sec document
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
--------------
SCHEDULE 13D
(Rule 13d-101)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO
RULE 13d-2(a)
(Amendment No. )(1)
Reunion Industries, Inc.
------------------------
(Name of Issuer)
Common Stock, $.01 Par Value
----------------------------
(Title of Class of Securities)
761312 10 7
-----------
(CUSIP Number)
STEVEN WOLOSKY, ESQ.
OLSHAN GRUNDMAN FROME ROSENZWEIG & WOLOSKY LLP
Park Avenue Tower
65 East 55th Street
New York, New York 10022
(212) 451-2300
--------------
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
September 20, 2007
------------------
(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 that is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box
/ /.
NOTE. Schedules filed in paper format shall include a signed original and five
copies of the schedule, including all exhibits. SEE Rule 13d-7 for other parties
to whom copies are to be sent.
(Continued on following pages)
(Page 1 of 17 Pages)
------------
(1) 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.
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 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).
----------------------- ----------------------
CUSIP No. 761312 10 7 13D Page 2 of 17 Pages
----------------------- ----------------------
================================================================================
1 NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
WEBFINANCIAL CORPORATION
--------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) / /
(b) / /
--------------------------------------------------------------------------------
3 SEC USE ONLY
--------------------------------------------------------------------------------
4 SOURCE OF FUNDS*
WC, OO
--------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEM 2(d) OR 2(e) / /
--------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
DELAWARE
--------------------------------------------------------------------------------
NUMBER OF 7 SOLE VOTING POWER
SHARES
BENEFICIALLY 5,477,370**
OWNED BY -----------------------------------------------------------------
EACH 8 SHARED VOTING POWER
REPORTING
PERSON WITH - 0 -
-----------------------------------------------------------------
9 SOLE DISPOSITIVE POWER
5,477,370**
-----------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
- 0 -
--------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
5,477,370**
--------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* / /
--------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
31.4%
--------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
CO
================================================================================
*SEE INSTRUCTIONS BEFORE FILLING OUT!
** Consists of 779,420 Shares owned directly by WebFinancial and 4,697,950
Pledged Shares that WebFinancial could be deemed to indirectly
beneficially own as discussed in further detail in Item 4.
----------------------- ----------------------
CUSIP No. 761312 10 7 13D Page 3 of 17 Pages
----------------------- ----------------------
================================================================================
1 NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
STEEL PARTNERS II, L.P.
--------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) / /
(b) / /
--------------------------------------------------------------------------------
3 SEC USE ONLY
--------------------------------------------------------------------------------
4 SOURCE OF FUNDS*
OO
--------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEM 2(d) OR 2(e) / /
--------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
DELAWARE
--------------------------------------------------------------------------------
NUMBER OF 7 SOLE VOTING POWER
SHARES
BENEFICIALLY 5,477,370**
OWNED BY -----------------------------------------------------------------
EACH 8 SHARED VOTING POWER
REPORTING
PERSON WITH - 0 -
-----------------------------------------------------------------
9 SOLE DISPOSITIVE POWER
5,477,370**
-----------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
- 0 -
--------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
5,477,370**
--------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* / /
--------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
31.4%
--------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
PN
================================================================================
*SEE INSTRUCTIONS BEFORE FILLING OUT!
** Consists of 779,420 Shares owned directly by WebFinancial and 4,697,950
Pledged Shares that WebFinancial could be deemed to indirectly
beneficially own as discussed in further detail in Item 4.
----------------------- ----------------------
CUSIP No. 761312 10 7 13D Page 4 of 17 Pages
----------------------- ----------------------
================================================================================
1 NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
STEEL PARTNERS, L.L.C.
--------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) / /
(b) / /
--------------------------------------------------------------------------------
3 SEC USE ONLY
--------------------------------------------------------------------------------
4 SOURCE OF FUNDS*
OO
--------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEM 2(d) OR 2(e) / /
--------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
DELAWARE
--------------------------------------------------------------------------------
NUMBER OF 7 SOLE VOTING POWER
SHARES
BENEFICIALLY 5,477,370**
OWNED BY -----------------------------------------------------------------
EACH 8 SHARED VOTING POWER
REPORTING
PERSON WITH - 0 -
-----------------------------------------------------------------
9 SOLE DISPOSITIVE POWER
5,477,370**
-----------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
- 0 -
--------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
5,477,370**
--------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* / /
--------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
31.4%
--------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
OO
================================================================================
*SEE INSTRUCTIONS BEFORE FILLING OUT!
