-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, Wq1XI7T0JOBeMMj/aehURBwJ17gE4PZNYtXmXndmERYH303wXhKMSUY/PSsfccSg gU7mU6J50IWY/H9aJjGrsg== 0000899243-00-000836.txt : 20000414 0000899243-00-000836.hdr.sgml : 20000414 ACCESSION NUMBER: 0000899243-00-000836 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20000413 GROUP MEMBERS: BRADLEY CHARLES E GROUP MEMBERS: CHARLES E. BRADLEY, SR. FAMILY LIMITED PARTNERSHIP GROUP MEMBERS: JOHN G. POOLE GROUP MEMBERS: JOHN GRIER POOLE FAMILY LIMITED PARTNERSHIP GROUP MEMBERS: KIMBALL J. BRADLEY SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: REUNION INDUSTRIES INC CENTRAL INDEX KEY: 0001003429 STANDARD INDUSTRIAL CLASSIFICATION: PLASTICS PRODUCTS, NEC [3089] IRS NUMBER: 061439715 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: SEC FILE NUMBER: 005-54241 FILM NUMBER: 600270 BUSINESS ADDRESS: STREET 1: 300 WEYMAN PLAZA STREET 2: SUITE 340 CITY: PITTSBURGH STATE: PA ZIP: 15236 BUSINESS PHONE: 2033248858 MAIL ADDRESS: STREET 1: 300 WEYMAN PLAZA STREET 2: SUITE 340 CITY: PITTSBURGH STATE: PA ZIP: 15236 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: BRADLEY CHARLES E CENTRAL INDEX KEY: 0001005147 STANDARD INDUSTRIAL CLASSIFICATION: [] FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 62 SOUTHFIELD AVENUE STREET 2: ONE STAMFORD LANDING CITY: STAMFORD STATE: CT ZIP: 06902 BUSINESS PHONE: 2033250551 MAIL ADDRESS: STREET 1: 62 SOUTHFIELD AVE STREET 2: ONE STAMFORD LANDING CITY: STAMFORD STATE: CT ZIP: 06902 SC 13D/A 1 AMENDMENT #5 TO SCHEDULE 13D SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 AMENDMENT NO. 5 TO SCHEDULE 13D Under the Securities Exchange Act of 1934 REUNION INDUSTRIES, INC. (formerly Reunion Resources Company) (Name of Issuer) COMMON STOCK, PAR VALUE $.01 PER SHARE (Title of Class of Securities) 761312-10-7 (formerly 761314-10-3) (CUSIP Number) BRIAN D. BEGLIN, ESQ. RICHARDS & O'NEIL, LLP 885 THIRD AVENUE NEW YORK, NEW YORK 10022 (212) 207-1200 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) MARCH 16, 2000 (Date of Event which Requires Filing of this Statement) If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(b)(3) or (4), check the following box [_]. Page 1 of 17 Pages SCHEDULE 13D CUSIP NO.761312-10-7 ----------- - ------------------------------------------------------------------------------ NAME OF REPORTING PERSONS 1 CHARLES E. BRADLEY, SR. - ------------------------------------------------------------------------------ CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) 2 (a) [X] (b) [_] - ------------------------------------------------------------------------------ SEC USE ONLY 3 - ------------------------------------------------------------------------------ SOURCE OF FUNDS (See Instructions) 4 OO - ------------------------------------------------------------------------------ CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [_] 5 - ------------------------------------------------------------------------------ CITIZENSHIP OR PLACE OF ORGANIZATION 6 United States - ------------------------------------------------------------------------------ SOLE VOTING POWER 7 NUMBER OF 114,604 SHARES ----------------------------------------------------------- SHARED VOTING POWER BENEFICIALLY 8 271,280 OWNED BY ----------------------------------------------------------- EACH SOLE DISPOSITIVE POWER 9 REPORTING 114,604 PERSON ----------------------------------------------------------- SHARED DISPOSITIVE POWER WITH 10 271,280 - ------------------------------------------------------------------------------ AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 11 4,892,711 - ------------------------------------------------------------------------------ CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES 12 (See Instructions) [_] - ------------------------------------------------------------------------------ Page 2 of 17 Pages - ------------------------------------------------------------------------------ PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 13 40.6% - ------------------------------------------------------------------------------ TYPE OF REPORTING PERSON (See Instructions) 14 IN - ------------------------------------------------------------------------------ Page 3 of 17 Pages SCHEDULE 13D ------------ CUSIP NO.761312-10-7 ----------- - ------------------------------------------------------------------------------ NAME OF REPORTING PERSONS 1 JOHN G. POOLE - ------------------------------------------------------------------------------ CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) 2 (a) [X] (b) [_] - ------------------------------------------------------------------------------ SEC USE ONLY 3 - ------------------------------------------------------------------------------ SOURCE OF FUNDS (See Instructions) 4 OO - ------------------------------------------------------------------------------ CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [_] 