FORM 5 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ANNUAL STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). | |||||||||||||||||
Form 3 Holdings Reported. | |||||||||||||||||
Form 4 Transactions Reported. |
1. Name and Address of Reporting Person*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
REUNION INDUSTRIES INC [ RUN ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Statement for Issuer's Fiscal Year Ended
(Month/Day/Year) 12/31/2003 | ||||||||||||||||||||||||||
4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | |||||||||||||||
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1. Title of Security (Instr. 3) | 2. Transaction Date (Month/Day/Year) | 2A. Deemed Execution Date, if any (Month/Day/Year) | 3. Transaction Code (Instr. 8) | 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) | 5. Amount of Securities Beneficially Owned at end of Issuer's Fiscal Year (Instr. 3 and 4) | 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 7. Nature of Indirect Beneficial Ownership (Instr. 4) | ||||||||
Amount | (A) or (D) | Price | |||||||||||||
Common Stock | 09/29/2003 | S(1) | 51,897 | D | $0.2493 | 0 | D | ||||||||
Common Stock | 09/29/2003 | S(1) | 48,103 | D | $0.2493 | 3,001,833 | I | FNs(2)(4) | |||||||
Common Stock | 09/30/2003 | S(1) | 100,000 | D | $0.2413 | 3,001,833 | I | FNs(2)(4) | |||||||
Common Stock | 10/01/2003 | S(1) | 131,477 | D | $0.2592 | 3,001,833 | I | FNs(2)(4) | |||||||
Common Stock | 10/03/2003 | S(1) | 43,600 | D | $0.23 | 3,001,833 | I | FNs(2)(4) | |||||||
Common Stock | 12/02/2003 | J(3) | 3,060,677 | D | (3) | 3,001,833 | I | FN(4) |
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | ||||||||||||||
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1. Title of Derivative Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction Code (Instr. 8) | 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) | 6. Date Exercisable and Expiration Date (Month/Day/Year) | 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) | 8. Price of Derivative Security (Instr. 5) | 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) | 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 11. Nature of Indirect Beneficial Ownership (Instr. 4) | |||
(A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | |||||||||
Stock Option (Right to Buy)(5) | $0.352 | 12/01/2003 | A | 1 | (5) | 12/01/2008 | Common Stock | 100,000 | (5) | 1 | D |
Explanation of Responses: |
1. During the period 09/29/2003 to 10/03/2003, Sovereign Bank, as pledgee, sold these shares in the exercise of its rights as a secured party. The shares had been pledged to secure indebtedness of the reporting person to such bank. |
2. These sold shares were owned by the Charles E. Bradley, Sr. Family Limited Partnership (the "FLP"). |
3. This transaction did not involve any purchase or sale of securities. On 12/02/2003, the reporting person resigned as general partner of the FLP (the "Resignation"), after which he had (and has) a 28% limited partnership interest in the FLP. In addition, his wife had (and has) a 1% limited partnership interest in the FLP. Prior to the Resignation, the reporting person reported all shares owned by the FLP as being beneficially owned by him,through his status as general partner. At the time of the Resignation (and at the end of 2003 and currently), the FLP owned (owns) 4,310,813 shares of the issuer's common stock. The Resignation resulted in a decrease in the reporting person's beneficial ownership of such stock from 100% to 29% (the combined limited partnership interests of the reporting person and his wife in the FLP). |
4. The 3,001,833 indirectly owned shares are owned directly as follows: FLP 1,250,136 shares; Stanwich Financial Services Corp. ("SFSC") 1,651,697 shares; Hanna Investment Corp. ("HIC") 100,000. The number of FLP owned shares listed above is based on the 29% combined peciniary interest of the reporting person and his wife as limited partners in the FLP (4,310,813 shares owned by the FLP x 29%). The reporting person may be deemed to be the beneficial owner of the shares owned by SFSC and HIC, because he is the President, director and a direct or indirect stockholder of both. In June 2001, SFSC filed a petition under Chapter 11 of the Bankruptcy Code in the U.S. Bankruptcy Court for the District of Connecticut, Bridgeport Division. Accordingly, the control and disposition of SFSC's assets, including shares in the issuer, is subject to the oversight and approval of the Court. |
5. This employee stock option which was granted by the issuer on 12/01/2003 for services rendered by the reporting person, is exercisable, on a cumulative basis, in one-third increments, annually, beginning on 12/01/2004. |
Charles E. Bradley, Sr. | 02/13/2004 | |
** Signature of Reporting Person | Date | |
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | ||
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v). | ||
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). | ||
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. |