc. ("Stanwich
Partners") in 1982 and has served as its President since that time. Stanwich
Partners is a private investment company. He was a director of Chatwins Group,
Inc. ("Chatwins Group") from 1986 until its merger with Reunion Industries on
March 16, 2000 and was Chairman of the Board of Chatwins Group from 1988 until
the merger. Mr. Bradley, Sr. is currently the President, 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. He was President and sole director of
Stanwich Financial Services Corp. when, on June 25, 2001, it filed a voluntary
petition in the United States Bankruptcy Court for the District of Connecticut
for reorganization under Chapter 11 of the United States Bankruptcy Code.
Stanwich Financial Services Corp. is in the structured settlement business.
Mr. Bradley, Sr. was chairman of the board of directors of DeVlieg-Bullard,
Inc. when, on July 15, 1999, it filed a voluntary petition in the United
States Bankruptcy Court for the Northern District of Ohio for reorganization
under Chapter 11 of the United States Bankruptcy Code. 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. He was Executive Vice President of
Operations of Reunion Industries following the Chatwins Group merger and was a
Senior Vice President of Chatwins Group from August 1998 until the merger and
a Vice President of Chatwins Group from January 1996 to August 1998. From
November 1995 until August 1998, Mr. Bradley was President of the Auto-Lok
division of Chatwins Group, having served as acting President of Auto-Lok
beginning in August 1995. Prior to assuming that position, he 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 is the son of Charles E. Bradley, Sr.
Thomas L. Cassidy became a director of Reunion Industries on June 20, 1995.
He was a Managing Director of Trust Company of the West, an investment
management firm, from 1984 until his retirement in 1999. Mr. Cassidy is a
Partner of TCW Capital, an affiliate of Trust Company of the West. 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. He
was Chairman of the Board of Directors of Spartech Corporation, a plastics
manufacturing company, from October 1991 to March 1999 and continued as a
director of Spartech until his retirement in 2002.
Joseph C. Lawyer became Vice Chairman of Reunion Industries effective May
1, 2000. He was President and Chief Operating Officer of Reunion Industries
following the Chatwins Group merger and was President,
2
Chief Executive Officer and a director of Chatwins Group from 1988 until the
merger. 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. He was reappointed as a director of
Reunion Industries on October 26, 1995. Mr. Myers is Senior Vice President of
Cooper Cameron Corporation, an oil field equipment manufacturer. From 1999 to
2001, he was 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. He is also a director of Metals USA, Inc., a steel
distributor, and Input/Output, Inc., an oilfield equipment supplier.
John G. Poole became a director of Reunion Industries on April 19, 1996.
Mr. Poole is a private investor. He was a co-founder of Stanwich Partners with
Charles E. Bradley, Sr. in 1982 and served as Stanwich Partners' Vice
President until 2001. Mr. Poole was a director of Chatwins Group from 1988
until the merger. He is also a director of Consumer Portfolio Services, Inc.,
engaged in the business of purchasing, selling and servicing retail automobile
installment sales contracts, and of Sanitas, Inc.
The Board of Directors recommends a vote for all nominees for the board of
directors.
Board and Committee Activity
During 2001, the board held four regularly or specially scheduled meetings.
The compensation committee of the board held three meetings during 2001 and
the audit committee held four meetings. Each of the directors attended all of
the meetings of the board and of each committee on which he served during
2001.
Reunion Industries' operations are managed under the general 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 and
Clerihue (chairman), 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.
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 relating to
the audit and any other matter which the committee or the auditors may wish to
discuss. In addition, the audit committee recommends the appointment of
auditors to the board of directors each year and would recommend the
appointment of new auditors 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
3
directors during 2001 for service in all board capacities aggregated $155,000.
Directors are reimbursed for the actual cost of any travel expenses incurred.
In addition to his director's fees, Mr. Poole received $42,000 for consulting
services during 2001.
Nonemployee directors of Reunion Industries are eligible for awards under
the 1998 Stock Option Plan. During 2001, each of Messrs. Amonett, Cassidy,
Clerihue, Myers and Poole were granted options to purchase 10,000 shares of
common stock at $1.45 per share. The options were granted at 100% of the
market price at time of grant, and expire ten years after the date of grant.