5 - ------------------------------------------------------------------------------ CITIZENSHIP OR PLACE OF ORGANIZATION 6 United States - ------------------------------------------------------------------------------ SOLE VOTING POWER 7 NUMBER OF 153,187 SHARES ----------------------------------------------------------- SHARED VOTING POWER BENEFICIALLY 8 1,446,604 OWNED BY ----------------------------------------------------------- EACH SOLE DISPOSITIVE POWER 9 REPORTING 18,333 PERSON ----------------------------------------------------------- SHARED DISPOSITIVE POWER WITH 10 1,581,458 - ------------------------------------------------------------------------------ AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 11 1,599,791 - ------------------------------------------------------------------------------ CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES 12 (See Instructions) [_] - ------------------------------------------------------------------------------ Page 4 of 17 Pages - ------------------------------------------------------------------------------ PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 13 13.3% - ------------------------------------------------------------------------------ TYPE OF REPORTING PERSON (See Instructions) 14 IN - ------------------------------------------------------------------------------ Page 5 of 17 Pages SCHEDULE 13D ------------ CUSIP NO. 761312-10-7 ------------ - ------------------------------------------------------------------------------ NAMES OF REPORTING PERSONS 1 CHARLES E. BRADLEY, SR. FAMILY LIMITED PARTNERSHIP - ------------------------------------------------------------------------------ CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) 2 (a) [X] (b) [_] - ------------------------------------------------------------------------------ SEC USE ONLY 3 - ------------------------------------------------------------------------------ SOURCE OF FUNDS (See Instructions) 4 OO - ------------------------------------------------------------------------------ CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [_] 5 - ------------------------------------------------------------------------------ CITIZENSHIP OR PLACE OF ORGANIZATION 6 Connecticut - ------------------------------------------------------------------------------ SOLE VOTING POWER 7 NUMBER OF None SHARES ----------------------------------------------------------- SHARED VOTING POWER BENEFICIALLY 8 OWNED BY 4,506,827 ----------------------------------------------------------- EACH SOLE DISPOSITIVE POWER 9 REPORTING None PERSON ----------------------------------------------------------- SHARED DISPOSITIVE POWER WITH 10 4,506,827 - ------------------------------------------------------------------------------ AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 11 4,506,827 - ------------------------------------------------------------------------------ CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES 12 (See Instructions) [_] - ------------------------------------------------------------------------------ Page 6 of 17 Pages PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 13 37.6% - ------------------------------------------------------------------------------ TYPE OF REPORTING PERSON (See Instructions) 14 PN Page 7 of 17 Pages SCHEDULE 13D ------------ CUSIP NO. 761312-10-7 ------------ - ------------------------------------------------------------------------------ NAME OF REPORTING PERSONS 1 JOHN GRIER POOLE FAMILY LIMITED PARTNERSHIP - ------------------------------------------------------------------------------ CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) 2 (a) [X] (b) [_] - ------------------------------------------------------------------------------ SEC USE ONLY 3 - ------------------------------------------------------------------------------ SOURCE OF FUNDS (See Instructions) 4 OO - ------------------------------------------------------------------------------ CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [_] 5 - ------------------------------------------------------------------------------ CITIZENSHIP OR PLACE OF ORGANIZATION 6 United States - ------------------------------------------------------------------------------ SOLE VOTING POWER 7 NUMBER OF None SHARES ----------------------------------------------------------- SHARED VOTING POWER BENEFICIALLY 8 OWNED BY 1,446,604 ----------------------------------------------------------- EACH SOLE DISPOSITIVE POWER 9 REPORTING None PERSON ----------------------------------------------------------- SHARED DISPOSITIVE POWER WITH 10 1,446,604 - ------------------------------------------------------------------------------ AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 11 1,446,604 - ------------------------------------------------------------------------------ CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES 12 (See