-----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, HAjyNFXxdXGAmBuGNhjyTLY9iZ1PoSikV3Lk6/K6Uyq1VMBx1EqtaIqK/VQGSQ19 MaJHShFLkzWbvVqtWKn1Pg== 0000921895-97-000440.txt : 19970623 0000921895-97-000440.hdr.sgml : 19970623 ACCESSION NUMBER: 0000921895-97-000440 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 19970620 SROS: NONE SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: SL INDUSTRIES INC CENTRAL INDEX KEY: 0000089270 STANDARD INDUSTRIAL CLASSIFICATION: ELECTRIC LIGHTING & WIRING EQUIPMENT [3640] IRS NUMBER: 210682685 STATE OF INCORPORATION: NJ FISCAL YEAR END: 0731 FILING VALUES: FORM TYPE: SC 13D SEC ACT: 1934 Act SEC FILE NUMBER: 005-34262 FILM NUMBER: 97627748 BUSINESS ADDRESS: STREET 1: 520 FELLOWSHIP ROAD STREET 2: STE 306C CITY: MT LAUREL STATE: NJ ZIP: 08054 BUSINESS PHONE: 6097271500 MAIL ADDRESS: STREET 1: 520 FELLOWSHIP ROAD STREET 2: STE 306C CITY: MT LAUREL STATE: NJ ZIP: 08054 FORMER COMPANY: FORMER CONFORMED NAME: SGL INDUSTRIES INC DATE OF NAME CHANGE: 19841008 FORMER COMPANY: FORMER CONFORMED NAME: GL INDUSTRIES INC DATE OF NAME CHANGE: 19710111 FORMER COMPANY: FORMER CONFORMED NAME: GL ELECTRONICS CO INC DATE OF NAME CHANGE: 19670928 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: STEEL PARTNERS II L P CENTRAL INDEX KEY: 0000915653 STANDARD INDUSTRIAL CLASSIFICATION: [] FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: 750 LEXINGTON AVE 27TH FL CITY: NEW YORK STATE: NY ZIP: 10022 SC 13D 1 SCHEDULE 13D SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 -------------- SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. )(1) SL INDUSTRIES, INC. - -------------------------------------------------------------------------------- (Name of issuer) COMMON STOCK, $.20 PAR VALUE - -------------------------------------------------------------------------------- (Title of class of securities) 784413106 - -------------------------------------------------------------------------------- (CUSIP number) STEVEN WOLOSKY, ESQ. OLSHAN GRUNDMAN FROME & ROSENZWEIG LLP 505 Park Avenue New York, New York 10022 (212) 753-7200 - -------------------------------------------------------------------------------- (Name, address and telephone number of person authorized to receive notices and communications) June 16, 1997 - -------------------------------------------------------------------------------- (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 o. Note. six copies of this statement, including all exhibits, should be filed with the Commission. See Rule 13d-1(a) for other parties to whom copies are to be sent. (Continued on following pages) (Page 1 of 11 Pages) Exhibit Index Appears on Page 10 - -------- (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. 784413106 13D Page 2 of 11 Pages - -------------------------------- ------------------------------------ ================================================================================ 1 NAME OF REPORTING PERSONS S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS 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* PF - -------------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) / / - -------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OR ORGANIZATION DELAWARE - -------------------------------------------------------------------------------- NUMBER OF 7 SOLE VOTING POWER SHARES BENEFICIALLY 329,300 OWNED BY EACH REPORTING PERSON WITH ---------------------------------------------------------------- 8 SHARED VOTING POWER -0- ---------------------------------------------------------------- 9 SOLE DISPOSITIVE POWER 329,300 ---------------------------------------------------------------- 10 SHARED DISPOSITIVE POWER -0- - -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 329,300 - -------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* / / - -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 5.7% - -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON* PN ================================================================================ SEE INSTRUCTIONS BEFORE FILLING OUT! - -------------------------------- ------------------------------------ CUSIP No. 784413106 13D Page 3 of 11 Pages - -------------------------------- ------------------------------------ ================================================================================ 1 NAME OF REPORTING PERSONS S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS WARREN LICHTENSTEIN - -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) / / (b) / / - -------------------------------------------------------------------------------- 3 SEC USE ONLY - -------------------------------------------------------------------------------- 4 SOURCE OF FUNDS* 00 - -------------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) / / - -------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OR ORGANIZATION USA - -------------------------------------------------------------------------------- NUMBER OF 7 SOLE VOTING POWER SHARES BENEFICIALLY 345,100 OWNED BY EACH REPORTING PERSON WITH ---------------------------------------------------------------- 8 SHARED VOTING POWER - 0 - ---------------------------------------------------------------- 