Options granted to Messrs. Charles E. Bradley, Sr., Kimball J. Bradley and
Joseph C. Lawyer are included in "Management Information--Option Grants."
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, Sr. 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, Sr. agreed with Chatwins Group that
if the policy proceeds are insufficient to reimburse Chatwins Group for the
full amount of premiums paid, he will pay the shortfall to Chatwins Group.
This arrangement was assumed by Reunion Industries in connection with the
merger. The annual premiums paid by the companies are included in the table of
"Executive Compensation."
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, he will pay
the shortfall to Chatwins Group. This arrangement was assumed by Reunion
Industries in connection with the merger. The annual premiums paid by the
companies are included in the table of "Executive Compensation."
As of December 12, 1995, Chatwins Group and John G. 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,
he will pay the shortfall to Chatwins Group. This arrangement was assumed by
Reunion Industries in connection with the merger. No premiums were paid by the
Company in 2001.
Compensation Committee Interlocks and Insider Participation
Messrs. Amonett, Cassidy and Clerihue are members of the Compensation
Committee. Mr. Amonett served as Reunion Industries' President and Chief
Executive Officer from July 1, 1992 until October 26, 1995. He also served as
the President of 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.
VOTE REQUIRED AND VOTING PROCEDURE
The eight nominees for election as directors at the 2002 Annual Meeting of
Stockholders who receive the greatest number of votes cast for election at the
Annual Meeting of Stockholders 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, April 15, 2002, 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 an election inspector who is 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 or a broker nonvote 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.
4
MANAGEMENT INFORMATION
Executive Officers
The following individuals serve as our executive officers:
Name Age Position
---- --- --------
Charles E. Bradley,
Sr..................... 72 Director, Chairman and Chief Executive Officer
Joseph C. Lawyer........ 56 Director and Vice Chairman
Kimball J. Bradley...... 36 Director, President and Chief Operating Officer
Richard L. Evans........ 49 Executive Vice President of Administration and Secretary
John M. Froehlich....... 59 Executive Vice President of Finance and Chief Financial Officer
The business experience of Charles E. Bradley, Sr., Kimball J. 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. He became Executive Vice President of
Administration on March 16, 2000. From October 1998 to June 2001, Mr. Evans
was also a Vice President of Stanwich Financial Services Corp. On June 25,
2001, Stanwich Financial Services Corp. filed a voluntary petition in the
United States Bankruptcy Court for the District of Connecticut for
reorganization under Chapter 11 of the United States Bankruptcy Code.
John M. Froehlich became Executive Vice President of Finance and Chief
Financial Officer of Reunion Industries on March 16, 2000. He was a Vice
President of Chatwins Group from 1989 until the merger of Chatwins Group and
Reunion Industries on March 16, 2000 and its Chief Financial Officer and
Treasurer from 1988 until the merger.
5
Executive Compensation
Reunion Industries merged with Chatwins Group on March 16, 2000. 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.
Summary Compensation Table
Long-Term
Annual Compensation Compensation
------------------------------ ------------
Shares
Underlying
Name and Principal Other Annual Stock All Other
Position Year Salary Bonus(1) Compensation Options Compensation
------------------ ---- -------- -------- ------------ ------------ ------------
Charles E. Bradley,
Sr. ................... 2001 $400,024 $ 0 $ 0 5,000 $ 6,266(2)
Chairman and Chief 2000 337,518 0 0 45,000 355,375(2)
Executive Officer 1999 250,000 0 0 0 344,688(2)
Joseph C. Lawyer........ 2001 289,011 0 0 10,000 9,520(3)
Vice Chairman 2000 370,552 0 0 45,000 50,173(3)
1999 410,166 0 0 0 50,173(3)
Kimball J. Bradley...... 2001 318,238 0 0 50,000 9,520(4)
President and Chief 2000 291,988 150,000 0 45,000 13,000(4)
Operating Officer 1999 200,000 240,000 0 0 13,000(4)
Richard L. Evans........
Executive Vice
President of 2001 105,000 0 0 10,000 4,170(5)
Administration and 2000 147,755 50,000 0 19,000 3,553(5)
Secretary 1999 175,000 30,000 0 0 1,452(5)
John M. Froehlich.......
