January 15, 1996 The Board of Directors Reunion Resources Company 2801 Post Oak Boulevard Houston, TX 77056 Dear Sirs: Oneida Molded Plastics Corporation, a New York corporation ("Oneida"), a wholly- owned subsidiary of Reunion Resources Company, a...Merger Agreement • February 21st, 1996 • Reunion Industries Inc • Crude petroleum & natural gas
Oneida Molded Plastics Corporation, a New York corporation ("Oneida"), a wholly- owned subsidiary of Reunion Resources Company, a Delaware corporation ("Reunion"), and Rostone Corporation, a Delaware corporation ("Rostone"), propose to enter into a Merger Agreement (the "Agreement") providing for the merger of Rostone with and into Oneida. Pursuant to the Agreement, and as more fully described therein, at the "Effective Time" (as defined in the Agreement): (i) each share of common stock of Rostone, par value $0.40 per share (the "Rostone Common Stock"), and each share of preferred stock of Rostone, par value $0.01 per share (the "Rostone Preferred Stock"), shall be converted into the right to receive $0.01 per share ("Deferred Consideration A") on the date on which Reunion consummates the sale of certain oil and gas assets; (ii) each share of Rostone Preferred Stock shall be converted into the right to receive a cash payment on March 31, 1997 equal to eight times the amount, if any, by
EXHIBIT 99.1 [LOGO OF PRUDENTIAL SECURITIES APPEARS HERE] September 7, 1995 Board of Directors Reunion Resources Company 2801 Post Oak Boulevard Houston, TX 77056 Dear Sirs: Reunion Resources Company, a Delaware corporation ("Reunion"), and Chatwins...Stock Purchase Agreement • February 21st, 1996 • Reunion Industries Inc • Crude petroleum & natural gas
Reunion Resources Company, a Delaware corporation ("Reunion"), and Chatwins Holdings, Inc., ("Chatwins") a Delaware corporation, have entered into a Stock Purchase Agreement dated as of September 7, 1995 (the "Purchase Agreement") pursuant to which, among other things, Reunion will purchase all of the 601 issued and outstanding shares of common stock, par value $100 per share, and all of the 25,000 issued and outstanding shares of preferred stock, par value $100 per share, of Oneida Molded Plastics Corporation, ("Oneida") a New York corporation and a wholly-owned subsidiary of Chatwins, for approximately $3.1 million in cash. (The 601 issued and outstanding shares of common stock and the 25,000 issued and outstanding shares of preferred stock of Oneida are collectively referred to herein as the "Shares".) As of September 5, 1995, Oneida has (i) approximately $4.4 million in indebtedness to Congress Financial Corporation, which indebtedness is secured by substantially all of Oneida's as