9 SOLE DISPOSITIVE POWER 345,100 ---------------------------------------------------------------- 10 SHARED DISPOSITIVE POWER - 0 - - -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 345,100 - -------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* / / - -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 6.0% - -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON* IN ================================================================================ SEE INSTRUCTIONS BEFORE FILLING OUT! - -------------------------------- ------------------------------------ CUSIP No. 784413106 13D Page 4 of 11 Pages - -------------------------------- ------------------------------------ The following constitutes the Schedule 13D filed by the undersigned (the "Schedule 13D"). Item 1. Security and Issuer. This statement relates to shares (the "Shares") of the common stock, par value $.20 per share ("Common Stock"), of SL Industries, Inc. (the "Issuer"). The principal executive offices of the Issuer are located at 520 Fellowship Road, Suite A114, Mt. Laurel, New Jersey 08054. Item 2. Identity and Background. (a) This Statement is filed by Steel Partners II, L.P., a Delaware limited partnership ("Steel Partners II"), and Warren G. Lichtenstein. Steel Partners, L.L.C., a Delaware limited liability company ("Partners LLC"), is the general partner of Steel Partners II. The sole executive officer and managing member of Partners LLC is Warren Lichtenstein, who is Chairman of the Board, Chief Executive Officer and Secretary. Each of the foregoing are referred to as a "Reporting Person" and collectively as the "Reporting Persons". By virtue of his position with Steel Partners II, Mr. Lichtenstein has the power to vote and dispose of the Issuer's Shares owned by Steel Partners II. Accordingly, the Reporting Persons are hereby filing a joint Schedule 13D. (b) The principal business address of each Reporting Person is 750 Lexington Avenue, 27th Floor, New York, New York 10022. (c) The principal business of Steel Partners II is investing in the securities of microcap companies. The principal occupation of Mr. Lichtenstein is investing in the securities of microcap companies. Mr. Lichtenstein is also a member of the Board of Directors of the Issuer. (d) No Reporting Person has, during the last five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors). (e) No Reporting Person 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. - -------------------------------- ------------------------------------ CUSIP No. 784413106 13D Page 5 of 11 Pages - -------------------------------- ------------------------------------ (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 329,300 Shares of Common Stock owned by Steel Partners II is $2,436,672. The Shares of Common Stock owned by Steel Partners II were acquired with partnership funds. The aggregate purchase price of the 15,800 Shares of Common Stock purchased by Mr. Lichtenstein is $57,038 and came from his personal funds. Item 4. Purpose of Transaction. The Reporting Persons purchased the Shares of the Issuer based on the Reporting Persons' belief that the Shares at current market prices are undervalued and represent an attractive investment opportunity. Depending upon overall market conditions, other investment opportunities available to the Reporting Persons, and the availability of Shares at prices that would make the purchase of additional Shares desirable, the Reporting Persons may endeavor to increase their position in the Issuer through, among other things, the purchase of Shares on the open market or in private transactions, through a tender offer or otherwise, on such terms and at such times as the Reporting Persons may deem advisable. Mr. Lichtenstein has been a member of the Board of Directors of the Issuer since 1993, and in that capacity has had discussions with the Issuer and intends to have future discussions with the Issuer about the business operations of the Issuer and ways to enhance stockholder value, including but not limited to, a stock buyback program by the Issuer, a recapitalization, the sale or spinoff of certain of the Issuer's business segments, the expansion of the Issuer's core business segments, by acquisition or otherwise, or the sale of the Issuer. The Reporting Persons intend to actively monitor efforts by management to increase stockholder value. The Reporting Persons may also decide in the future, should the Issuer's Shares continue to be undervalued, to propose a transaction whereby all or a portion of the Issuer be sold, and in connection therewith the Reporting Persons may seek to participate in such transaction or seek to acquire control of the Issuer in a negotiated transaction or otherwise. Should the Issuer's Shares continue to be undervalued, the Reporting Persons also may seek in the future to have one or more of its representatives appointed as additional members of the Board of Directors of the Issuer, by agreement with the Issuer or otherwise, including by running its own slate of nominees at an annual or special meeting of the Issuer. The Reporting Persons may in the future propose