Executive Vice
President of Finance 2001 180,000 0 0 25,000 9,520(6)
and Chief Financial 2000 164,267 50,000 0 39,000 12,928(6)
Officer 1999 158,765 50,000 0 0 12,938(6)
------
(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 Reunion Industries and Chatwins Group for life
insurance for the benefit of Mr. Bradley of $355,375 in 2000 and $344,688
in 1999 and 401(k) matching payments of $5,246 in 2001.
(3) Includes 401(k) matching payments of $5,000 and $5,000 in 2000 and 1999,
respectively; premiums paid by Chatwins Group for life insurance for the
benefit of Mr. Lawyer of $37,173 in 2000 and $37,173 in 1999; and payments
under the Chatwins Group, Inc. Money Purchase Pension Plan of $8,500 in
2001 and $8,000 in each of 2000 and 1999.
(4) Includes 401(k) matching payments of $5,000 and $5,000 in 2000 and 1999,
respectively; and payments under the Chatwins Group, Inc. Money Purchase
Pension Plan of $8,500 in 2001 and $8,000 in each of 2000 and 1999.
(5) Includes 401(k) matching payments of $3,150, $3,553 and $1,452 in 2001,
2000 and 1999.
(6) Includes 401(k) matching payments of $4,928 and $5,000 in 2000 and 1999,
respectively; and payments under the Chatwins Group, Inc. Money Purchase
Plan of $8,500, $8,000and $7,938 in 2001, 2000 and 1999, respectively.
6
Option Grants
The following table sets forth information with respect to the options to
purchase shares of common stock granted under all stock option plans to the
named executive officers in the year ended December 31, 2001.
Option Grants in Last Fiscal Year
Potential Realizable
Value At Assumed
Annual Rates of
Number of Percent of Stock Price
Securities Total Options Appreciation
Underlying Granted to Exercise or for Option Term
Options Employees in Base Price Expiration --------------------
Name Granted Fiscal Year ($/Share) Date 5%($) 10%($)
---- ---------- ------------- ----------- ---------- --------- ----------
Charles E. Bradley,
Sr..................... 5,000(1) 1.5% $ 1.45 5/15/2011 $ 4,563 $ 11,557
Joseph C. Lawyer........ 10,000(1) 3.1% $ 1.45 5/15/2011 9,118 23,110
Kimball J. Bradley...... 50,000(1) 15.5% $1.595 5/15/2006 12,780 37,013
Richard L. Evans........ 10,000(1) 3.1% $ 1.45 5/15/2011 9,118 23,110
John M. Froehlich....... 25,000(1) 7.7% $ 1.45 5/15/2011 22,797 57,774
------
(1) Exercisable 1/3 May 15, 2002, 1/3 May 15, 2003 and 1/3 May 15, 2004.
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, 2001, 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, 2001:
Aggregated Option Exercises in Last Fiscal Year and Fiscal Year-End Option
Values
Number of Securities Value of Unexercised
Number of Underlying Unexercised Options In-the-Money Options
Shares at December 31, 2001 at December 31, 2001 (1)
Acquired on Value ----------------------------------- -------------------------
Name Exercise Realized Exercisable Unexercisable Exercisable Unexercisable
---- ----------- -------- --------------- ---------------- ----------- -------------
Charles E. Bradley,
Sr..................... 0 0 85,201 39,799 0 0
Joseph C. Lawyer........ 0 0 30,001 24,999 0 0
Kimball J. Bradley...... 0 0 30,001 64,999 0 0
Richard L. Evans........ 6,000 0(2) 72,667 10,333 0 0
John M. Froehlich....... 0 0 26,002 37,998 0 0
------
(1) The closing sales price of the common stock on the American Stock Exchange
on December 31, 2001 was $0.31.
(2) The closing price on the date of exercise was equal to the exercise price.