** Consists of 779,420 Shares owned directly by WebFinancial and 4,697,950
Pledged Shares that WebFinancial could be deemed to indirectly
beneficially own as discussed in further detail in Item 4.
----------------------- ----------------------
CUSIP No. 761312 10 7 13D Page 5 of 17 Pages
----------------------- ----------------------
================================================================================
1 NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
WARREN G. LICHTENSTEIN
--------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) / /
(b) / /
--------------------------------------------------------------------------------
3 SEC USE ONLY
--------------------------------------------------------------------------------
4 SOURCE OF FUNDS*
OO
--------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEM 2(d) OR 2(e) / /
--------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
USA
--------------------------------------------------------------------------------
NUMBER OF 7 SOLE VOTING POWER
SHARES
BENEFICIALLY 5,477,370**
OWNED BY -----------------------------------------------------------------
EACH 8 SHARED VOTING POWER
REPORTING
PERSON WITH - 0 -
-----------------------------------------------------------------
9 SOLE DISPOSITIVE POWER
5,477,370**
-----------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
- 0 -
--------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
5,477,370**
--------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* / /
--------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
31.4%
--------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
IN
================================================================================
*SEE INSTRUCTIONS BEFORE FILLING OUT!
** Consists of 779,420 Shares owned directly by WebFinancial and 4,697,950
Pledged Shares that WebFinancial could be deemed to indirectly
beneficially own as discussed in further detail in Item 4.
----------------------- ----------------------
CUSIP No. 761312 10 7 13D Page 6 of 17 Pages
----------------------- ----------------------
The following constitutes the Schedule 13D filed by the undersigned (the
"Schedule 13D").
Item 1. SECURITY AND ISSUER.
This statement relates to shares of the Common Stock, par value $.01 (the
"Shares"), of Reunion Industries, Inc. (the "Issuer"). The address of the
principal executive offices of the Issuer is 11 Stanwix Street, Suite 1400,
Pittsburgh, Pennsylvania 15222.
Item 2. IDENTITY AND BACKGROUND.
(a) This statement is filed by WebFinancial Corporation, a Delaware
corporation ("WebFinancial"), Steel Partners II, L.P., a Delaware limited
partnership ("Steel Partners II"), Steel Partners, L.L.C., a Delaware limited
liability company ("Partners LLC"), and Warren G. Lichtenstein. Each of the
foregoing is referred to as a "Reporting Person" and collectively as the
"Reporting Persons."
WebFinancial is a holding company that may be deemed to be controlled by
Steel Partners II by virtue of Steel Partners II's ownership of approximately
80% of the outstanding capital stock of WebFinancial. Accordingly, Steel
Partners II may be deemed to have a beneficial interest in the Shares that may
be deemed to be beneficially owned by WebFinancial. Steel Partners II disclaims
beneficial ownership of the Shares that may be deemed to be beneficially owned
by WebFinancial except to the extent of its pecuniary interest therein. Set
forth in Schedule A annexed hereto is the name and present principal occupation
or employment and the name, principal business and address of any corporation or
other organization in which such employment is conducted, of each of
WebFinancial's directors and executive officers, as of the date hereof.
Partners LLC is the general partner of Steel Partners II. The sole
executive officer and managing member of Partners LLC is Warren G. Lichtenstein,
who is Chairman of the Board, Chief Executive Officer and Secretary.
Accordingly, Partners LLC and Mr. Lichtenstein may be deemed to have a
beneficial interest in the Shares that may be deemed to be beneficially owned by
Steel Partners II. Each of Partners LLC and Mr. Lichtenstein disclaims
beneficial ownership of the Shares that may be deemed to be beneficially owned
by Steel Partners II except to the extent of their respective pecuniary
interests therein.