other matters for consideration and approval by the Issuer's stockholders or the Board of Directors, but has not identified such matters at this date. The Reporting Persons shall take all such actions described herein consistent with Mr. Lichtenstein's fiduciary obligations as a member of the Issuer's Board of Directors. - -------------------------------- ------------------------------------ CUSIP No. 784413106 13D Page 6 of 11 Pages - -------------------------------- ------------------------------------ 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 or such as would occur upon completion of any of the actions discussed above. Steel Partners II intends to review its investment in the Issuer on a continuing basis and, depending on various factors including, without limitation, the Issuer's financial position and investment strategy, the price levels of the Common Stock, conditions in the securities markets and general economic and industry conditions, may in the future take such actions with respect to its investment in the Issuer as it deems appropriate including, without limitation, purchasing additional Shares of Common Stock or selling some or all of its Shares or to change its intention with respect to any and all matters referred to in Item 4. Item 5. Interest in Securities of the Issuer. (a) The aggregate percentage of Shares of Common Stock reported owned by each person named herein is based upon 5,786,280 Shares outstanding, which is the total number of Shares of Common Stock outstanding as reported in the Company's Quarterly Report on Form 10-Q for the fiscal quarter ended April 30, 1997. As of the close of business on June 19, 1997, Steel Partners II beneficially owns 329,300 Shares of Common Stock, constituting approximately 5.7% of the Shares outstanding. Mr. Lichtenstein beneficially owns 345,100 Shares, representing approximately 6.0% of the Shares outstanding. Mr. Lichtenstein has sole voting and dispositive power with respect to the 15,800 Shares owned by him and the 329,300 Shares owned by Steel Partners II by virtue of his authority to vote and dispose of such Shares. All of such Shares were acquired in open-market transactions. (b) By virtue of his positions with Steel Partners II, Mr. Lichtenstein has the sole power to vote and dispose of the Shares reported in this Schedule 13D. (c) Schedule A annexed hereto lists all transactions in the Issuer's Common Stock in the last sixty days by the Reporting Persons. (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, such Shares of the Common Stock. (e) Not applicable. Item 6. Contracts, Agreements, Understandings or Relationships with Respect to Securities of the Issuer. Other than as described herein, there are no contracts, arrangements or understandings among the Reporting Persons, or - -------------------------------- ------------------------------------ CUSIP No. 784413106 13D Page 7 of 11 Pages - -------------------------------- ------------------------------------ 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 - -------------------------------- ------------------------------------ CUSIP No. 784413106 13D Page 8 of 11 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: June 20, 1997 STEEL PARTNERS II, L.P. By: Steel Partners, L.L.C. General Partner By: /s/ Warren G. Lichtenstein -------------------------- Warren G. Lichtenstein, Chief Executive Officer /s/ Warren G. Lichtenstein -------------------------- WARREN G. LICHTENSTEIN - -------------------------------- ------------------------------------ CUSIP No. 784413106 13D Page 9 of 11 Pages - -------------------------------- ------------------------------------ SCHEDULE A TRANSACTIONS IN THE SHARES WITHIN THE PAST 60 DAYS Shares of Common Price Per Date of Stock Purchased Share Purchase --------------- ----- -------- STEEL PARTNERS II, L.P. ----------------------- 9,500 6.93500 4/21/97 2,500 8.54500 6/06/97 500 8.54500 6/09/97 1,000 9.04500 6/13/97 2,000 9.06000 6/13/97 60,900 9.04540 6/16/97 1,300 9.29500 6/17/97 13,500 9.51250 6/19/97 22,400 9.90234 6/20/97 WARREN LICHTENSTEIN None. - -------------------------------- ------------------------------------ CUSIP No. 784413106 13D Page 10 of 11 Pages - -------------------------------- ------------------------------------ EXHIBIT INDEX Exhibit Page - ------- ---- 1. Joint Filing Agreement 11 EX-99.1 2 JOINT FILING AGREEMENT - -------------------------------- ------------------------------------ CUSIP No. 784413106 13D Page 11 of 11 Pages - -------------------------------- ------------------------------------ JOINT FILING AGREEMENT In accordance with Rule 13d-1(f)(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 June 20, 1997 (including amendments thereto) with respect to the Common Stock of SL Industries, Inc. This Joint Filing Agreement shall be filed as an Exhibit to such Statement. Dated: June 20, 1997 STEEL PARTNERS II, L.P. By: Steel Partners, L.L.C. General Partner By: /s/ Warren G. Lichtenstein -------------------------- Warren G. Lichtenstein, Chief Executive Officer /s/ Warren G. Lichtenstein ------------------------------- WARREN G. LICHTENSTEIN -----END PRIVACY-ENHANCED MESSAGE-----