7
Compensation Committee Report
The compensation committee of the board of directors has furnished the
following report on executive compensation for 2001:
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 the
Company's 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 generally intended to be
competitive with that paid at comparable companies. However, no comparability
studies were conducted for executive salaries paid in 2001, and the committee
bases its base salary determinations primarily on its knowledge of
compensation paid to senior executives at other companies. The committee also
takes into account the responsibilities and individual performance of the
executives in setting base salaries and the committee may set the base
compensation for certain executives at a premium level if they are viewed as
essential to the organization. The committee uses these same criteria to
establish compensation for the chief executive officer and has not established
any quantitative criteria for his compensation.
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
executive 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 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 15, 2002, members of the compensation committee are deemed to own
beneficially an aggregate of 169,364 shares, or approximately 1.1% , of
Reunion Industries' outstanding common stock. See "Ownership Information--
Security Ownership of Certain Beneficial Owners and Management".
The Compensation Committee
W.R. Clerihue, Chairman
Thomas N. Amonett
Thomas L. Cassidy
8
OWNERSHIP INFORMATION
Security Ownership of Certain Beneficial Owners and Management
Reunion Industries has 15,590,619 shares of common stock outstanding as of
April 15, 2002. 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.
% of
Shares Outstanding
Beneficial Owner Owned Shares
---------------- ---------- -----------
Charles E. Bradley, Sr................................ 6,592,131(1)(2)(3)(6)(7) 42.0%
c/o Stanwich Partners, Inc.
62 Southfield Ave., One Stamford Landing
Stamford, CT 06902
Kimball J. Bradley.................................... 6,345,249(1)(4)(6)(7) 40.5%
c/o Reunion Industries, Inc.
11 Stanwix Street, suite 1400
Pittsburgh, PA 15222
The Charles E. Bradley, Sr. Family Limited Partnership 4,672,393(6)(7) 30.0%
.....................................................
c/o Stanwich Partners, Inc.
62 Southfield Ave., One Stamford Landing
Stamford, CT 06902
John G. Poole and the John Grier Poole Family Limited 2,250,519(5)(6) 14.4%
Partnership..........................................
c/o Stanwich Partners, Inc.
62 Southfield Ave., One Stamford Landing
Stamford, CT 06902
Stanwich Financial Services Corp. .................... 1,651,697(2) 10.6%
62 Southfield Ave., One Stamford Landing
Stamford, CT 06902
Thomas N. Amonett..................................... 71,334(8) 0.5%
Thomas L. Cassidy..................................... 55,696(8) 0.4%
W.R. Clerihue......................................... 42,334(8) 0.3%
Joseph C. Lawyer...................................... 673,116(9) 4.3%
Franklin Myers........................................ 55,734(8) 0.4%
Richard L. Evans...................................... 103,334(10) 0.7%
John M. Froehlich..................................... 57,342(11) 0.4%
All Officers and Directors as a group (10
individuals)......................................... 11,574,396(12) 71.8%
------
(1) Includes 4,672,393 shares owned by The Charles E. Bradley, Sr. Family
Limited Partnership, of which Mr. Bradley, Sr. owns 1% as general partner
and 27% as a limited partner. The 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 that he shares with the
Family Limited Partnership, and Mr. Kimball J. Bradley may be deemed to be
the beneficial owner of these shares with voting power with respect
thereto that he shares with the family limited partnership.
(2) Includes 1,651,697 shares owned by Stanwich Financial Services Corp., with
which Mr. Bradley, Sr. shares voting and dispositive power. Mr. Bradley,
Sr. owns 100% of the parent company of Stanwich Financial Services Corp.,
and may be deemed to be the beneficial owner of these shares. Disposition
of these shares is subject to the approval of the bankruptcy court before
which Stanwich Financial Services Corp.'s Chapter 11 case is pending.
9
(3) Includes 100,000 shares owned by Hanna Investment Corporation, with which
Mr. Bradley, Sr. shares voting and dispositive power. Mr. Bradley, Sr. is
the controlling stockholder of the parent company of Hanna Investment
Corporation and may be deemed to be the beneficial owner of these shares.
Includes options, exercisable currently or within 60 days, to purchase
115,667 shares of common stock.
(4) Includes options, exercisable currently or within 60 days, to purchase
61,667 shares of common stock.
(5) Includes 1,499,746 shares owned by the John Grier Poole Family Limited
Partnership, 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 139,808 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 options, exercisable currently
or within 60 days, to purchase 37,334 shares of common stock.