(b) The principal business address of WebFinancial is 61 East Main Street,
Los Gatos, California 95031. The principal business address of each of the other
Reporting Persons is 590 Madison Avenue, 32nd Floor, New York, New York 10022.
(c) The principal business of WebFinancial is specialty banking and
finance. The principal business of Steel Partners II is investing in securities.
The principal business of Partners LLC is acting as the general partner of Steel
Partners II. The principal occupation of Mr. Lichtenstein is investing in
securities.
----------------------- ----------------------
CUSIP No. 761312 10 7 13D Page 7 of 17 Pages
----------------------- ----------------------
(d) Neither the Reporting Persons nor any person listed in Schedule A
annexed hereto has, during the last five years, been convicted in a criminal
proceeding (excluding traffic violations or similar misdemeanors).
(e) Neither the Reporting Persons nor any person listed in Schedule A
annexed hereto has, during the last five years, been 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.
(f) Mr. Lichtenstein is a citizen of the United States of America.
Item 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
The aggregate purchase price of the 779,420 Shares owned directly by
WebFinancial is $7,794. These Shares were issued to WebFinancial upon exercise
of warrants previously issued to WebFinancial in connection with certain loan
arrangements with the Issuer. These Shares were acquired by WebFinancial with
its working capital. The aggregate purchase price of the 4,697,950 Pledged
Shares (as defined below) that WebFinancial could be deemed to indirectly
beneficially own as discussed in further detail in Item 4 is not known by
WebFinancial.
Item 4. PURPOSE OF TRANSACTION.
In addition to the Shares reported herein, WebFinancial owns approximately
$17,992,600 principal amount of the Issuer's 13% Senior Notes (the "Senior
Notes") and a junior participation interest in the aggregate amount of $6.1
million in the Issuer's loan facility with Wachovia Bank, National Association
(the "Participation Interest") and Steel Partners II owns $3.5 million principal
amount of a 10% Senior Secured Promissory Note of the Issuer (the "Promissory
Note" and together with the Senior Notes and Participation Interest, the
"Indebtedness").
The Senior Notes were issued pursuant to an Indenture dated as of May 1,
1993 between U.S. Bank National Association, as successor Trustee to State
Street Bank and Trust Company and The First National Bank of Boston (the
"Trustee") and the Issuer, as successor by merger to Chatwins Group, Inc., as
amended through the date hereof (the "Indenture"). WebFinancial is a holder of
greater than a majority in the principal amount of the Senior Notes outstanding.
The Senior Notes are secured by collateral (the "Pledged Collateral") including
4,697,950 Shares (the "Pledged Shares") pursuant to a Securities Pledge
Agreement dated as of May 1, 1993 by and among the pledgors thereunder (the
"Pledgors") and the Trustee, as amended through the date hereof (the "Pledge
Agreement"). Pursuant to the terms of the Pledge Agreement, the Trustee as
Collateral Agent has been granted a first priority pledge and security interest
to and in the Pledged Shares.
----------------------- ----------------------
CUSIP No. 761312 10 7 13D Page 8 of 17 Pages
----------------------- ----------------------
On January 31, 2007, WebFinancial notified the Trustee in writing that, on
account of the Issuer's failure to make all required payments of principal and
interest as and when required under the Senior Notes, the Issuer was in default
under the Indenture and that the occurrence of such default also constituted a
"Realization Event" under the Pledge Agreement. On account of the occurrence of
a Realization Event, the voting rights and other consensual rights which the
Pledgors would otherwise be entitled to exercise pursuant to the Pledge
Agreement ceased and became vested in the Trustee and all rights of the Pledgors
to receive dividends and distributions to which they would otherwise be entitled
pursuant to the Pledge Agreement ceased and became vested in the Trustee (the
foregoing rights being referred to herein as the "Trustee Rights"). Pursuant to
the Indenture, WebFinancial notified the Trustee to formally exercise the
Trustee Rights under the Pledge Agreement and to notify the Pledgors of the
occurrence of the Realization Event and the Trustee's exercise of the Trustee
Rights. Furthermore, WebFinancial sent notification to the Trustee, as the owner
of greater than a majority in principal amount of the Senior Notes, to formally
accelerate all indebtedness evidenced by the Senior Notes in accordance with the
terms of the Indenture. The Trustee, by letter to the Pledgors dated February 2,
2007, gave notice that a Realization Event had occurred and that the Trustee
Rights have become vested in the Trustee. The Trustee also gave notice of the
Realization Event to the Issuer and the Issuer's other secured creditors
pursuant to a certain Intercreditor and Subordination Agreement dated December
3, 2003 (the "Intercreditor Agreement"). By this letter, the Trustee declared
the principal of and accrued but unpaid interest on the Senior Notes to be due
and payable and notified the Issuer and the secured creditors that, pursuant to
the Intercreditor Agreement, the Trustee would have the right to take further
action after 180 days.