Instructions) [_] - ------------------------------------------------------------------------------ Page 8 of 17 Pages PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 13 12.1% - ------------------------------------------------------------------------------ TYPE OF REPORTING PERSON (See Instructions) 14 PN - ------------------------------------------------------------------------------ Page 9 of 17 Pages SCHEDULE 13D ------------ CUSIP NO.761312-10-7 ----------- - ---------------------------------------------------------------------------- (1) NAME OF REPORTING PERSONS KIMBALL J. BRADLEY - ---------------------------------------------------------------------------- (2) CHECK THE APPROPRIATE BOX IF A MEMBER (a) [X] OF A GROUP (see instructions) (b) [_] - ---------------------------------------------------------------------------- (3) SEC USE ONLY - ---------------------------------------------------------------------------- (4) SOURCE OF FUNDS (see instructions) OO - ---------------------------------------------------------------------------- (5) CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [_] - ---------------------------------------------------------------------------- (6) CITIZENSHIP OR PLACE OF ORGANIZATION United States - ---------------------------------------------------------------------------- SOLE VOTING POWER (7) NUMBER OF 786,789 SHARES ---------------------------------------------------------- BENEFICIALLY (8) SHARED VOTING POWER OWNED BY 4,506,827 EACH ---------------------------------------------------------- REPORTING (9) SOLE DISPOSITIVE POWER PERSON 786,789 ---------------------------------------------------------- WITH (10) SHARED DISPOSITIVE POWER 4,506,827 - ---------------------------------------------------------------------------- (11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 5,293,616 - ---------------------------------------------------------------------------- (12) CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see instructions) [_] ---------------------------------------------------------------------------- Page 10 of 17 Pages - -------------------------------------------------------------------------- (13) Percent of class represented by amount in Row (11) 44.1% - -------------------------------------------------------------------------- (14) Type of reporting person (see instructions) IN - -------------------------------------------------------------------------- Page 11 of 17 Pages REUNION INDUSTRIES, INC. SCHEDULE 13D AMENDMENT NO. 5 This Amendment No. 5 ("Amendment No. 5") is jointly filed by Charles E. Bradley, Sr., the Charles E. Bradley Family Limited Partnership, John G. Poole, the John G. Poole Family Limited Partnership and Kimball J. Bradley to amend a Statement on Schedule 13D, dated as of June 28, 1995 (the "Schedule 13D"), as amended by Amendment No. 1, dated as of June 25, 1998, Amendment No. 2, dated as of March 30, 1999, Amendment No. 3, dated as of July 30, 1999 and Amendment No. 4, dated as of April 3, 2000 ("Amendment No. 4"). This Amendment No. 5 is being filed to correct certain errors in Amendment No. 4 and amends Items 5, 6 and 7 of the Schedule 13D, as amended. Except as amended hereby, the information set forth in the Schedule 13D, as amended, remains true, complete and correct. All capitalized terms used herein but not otherwise defined shall have the meaning ascribed to such terms in the Schedule 13D, as amended. Item 5. Interest in Securities of the Issuer. ------------------------------------ Item 5 of the Schedule 13D is hereby amended and restated as follows: (a) Upon effectiveness of the Merger, the Bradley FLP acquired as a result of its ownership of shares of common stock of Chatwins, 4,506,827 shares of Common Stock of the Company. Accordingly, the Bradley FLP owns, in the aggregate, 4,506,827 shares of Common Stock of the Company, or approximately 37.6% of the 11,990,109 shares of the Common Stock of the Company outstanding as of the effectiveness of the Merger (the "Merger Outstanding Common Stock"). Mr. Bradley is the general partner of the Bradley FLP and manages the business and affairs of the Bradley FLP. Therefore, Mr. Bradley may be deemed to beneficially own the same 4,506,827 shares of Common Stock held by the Bradley FLP. Upon effectiveness of the Merger, Mr. Bradley individually acquired in the Merger as a result of his ownership of shares of common stock of Chatwins 64,871 shares of Common Stock of the Company. Mr. Bradley is the President, the sole director and an owner of fifty percent (50%) of the outstanding shares of common stock of Stanwich Financial Services Corp. ("SFSC"), which currently owns 271,280 shares of Common Stock of the Company. Mr. Bradley may be deemed to beneficially own the 271,280 shares of Common Stock of the Company held by SFSC by virtue of his relationships with SFSC and by virtue of being a majority shareholder of SFSC. In