(6) Pursuant to the Securities Pledge Agreement dated as of May 1, 1993 among
the Charles E. Bradley, Sr. Family Limited Partnership, the John Grier
Poole Family Limited Partnership, and the State Street Bank and Trust
Company, as successor Collateral Agent to the First National Bank of
Boston, the Bradley Partnership pledged 4,145,247 shares and the Poole
Partnership pledged 552,703 shares to secure the obligations of Reunion
Industries under the Indenture, dated as of May 1, 1993, between Reunion
and the Collateral Agent relating to certain Senior Notes issued by
Reunion Industries in 1993 that are due in 2003. Because a "Realization
Event" has occurred under the Securities Pledge Agreement as a result of
the Company's failure to make the interest payment due November 1, 2001 on
the 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). The
Collateral Agent also has the right to vote these shares during the
continuation of such event.
(7) Mr. Bradley, Sr. and the Charles E. Bradley, Sr. Family Limited
Partnership have pledged, respectively, 51,897 and 351,580 shares to
Sovereign Bank to secure certain indebtedness of Mr. Bradley, Sr. Because
a default has occurred under the indebtedness, Sovereign Bank has the
right to receive any dividends from, and any proceeds from the sale of,
the pledged shares (but not more than the amount of the debt secured by
such pledges), and it may have the right to vote with respect to these
pledged shares.
(8) Includes options, exercisable currently or within 60 days, to purchase
37,334 shares of common stock.
(9) Includes 3,567 shares beneficially owned by Mr. Lawyers' wife. Mr. Lawyer
may be deemed to be the beneficial owner of these shares. Includes
options, exercisable currently or within 60 days, to purchase 48,334
shares of common stock.
(10) Includes 10,000 shares beneficially owned by Mr. Evans' wife. Mr. Evans
may be deemed to be the beneficial owner of these shares. Includes
options, exercisable currently or within 60 days, to purchase 76,334
shares of common stock.
(11) Includes options, exercisable currently or within 60 days, to purchase
47,334 shares of common stock.
(12) Includes options, exercisable currently or within 60 days, to purchase an
aggregate of 536,006 shares of common stock.
Section 16(a) Beneficial Ownership Reporting Compliance
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 2001, 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 2001,
except that each of Charles E. Bradley, Sr., the Charles E. Bradley, Sr.
Family Limited Partnership and Joseph C. Lawyer filed one late report of one
transaction.
10
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.:
[GRAPH APPEARS HERE]
Five Year Total Return (1)
Fiscal Year Ending
-----------------------------------------
Company 1996 1997 1998 1999 2000 2001
------- ------ ------ ------ ------ ------ ------
Reunion Industries, Inc............. 100.00 129.69 68.75 42.58 34.38 7.75
American Stock Exchange Composite
Index (2).......................... 100.00 120.33 118.69 147.98 146.16 135.51
Industrial Equipment and Components
Index(2)........................... 100.02 141.06 128.22 138.00 143.45 139.30
------
(1) Tabular data assumes that the value of the investment in Reunion
Industries' common stock and each index was $100 at January 1, 1997 and
that all dividends, if any, were reinvested.
(2) Index provided by Media General Financial Services, Inc.
11
Certain Relationships and Related Transactions
The Parties and Relationships
Reunion Industries--Reunion Industries is a publicly traded Delaware
corporation which is headquartered in Pittsburgh, Pennsylvania. Charles E.
Bradley, Sr. (Mr. Bradley) is chairman of the board and Chief Executive
Officer of Reunion Industries. Kimball Bradley is President, Chief Operating
Officer, a director of Reunion Industries and son of Mr. Bradley. Mr. Richard
L. Evans (Mr. Evans) is Executive Vice President of Administration and
Secretary of Reunion Industries. Mr. John G. Poole (Mr. Poole) is a director
of Reunion Industries.
Stanwich Partners, Inc.--Stanwich Partners, Inc. (SPI) is engaged in
consulting services in the field of financial planning and reporting. Mr.
Bradley is President of SPI. Mr. Poole was Vice President of SPI until
December 31, 2001.