On September 20, 2007, WebFinancial sent a letter to the Trustee which,
among other things, directed it to take the following action on behalf of all
holders of the Senior Notes:
1. To notify the Pledgors of the continuation of the Realization Event
and the Trustee's continued exercise of the Trustee Rights under the Pledge
Agreement.
2. To enforce all rights and remedies with respect to the Pledged
Collateral, including the Trustee Rights, and to thereafter at the appropriate
time, as determined by WebFinancial, foreclose on and sell or otherwise realize
upon (judicially or non-judicially) the Pledged Collateral in accordance with
the Pledge Agreement and applicable law.
3. Immediately commence a suit against the Issuer for breach of the
Senior Note obligations and foreclose on the collateral securing the Senior
Notes.
To the extent that the September 20, 2007 letter requires the Trustee to
take action as determined by WebFinancial, as opposed to in the Trustee's own
independent judgment, WebFinancial may be deemed to indirectly beneficially own
the Pledged Shares. To the extent WebFinancial may be deemed to indirectly
beneficially own the Pledged Shares, WebFinancial disclaims beneficial ownership
of the Pledged Shares except to the extent of its pecuniary interest therein.
----------------------- ----------------------
CUSIP No. 761312 10 7 13D Page 9 of 17 Pages
----------------------- ----------------------
On or about August 22, 2007, Steel Partners II commenced suit in the New
York State Supreme Court, County of New York against the Issuer to collect all
amounts due under the Promissory Note and to marshal and foreclose on the
collateral securing the Promissory Note.
On or about September 21, 2007, Reunion commenced suit in the Court of
Common Pleas of Allegheny County, Pennsylvania against Steel Partners II,
Partners LLC and WebFinancial, together with LC Capital Master Fund Ltd.
("Defendants"). The Issuer claims a "conspiracy" by the Defendants to acquire
"ownership and control" of the Issuer. Its complaint alleges disclosure
violations of Sections 13(d) and 16(a) of the Securities Exchange Act of 1934,
as amended, by all Defendants, fraud in the inducement by LC Capital with regard
to various loans it made to the Issuer, and fraud in the administration of the
loans and the breach of fiduciary duty and the duty of good faith and fair
dealing by all the Defendants with regard to the loans and sale of same to
WebFinancial and Steel Partners II. No answer or responsive pleading has yet
been filed. WebFinancial and Steel Partners II believe that the suit has no
merit and intend to vigorously defend against it.
The Reporting Persons purchased the Shares and Indebtedness of the Issuer
for investment purposes. The Reporting Persons reserve the right to cause the
Trustee to liquidate the Pledged Shares and apply the proceeds towards the
repayment of the Senior Notes. The Reporting Persons do not currently intend to
submit any proposals to the Issuer for consideration by a vote of the
shareholders. To the extent proposals are submitted by the Issuer for a vote of
the shareholders, the Reporting Persons intend to vote their Shares, and
instruct the Trustee to vote the Pledged Shares, in such a manner as would
preserve all rights and be in the best interests of the holders of the Senior
Notes.