addition, Mr. Bradley is deemed to beneficially own 49,733 shares of Common Stock of the Company by virtue of options to purchase 49,733 shares of Common Stock of the Company that are exercisable within 60 days of the date hereof. Accordingly, Mr. Bradley may be deemed to own, in the aggregate, 4,892,711 shares of Common Stock, or approximately 40.6% of the sum of the Merger Outstanding Common Stock of the Company plus 49,733 shares represented by Mr. Bradley's options. Upon effectiveness of the Merger, Mr. K.J. Bradley became the person designated by the Bradley FLP to vote the shares held by the Bradley FLP and, therefore, may be deemed to beneficially own the same 4,506,827 shares of the Common Stock of the Company that are held by the Bradley FLP. Mr. K.J. Bradley individually acquired in the Merger as a result of his ownership of shares of common stock of Chatwins 778,456 shares of Common Stock of the Company. In addition, Mr. K.J Bradley is deemed to beneficially own 8,333 shares of Common Stock of the Company by virtue of options to purchase 8,333 shares of Common Stock of the Company that are exercisable within 60 days. Accordingly, Mr. K.J. Bradley may be deemed to own, in the aggregate, 5,293,616 shares of Common Stock, or approximately 44.1% of the Merger Outstanding Common Stock plus 8,333 shares represented by Mr. K.J. Bradley's options. Upon the effectiveness of the Merger, the Poole FLP acquired in the Merger as a result of its ownership of shares of common stock of Chatwins 1,446,604 shares of Common Page 12 of 17 Pages Stock. Accordingly, the Poole FLP owns, in the aggregate, 1,446,604 shares of Common Stock, or approximately 12.1% of the Merger Outstanding Common Stock. Mr. Poole is the general partner of the Poole FLP and manages the business and affairs of the Poole FLP. Therefore, Mr. Poole may be deemed to beneficially own the same 1,446,604 shares of Common Stock that are held by the Poole FLP. The Donald W. Poole, Jr. Credit Shelter Trust FBO Donald W. Poole, III (the "Poole Trust I") acquired in the Merger as a result of its ownership of the shares of common stock of Chatwins 67,427 shares of Common Stock. The Donald W. Poole, Jr. Credit Shelter Trust FBO Benjamin B. Poole, (the "Poole Trust II") acquired in the Merger as a result of its ownership of shares of common stock of Chatwins 67,427 shares of Common Stock. As the trustee of the Poole Trust I and the Poole Trust II, Mr. Poole may be deemed to beneficially own 134,854 shares of Common Stock that are held by the Poole Trust I and the Poole Trust II. In addition, Mr. Poole is deemed to beneficially own 18,333 shares of Common Stock by virtue of options to purchase 18,333 shares of Common Stock that are exercisable within 60 days. Accordingly, Mr. Poole may be deemed to own, in the aggregate, 1,599,791 shares of Common Stock, or approximately 13.3% of the sum of the Merger Outstanding Common Stock plus 18,333 shares of Common Stock represented by Mr. Poole's options. (b) The Bradley FLP and Mr. Bradley may be deemed to share the power to dispose or to direct the disposition of the 4,506,827 shares of Common Stock of the Company held by the Bradley FLP. The Bradley FLP's power to dispose of these shares is based upon its record ownership of these shares. Mr. Bradley's power to direct the disposition of these shares is based upon his right as general partner of the Bradley FLP to manage the business and affairs of the Bradley FLP. The Bradley FLP and Mr. K.J. Bradley may be deemed to share the power to vote the 4,506,827 shares held by the Bradley FLP based upon (i) the Bradley FLP's record ownership of the shares and (ii) Mr. K.J. Bradley's designation by the Bradley FLP as the person to vote these shares. Mr. Bradley may be deemed to share with SFSC the power to direct the disposition and the power to direct the vote of the 271,280 held by SFSC based upon his relationships with SFSC as its President, its sole director and as a majority shareholder of SFSC. Mr. Bradley has the sole power to dispose of and the sole power to vote the 114,604 shares of Common Stock of the Company held by Mr. Bradley based upon his record ownership of 64,871 shares of Common Stock of the Company and by virtue of options to purchase 49,733 shares of Common Stock of the Company. Mr. K.J. Bradley has the sole power to dispose of and the sole power to vote the 786,789 shares of Common Stock of the Company held by Mr. K.J. Bradley based upon his record ownership of 778,456 shares of Common Stock of the Company and by virtue of options to purchase 8,333 shares of Common Stock of the Company. The Poole FLP and Mr. Poole may be deemed to share the power to dispose or to direct the disposition and the power to vote or direct the vote of the 1,446,604 shares of Common Stock of the Company held by the Poole FLP. The Poole FLP's power to dispose of and power to vote these shares is based upon its record ownership of these