Stanwich Financial Services Corp.--Stanwich Financial Services Corp. (SFSC)
is a privately held corporation in the structured settlement business. SFSC is
owned 100% by Mr. Bradley. Mr. Evans was an officer of SFSC until June 2001.
On June 25, 2001, SFSC filed a voluntary petition in the United States
Bankruptcy Court for the District of Connecticut for reorganization under
Chapter 11 of the United States Bankruptcy Code.
NPS Acquisition Corp.--NPS Acquisition Corp. (NPSAC) was formed by Mr.
Bradley to acquire and hold NAPTech Pressure Systems (NAPTech). NAPTech was
based in Clearfield, Utah and manufactures seamless steel pressure vessels. In
January 2001, NPSAC was purchased by Reunion Industries.
CPS Leasing, Inc.--CPS Leasing, Inc. (CPSL) is a subsidiary of Consumer
Portfolio Services, Inc. (CPS). Mr. Bradley and Mr. Poole are stockholders of
CPS. Mr. Poole is a director of CPS and Mr. Bradley was a director of CPS
until July 2001. Charles E. Bradley Jr., Mr. Bradley's son, is President of
CPS. CPSL is primarily engaged in machinery and equipment lease financing.
Butler Air, Inc.--Butler Air, Inc. (Butler Air) is a wholly owned
subsidiary of Stanwich Aviation Company, Inc. (SAVI). Butler Air provides
charter flight services. Mr. Bradley is a director of Butler and the owner of
65% of SAVI.
The Transactions and Balances
SPI Consulting Agreement--Reunion has a consulting agreement with SPI under
which $300,000 was recorded as expense during 2001. The consulting agreement
expires on March 31, 2003 unless terminated by SPI with 30 days' notice.
Annual payments are permitted on this agreement as long as Reunion Industries
meets an interest coverage ratio of at least 1.5 to 1 for the prior 4 full
fiscal quarters. All amounts owed to SPI from Reunion Industries have been
paid as of December 31, 2001.
SPI Sublease--Reunion Industries subleases from SPI approximately 1,500
square feet of office space in Stamford, Connecticut for administrative
purposes. During 2001, Reunion Industries paid SPI approximately $36,000 under
this sublease. Reunion Industries believes that the terms of this sublease are
comparable to those available from third parties.
SFSC Revolving Credit Facility--Reunion Industries assumed this obligation
in a 2000 merger. The balance on this facility was $2,998,000 at December 31,
2001. During 2001, $148,000 of interest was paid to SFSC. At December 31,
2001, accrued and unpaid interest of $227,000 was due to SFSC. The interest
rate is currently 18%.
Other SFSC Notes Payable--At the time of its acquisition of NPSAC, Reunion
Industries assumed two notes payable by NPSAC to SFSC. At December 31, 2001,
their balances were $500,000 and $100,000. During
12
2001, no interest was paid to SFSC. At December 31, 2001, accrued and unpaid
interest of $173,000 was due to SFSC. The interest rate is 15%.
Mr. Bradley Note Payable--Reunion Industries owed Mr. Bradley $1,017,000
related to its plastics business. The note payable and any accrued and unpaid
interest were assigned to SFSC in 2000. During 2001, $55,000 of interest was
paid to SFSC. At December 31, 2001, accrued and unpaid interest of $56,000 is
due to SFSC. The interest rate is 11%.
SFSC Note Receivable--SFSC owes Reunion Industries $310,000 of principal
and $109,000 of interest for a loan originally made in 1999 with interest at
15%.
SFSC Collateral Fees--SFSC provides side collateral in the form of CPS debt
and common stock to support Reunion Industries' borrowings under its credit
facility with Bank of America. Under this arrangement, SFSC is to receive a 5%
collateral fee for as long as the collateral is in place. During 2001, Reunion
Industries recorded interest expense of $283,000 and made a $100,000 payment
related to this arrangement. At December 31, 2001, accrued and unpaid fees of
$407,000 are due to SFSC.