No Reporting Person has any present plan or proposal which would relate to
or result in any of the matters set forth in subparagraphs (a) - (j) of Item 4
of Schedule 13D except as set forth herein. The Reporting Persons may in the
future take such actions with respect to their investments in the Issuer as they
deem appropriate including, without limitation, forming an ad hoc committee of
noteholders, delivering notices of default or acceleration in connection with
the Indebtedness, moving for the appointment of a receiver, trustee, examiner or
the like, and making proposals to the Issuer concerning changes to the
capitalization of the Issuer so that all debt obligations of the Issuer to
WebFinancial and Steel Partners II will be paid in full.
Item 5. INTEREST IN SECURITIES OF THE ISSUER.
(a) The aggregate percentage of Shares reported owned by each person
named herein is based upon 17,419,019 Shares outstanding, which is the total
number of Shares outstanding as reported in the Issuer's Quarterly Report on
Form 10-Q for the quarter ended June 30, 2007, as filed with the Securities and
Exchange Commission on August 20, 2007.
----------------------- ----------------------
CUSIP No. 761312 10 7 13D Page 10 of 17 Pages
----------------------- ----------------------
As of the close of business on September 28, 2007, WebFinancial
beneficially owned directly 779,420 Shares and could be deemed to indirectly
beneficially own up to an additional 4,697,950 Pledged Shares, constituting
approximately 31.4% of the Shares outstanding. WebFinancial could be deemed to
indirectly beneficially own the Pledged Shares for the reasons discussed in
further detail in Item 4. Upon any disposition of the Pledged Shares, each of
the holders of the Senior Notes, including WebFinancial, would be entitled to
receive its pro-rata portion of the proceeds of such disposition. By virtue of
their relationships with WebFinancial discussed in Item 2, each of Steel
Partners II, Partners LLC and Warren Lichtenstein may be deemed to beneficially
own the 5,477,370 Shares that may be deemed to be beneficially owned by
WebFinancial.
The filing of this Schedule 13D and any future amendments by the Reporting
Persons, and the inclusion of information herein and therein, shall not be
considered an admission that any of such persons, for the purpose of Section
13(d) of the Securities Exchange Act of 1934, as amended, or otherwise, are the
beneficial owners of any Shares in which such persons do not have a pecuniary
interest.
(b) By virtue of their relationships with WebFinancial discussed in Item
2, Steel Partners II, Partners LLC and Warren Lichtenstein each has the sole
power to vote and dispose of the Shares that may be deemed to be beneficially
owned by WebFinancial.
(c) There were no transactions in the securities of the Issuer by the
Reporting Persons or any person named in Schedule A annexed hereto during the
past sixty days.
(d) No person other than the Reporting Persons is known to have the
right to receive, or the power to direct the receipt of dividends from, or
proceeds from the sale of, the Shares reported herein; PROVIDED, HOWEVER, that
in addition to WebFinancial, the other holders of the Senior Notes would be
entitled to receive on a pro-rata basis dividends from, or proceeds from any
sale of, the Pledged Shares.
(e) Not applicable.
Item 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH
RESPECT TO SECURITIES OF THE ISSUER.
Other than as otherwise described herein, including the loan arrangements
discussed in Item 4, there are no contracts, arrangements, understandings or
relationships among the Reporting Persons, or between the Reporting Persons and
any other person, with respect to the securities of the Issuer.
Item 7. MATERIAL TO BE FILED AS EXHIBITS.
1. Joint Filing Agreement by and among WebFinancial Corporation, Steel
Partners II, L.P., Steel Partners, L.L.C., and Warren G.
Lichtenstein, dated October 1, 2007.
2. Powers of Attorney.
----------------------- ----------------------
CUSIP No. 761312 10 7 13D Page 11 of 17 Pages
----------------------- ----------------------
SIGNATURES
After reasonable inquiry and to the best of his knowledge and belief, each
of the undersigned certifies that the information set forth in this statement is
true, complete and correct.
Dated: October 1, 2007 WEBFINANCIAL CORPORATION
By: /s/ James Henderson
-------------------------------------
Name: James Henderson
Title: Chief Executive Officer
STEEL PARTNERS II, L.P.
By: Steel Partners, L.L.C.
its General Partner
By: /s/ Lauren Isenman
-------------------------------------
Lauren Isenman
as Attorney-In-Fact for Warren G. Lichtenstein,
Managing Member
STEEL PARTNERS, L.L.C.