shares. Mr. Poole's power to Page 13 of 17 Pages direct the disposition of and power to direct the vote of these shares is based upon his right as general partner of the Poole FLP to manage the business and affairs of the Poole FLP. Mr. Poole has the sole power to vote the 134,854 shares of Common Stock of the Company held by the Poole Trust I and the Poole Trust II based upon his rights as the trustee of the Poole Trust I and the Poole Trust II to vote these shares. Mr. Poole shares the power to dispose of the 134,854 shares of Common Stock held by the Poole Trust I and the Poole Trust II with the grantors and the trust beneficiaries of the Poole Trust I and the Poole Trust II. Mr. Poole has the sole power to dispose of and the sole power to vote the 18,333 shares of Common Stock of the Company by virtue of options to purchase 18,333 shares of Common Stock of the Company. (c) None (d) None (e) Not Applicable Item 6. Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer. ----------------------------------------------- Item 6 of the Schedule 13D is hereby amended by adding the following at the beginning thereof: The information set forth in Item 3 is hereby incorporated by reference. Pursuant to the Securities Pledge Agreement (the "Pledge Agreement"), dated as of May 1, 1993, between the Bradley FLP, the Poole FLP, the Company, as successor to Chatwins in the recent merger of Chatwins with and into the Company, and State Street Bank and Trust Company, as successor Collateral Agent to The First National Bank of Boston (the "Collateral Agent"), the Bradley FLP and the Poole FLP pledged 4,145,247 shares and 552,703 shares, respectively, of the Common Stock of the Company (the "Pledged Shares") to secure the Company's obligations under the Indenture, dated as of May 1, 1993, between the Company and State Trustee, as Trustee. Upon the occurrence of a Realization Event, as defined in the Pledge Agreement, the voting rights for the Pledged Securities would immediately become vested in the Collateral Agent. Item 7. Material to be Filed as Exhibits. ----------------------------------- Item 7 is hereby amended by adding the following at the beginning thereof: 1. Joint Filing Agreement among Chatwins, Stanwich, the Bradley FLP, Mr. Bradley, Mr. K.J. Bradley, the Poole FLP and Mr. Poole. Page 14 of 17 Pages Signatures ---------- After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this Statement is true, complete and correct. Dated: April 13, 2000 CHARLES E. BRADLEY, SR. FAMILY LIMITED PARTNERSHIP By:/s/ Charles E. Bradley, Sr. ---------------------------------- Charles E. Bradley, Sr. General Partner /s/ Charles E. Bradley, Sr. -------------------------------------- Charles E. Bradley, Sr. JOHN GRIER FAMILY LIMITED PARTNERSHIP By: /s/ John G. Poole --------------------------------- John G. Poole General Partner /s/ John G. Poole -------------------------------------- John G. Poole /s/ Kimball J. Bradley -------------------------------------- Kimball J. Bradley Page 15 of 17 Pages EX-99.1 2 JOINT FILING AGREEMENT EXHIBIT 1 JOINT FILING AGREEMENT This will confirm the agreement by and among all the undersigned that the Schedule 13D filed on or about this date (the "Schedule 13D") with respect to the beneficial ownership by the undersigned of shares of common stock, par value $.01 per share, of Reunion Industries, Inc., a Delaware corporation, is being, and any and all amendments thereto may be, filed on behalf of each of the undersigned. The undersigned hereby constitute and appoint Charles E. Bradley, Sr. their true and lawful attorney-in-fact and agent with full power of substitution and resubstitution, for them and in their names, places and steads, in any and all capacities, to sign any and all amendments to the Schedule 13D, and to file the same and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agent full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as they might or could do in person, hereby ratifying and confirming said attorney-in-fact and agent, or his substitute, may lawfully do or cause to be done, or have done or caused to be done prior to this date, by virtue hereof. This Agreement may be executed in two or more counterparts, each of which will be deemed an original, but all of which together shall constitute one and the same instrument. Dated: April 13, 2000 CHARLES E. BRADLEY, SR. FAMILY LIMITED PARTNERSHIP By: /s/ Charles E. Bradley, Sr. ---------------------------------- Charles E. Bradley, Sr. General Partner /s/ Charles E. Bradley, Sr. --------------------------------------- Charles E. Bradley, Sr. Page 16 of 17 Pages JOHN GRIER FAMILY LIMITED PARTNERSHIP By: /s/ John G. Poole --------------------------------- John G. Poole General Partner /s/ John G. Poole ------------------------------------ John G. Poole /s/ Kimball J. Bradley ------------------------------------ Kimball J. Bradley Page 17 of 17 Pages -----END PRIVACY-ENHANCED MESSAGE-----