In March 2000, SFSC pledged a $5,000,000 Note from CPS to secure the
obligations of NPSAC to the former owners of the business. NPSAC agreed to pay
SFSC a 2% credit support fee for this pledge. At the time of its acquisition
of NPSAC, Reunion Industries assumed NPSAC's obligation to pay this credit
support fee. During 2001, no fees were paid to SFSC. At December 31, 2001,
accrued and unpaid fees of $154,000 are due to SFSC.
CPS Leasing, Inc.--During 2001, lease payments totaling $803,000 were paid
to CPSL under various operating lease agreements with CPSL. At December 31,
2001, Reunion Industries has future minimum rental commitments under
noncancellable operating leases with CPSL totaling $3,221,000. No new leases
were entered in 2001.
Butler Air--Butler Air provides charter flight services for certain
business travel by Reunion Industries' officers and employees at rates which
Reunion Industries believes are comparable to those available from third
parties. Reunion Industries paid a monthly fee of $5,000 through May 2001
which was credited against services used. This arrangement was then
terminated.
Cash Surrender Value of Life Insurance Policies--Reunion Industries pays
the premiums on life insurance policies covering Mr. Bradley, Mr. Poole and
Mr. Joseph C. Lawyer (Mr. Lawyer), Reunion Industries' vice chairman and a
director. Pursuant to these arrangements, Reunion Industries will be
reimbursed for the premiums it pays for such policies from either the death
benefit of the policy or their cash surrender value. The covered individuals
have agreed with Reunion Industries that if the policy proceeds are
insufficient to reimburse Reunion Industries for the full amount of the
premiums paid, they will cover the shortfall. No premiums were paid during
2001. As of December 31, 2001, premiums paid by Reunion Industries in excess
of the cash surrender values of the policies totaled $1,069,000.
Mr. Bradley Guarantee--At the time of the NPSAC acquisition, Reunion
Industries assumed an obligation to Mr. Bradley in connection with an
agreement whereby Mr. Bradley guaranteed certain obligations of NPSAC to its
former owners. No amounts have been paid, and $90,000 is due to Mr. Bradley at
December 31, 2001.
Employee Advances--At December 31, 2001, Reunion Industries had non-
interest bearing advances due from five employees totaling $213,000. The
highest balance during 2001 was $233,000.
13
Previous Independent Accountants
On May 1, 2001, PricewaterhouseCoopers LLP resigned as the independent
accountants of Reunion Industries effective after the completion of the review
of the Quarterly Report on Form 10-Q for the quarter ended March 31, 2001. The
reports of PricewaterhouseCoopers LLP on the financial statements for the two
fiscal years ended prior to May 1, 2001 contained no adverse opinion or
disclaimer of opinion and were not qualified or modified as to uncertainty,
audit scope or accounting principle. Reunion Industries had discussed with
PricewaterhouseCoopers LLP its relationship with Reunion Industries in the
past, did not ask PricewaterhouseCoopers LLP to reconsider its decision and
feels such resignation is in the best interests of both parties. In connection
with its audits for the two most recent fiscal years and through May 1, 2001,
there had been no disagreements with PricewaterhouseCoopers LLP on any matter
of accounting principles or practices, financial statement disclosure, or
auditing scope or procedure, which disagreements, if not resolved to the
satisfaction of PricewaterhouseCoopers LLP, would have caused them to make
reference thereto in their report on the financial statements for such years.
During the two most recent years and through May 1, 2001, there were no
reportable events (as defined in Regulation S-K Item 304 (a)(1)(v)).
Independent Accountants for 2001 and 2002
On May 15, 2001, Ernst & Young 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, 2001. Representatives of Ernst & Young LLP
are expected to be present at the Annual Meeting of Stockholders on June 12,
2002 to respond to appropriate questions and to make a statement if they
desire to do so. A formal appointment of auditors for 2002 will be made later
in the year, but Ernst & Young LLP is continuing to provide audit-related
services for interim periods.
Audit Fees
Aggregate fees billed by Ernst & Young LLP for audit and quarterly review
services during 2001 were $172,000. Aggregate fees billed by
PricewaterhouseCoopers LLP for audit and quarterly review services during 2001
were $25,000.