By: /s/ Lauren Isenman
-------------------------------------
Lauren Isenman
as Attorney-In-Fact for Warren G. Lichtenstein,
Managing Member
/s/ Lauren Isenman
-----------------------------------------
LAUREN ISENMAN
as Attorney-In-Fact for Warren G. Lichtenstein
----------------------- ----------------------
CUSIP No. 761312 10 7 13D Page 12 of 17 Pages
----------------------- ----------------------
SCHEDULE A
DIRECTORS AND EXECUTIVE OFFICERS OF
WEBFINANCIAL CORPORATION
NAME AND POSITION PRESENT PRINCIPAL BUSINESS
WITH WEBFINANCIAL OCCUPATION ADDRESS
Jack L. Howard, Principal of Mutual Securities, c/o Steel Partners II, L.P.
Chairman of the Board and Vice Inc., a registered broker-dealer, 590 Madison Avenue, 32nd Floor
President and Vice Chairman of Steel New York, NY 10022
Partners, Ltd., a management and
advisory company
James R. Henderson, Operating Partner of Steel c/o Steel Partners, Ltd.
Director, Chief Executive Partners, Ltd., a management and 590 Madison Avenue, 32nd Floor
Officer, Chief Operating Officer advisory company New York, NY 10022
and President
Joseph L. Mullen, Managing Partner of Li Moran c/o Li Moran International
Director International, Inc., a management 611 Broadway, Suite 722
consulting company New York, NY 10012
Mark E. Schwarz, Managing Member of Newcastle c/o Newcastle Capital Management, LP
Director Capital Group, L.L.C., the General 200 Crescent Court, Suite 1400
Partner of Newcastle Capital Dallas, TX 75201
Management, L.P., the General
Partner of Newcastle Partners,
L.P., a private investment firm
Howard Mileaf, Director of Neuberger Berman Mutual 64 Brookdale Court
Director Funds Highland Park, NJ 08904
Terry Gibson, Managing Director of SP Corporate c/o SP Corporate Services, LLC
Chief Financial Officer Services, LLC, a management and 61 East Main Street
advisory company Los Gatos, CA 95031
----------------------- ----------------------
CUSIP No. 761312 10 7 13D Page 13 of 17 Pages
----------------------- ----------------------
EXHIBIT INDEX
Exhibit Page
------- ----
1. Joint Filing Agreement by and among WebFinancial 14
Corporation, Steel Partners II, L.P., Steel Partners,
L.L.C. and Warren G. Lichtenstein, dated October 1,
2007.
2. Powers of Attorney. 15 to 17
----------------------- ----------------------
CUSIP No. 761312 10 7 13D Page 14 of 17 Pages
----------------------- ----------------------
JOINT FILING AGREEMENT
In accordance with Rule 13d-1(k)(1)(iii) under the Securities Exchange Act
of 1934, as amended, the persons named below agree to the joint filing on behalf
of each of them of a Statement on Schedule 13D dated October 1, 2007 (including
amendments thereto) with respect to the Common Stock of Reunion Industries, Inc.
This Joint Filing Agreement shall be filed as an Exhibit to such Statement.
Dated: October 1, 2007 WEBFINANCIAL CORPORATION
By: /s/ James Henderson
-------------------------------------
Name: James Henderson
Title: Chief Executive Officer
STEEL PARTNERS II, L.P.
By: Steel Partners, L.L.C.
its General Partner
By: /s/ Lauren Isenman
-------------------------------------
Lauren Isenman
as Attorney-In-Fact for Warren G. Lichtenstein,
Managing Member
STEEL PARTNERS, L.L.C.