All Other Fees
Additional fees totaling $29,000 were billed by Ernst & Young LLP during
2001 for audits of employee benefit plans. There were no fees for financial
information systems design and implementation services or for internal audit
services. The audit committee considers Ernst & Young LLP's provision of
services detailed herein to be compatible with maintaining that firm's
independence from Reunion Industries.
14
Audit Committee Report
The audit committee of the board of directors has furnished the following
report on its activities during 2001:
The audit committee consists of three of Reunion Industries' outside
directors. The board of directors and the audit committee believe that the
audit committee's membership satisfies the American Stock Exchange rules
concerning audit committee membership, including the requirements that members
be independent and have financial sophistication. The Board of Directors has
adopted a formal written audit committee charter and the audit committee
performs a review and reassessment of the adequacy of the charter on an annual
basis.
In accordance with its written charter, the audit committee assists the
board of directors in fulfilling its oversight responsibilities by reviewing
the financial information that will be provided to the stockholders and
others, the systems of internal controls, and all audit processes.
In discharging its oversight responsibilities regarding the audit process,
the audit committee:
. reviewed and discussed the audited financial statements with management;
. discussed with the independent accountants the material required to be
discussed by Statement on Auditing Standards No. 61, as currently in
effect; and
. reviewed the written disclosures and the letter from the independent
accountants required by the Independence Standards Board's Standard No.
1, as currently in effect, and discussed with the independent
accountants any relationships that may impact their objectivity and
independence.
Based upon the review and discussions referred to above, the audit
committee recommended to the board of directors that the audited financial
statements be included in the company's Annual Report on Form 10-K for the
fiscal year ended December 31, 2001, as filed with the Securities and Exchange
Commission.
Members of the Audit Committee
Franklin Myers, Chairman
Thomas N. Amonett
W.R. Clerihue
15
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", "Other
Information--Common Stock Performance Graph" or "Other Information--Audit
Committee Report".
Other Matters
The Annual Report to Stockholders covering the year ended December 31, 2001
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, 2001, 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 Reunion Industries, Inc., attn: Investor
Relations, 11 Stanwix Street, Suite 1400, Pittsburgh, Pennsylvania 15222.
Deadline for Stockholder Proposals
Although it has not yet determined a date for its 2003 annual meeting of
stockholders, Reunion Industries intends to hold the meeting in mid-2003.
Reunion Industries will inform stockholders of the date of the 2003 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 2003 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 is 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 the form of proxy issued for the next
annual meeting of stockholders.
If a stockholder intends to present a proposal at the 2003 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 2003 annual
meeting of stockholders to vote on the stockholder's proposal at the 2003
annual meeting of stockholders.
Proxies
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
April 22, 2002
16
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 12, 2002.
The undersigned stockholder of Reunion Industries, Inc. (the "Company")
hereby appoints Charles E. Bradley, Sr., Kimball J. Bradley, or Joseph C.
Lawyer, 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 12, 2002.
Please be sure to sign and date -------------------------
this Proxy in the box below. | Date |
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| |
| |
--------Stockholder sign above---------------Co-holder (if any) sign above-----
With- For All
1. The election as directors (except as For hold 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
INSTRUCTION: TO WITHHOLD AUTHORITY TO VOTE FOR ANY INDIVIDUAL NOMINEE, MARK
"FOR ALL EXCEPT" AND WRITE THAT NOMINEE'S NAME IN THE SPACE PROVIDED BELOW.
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FOR AGAINST ABSTAIN
2. In their discretion, upon such other matters [_] [_] [_]
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.
The above signed hereby acknowledges receipt of the Notice of Annual
Meeting of Stockholders and the Proxy Statement furnished herewith.
Signature should agree with name 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.
--------------------------------------------------------------------------------
DETACH ABOVE CARD, SIGN, DATE AND MAIL IN POSTAGE PAID ENVELOPE PROVIDED.
REUNION INDUSTRIES, INC.
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| PLEASE ACT PROMPTLY |
| SIGN, DATE & MAIL YOUR PROXY CARD TODAY |
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IF YOUR ADDRESS HAS CHANGED, PLEASE CORRECT THE ADDRESS IN THE SPACE PROVIDED
BELOW AND RETURN THIS PORTION WITH THE PROXY IN THE ENVELOPE PROVIDED.
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