By: /s/ Lauren Isenman
-------------------------------------
Lauren Isenman
as Attorney-In-Fact for Warren G. Lichtenstein,
Managing Member
/s/ Lauren Isenman
-----------------------------------------
LAUREN ISENMAN
as Attorney-In-Fact for Warren G. Lichtenstein
----------------------- ----------------------
CUSIP No. 761312 10 7 13D Page 15 of 17 Pages
----------------------- ----------------------
POWER OF ATTORNEY
Know all by these presents, that each of the undersigned hereby
constitutes and appoints LAUREN ISENMAN signing singly, the undersigned's true
and lawful attorney-in-fact to:
1. Execute for and on behalf of the undersigned all documents relating
to the business of Steel Partners II, L.P. including, but not limited to, all
filings with the Securities and Exchange Commission, any stock exchange and any
other regulatory, administrative or similar authority, and all memoranda,
correspondence, communications or the like, except that such attorney-in-fact
shall have no power to execute any document that has the effect of creating a
financial commitment or financial obligation of Steel Partners II, L.P. or its
affiliates.
2. Do and perform any and all acts for and on behalf of the undersigned
that may be necessary or desirable to complete and execute any such document,
complete and execute any amendment or amendments thereto, and timely file such
document with the appropriate authority.
3. Take any other action of any type whatsoever in connection with the
foregoing which, in the opinion of such attorney-in-fact, may be of benefit to,
in the best interest of, or legally required by, the undersigned, it being
understood that the documents executed by such attorney-in-fact on behalf of the
undersigned pursuant to this Power of Attorney shall be in such form and shall
contain such terms and conditions as such attorney-in-fact may approve in such
attorney-in-fact's discretion.
The undersigned hereby grants to each such attorney-in-fact full power and
authority to do and perform any and every act and thing whatsoever requisite,
necessary, or proper to be done in the exercise of any of the rights and powers
herein granted, as fully to all intents and purposes as the undersigned might or
could do if personally present, with full power of substitution or revocation,
hereby ratifying and confirming all that such attorney-in-fact, or such
attorney-in-fact's substitute or substitutes, shall lawfully do or cause to be
done by virtue of this Power of Attorney and the rights and powers herein
granted. The undersigned acknowledges that the foregoing attorney-in-fact, in
serving in such capacity at the request of the undersigned, is not assuming any
of the undersigned's responsibilities to comply with any rules or regulations
including federal securities laws.
This Power of Attorney shall remain in full force and effect until
December 31, 2007 unless earlier revoked by the undersigned in a signed writing
delivered to the foregoing attorney-in-fact.
IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to
be executed as of this 27th day of December, 2006.
STEEL PARTNERS II, L.P. STEEL PARTNERS, L.L.C.
By: Steel Partners, L.L.C. By: /s/ Warren G. Lichtenstein
General Partner --------------------------
Warren G. Lichtenstein
Managing Member
By: /s/ Warren G. Lichtenstein
--------------------------
Warren G. Lichtenstein /s/ Warren G. Lichtenstein
Managing Member --------------------------
Warren G. Lichtenstein
----------------------- ----------------------
CUSIP No. 761312 10 7 13D Page 16 of 17 Pages
----------------------- ----------------------
POWER OF ATTORNEY
Know all by these presents, that each of the undersigned hereby
constitutes and appoints JACK L. HOWARD signing singly, the undersigned's true
and lawful attorney-in-fact to:
1. Execute for and on behalf of the undersigned all documents relating
to the business of Steel Partners II, L.P. including, but not limited to, all
filings with the Securities and Exchange Commission, any stock exchange and any
other regulatory, administrative or similar authority, and all memoranda,
correspondence, communications or the like, except that such attorney-in-fact
shall have no power to execute any document that has the effect of creating a
financial commitment or financial obligation of Steel Partners II, L.P. or its
affiliates.
2. Do and perform any and all acts for and on behalf of the undersigned
that may be necessary or desirable to complete and execute any such document,
complete and execute any amendment or amendments thereto, and timely file such
document with the appropriate authority.
3. Take any other action of any type whatsoever in connection with the
foregoing which, in the opinion of such attorney-in-fact, may be of benefit to,
in the best interest of, or legally required by, the undersigned, it being
understood that the documents executed by such attorney-in-fact on behalf of the
undersigned pursuant to this Power of Attorney shall be in such form and shall
contain such terms and conditions as such attorney-in-fact may approve in such
attorney-in-fact's discretion.
The undersigned hereby grants to each such attorney-in-fact full power and
authority to do and perform any and every act and thing whatsoever requisite,
necessary, or proper to be done in the exercise of any of the rights and powers
herein granted, as fully to all intents and purposes as the undersigned might or
could do if personally present, with full power of substitution or revocation,
hereby ratifying and confirming all that such attorney-in-fact, or such
attorney-in-fact's substitute or substitutes, shall lawfully do or cause to be
done by virtue of this Power of Attorney and the rights and powers herein
granted. The undersigned acknowledges that the foregoing attorney-in-fact, in
serving in such capacity at the request of the undersigned, is not assuming any
of the undersigned's responsibilities to comply with any rules or regulations
including federal securities laws.
This Power of Attorney shall remain in full force and effect until
December 31, 2007 unless earlier revoked by the undersigned in a signed writing
delivered to the foregoing attorney-in-fact.
IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to
be executed as of this 27th day of December, 2006.
STEEL PARTNERS II, L.P. STEEL PARTNERS, L.L.C.
By: Steel Partners, L.L.C. By: /s/ Warren G. Lichtenstein
General Partner --------------------------
Warren G. Lichtenstein
Managing Member
By: /s/ Warren G. Lichtenstein
--------------------------
Warren G. Lichtenstein /s/ Warren G. Lichtenstein
Managing Member --------------------------
Warren G. Lichtenstein
----------------------- ----------------------
CUSIP No. 761312 10 7 13D Page 17 of 17 Pages
----------------------- ----------------------
POWER OF ATTORNEY
Know all by these presents, that each of the undersigned hereby
constitutes and appoints STEVEN WOLOSKY signing singly, the undersigned's true
and lawful attorney-in-fact to:
1. Execute for and on behalf of the undersigned all documents relating
to the business of Steel Partners II, L.P. including, but not limited to, all
filings with the Securities and Exchange Commission, any stock exchange and any
other regulatory, administrative or similar authority, and all memoranda,
correspondence, communications or the like, except that such attorney-in-fact
shall have no power to execute any document that has the effect of creating a
financial commitment or financial obligation of Steel Partners II, L.P. or its
affiliates.
2. Do and perform any and all acts for and on behalf of the undersigned
that may be necessary or desirable to complete and execute any such document,
complete and execute any amendment or amendments thereto, and timely file such
document with the appropriate authority.
3. Take any other action of any type whatsoever in connection with the
foregoing which, in the opinion of such attorney-in-fact, may be of benefit to,
in the best interest of, or legally required by, the undersigned, it being
understood that the documents executed by such attorney-in-fact on behalf of the
undersigned pursuant to this Power of Attorney shall be in such form and shall
contain such terms and conditions as such attorney-in-fact may approve in such
attorney-in-fact's discretion.
The undersigned hereby grants to each such attorney-in-fact full power and
authority to do and perform any and every act and thing whatsoever requisite,
necessary, or proper to be done in the exercise of any of the rights and powers
herein granted, as fully to all intents and purposes as the undersigned might or
could do if personally present, with full power of substitution or revocation,
hereby ratifying and confirming all that such attorney-in-fact, or such
attorney-in-fact's substitute or substitutes, shall lawfully do or cause to be
done by virtue of this Power of Attorney and the rights and powers herein
granted. The undersigned acknowledges that the foregoing attorney-in-fact, in
serving in such capacity at the request of the undersigned, is not assuming any
of the undersigned's responsibilities to comply with any rules or regulations
including federal securities laws.
This Power of Attorney shall remain in full force and effect until
December 31, 2007 unless earlier revoked by the undersigned in a signed writing
delivered to the foregoing attorney-in-fact.
IN WITNESS WHEREOF,` the undersigned has caused this Power of Attorney to
be executed as of this 27th day of December, 2006.
STEEL PARTNERS II, L.P. STEEL PARTNERS, L.L.C.
By: Steel Partners, L.L.C. By: /s/ Warren G. Lichtenstein
General Partner --------------------------
Warren G. Lichtenstein
Managing Member
By: /s/ Warren G. Lichtenstein
--------------------------
Warren G. Lichtenstein /s/ Warren G. Lichtenstein
Managing Member --------------------------
Warren G. Lichtenstein