-----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, Jf72k2tEjGAeqmUaGJLFRyT25HBG68vUBRMpNq1LaeNiF90h61QTqCkRw3aJD3cy 8hbqVuNHJeKHO5CtSJx7dQ== 0000893220-99-000046.txt : 19990127 0000893220-99-000046.hdr.sgml : 19990127 ACCESSION NUMBER: 0000893220-99-000046 CONFORMED SUBMISSION TYPE: 10-K/A PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 19980731 FILED AS OF DATE: 19990126 FILER: 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: 10-K/A SEC ACT: SEC FILE NUMBER: 001-04987 FILM NUMBER: 99512972 BUSINESS ADDRESS: STREET 1: 520 FELLOWSHIP ROAD STREET 2: SUITE A114 CITY: MT LAUREL STATE: NJ ZIP: 08054 BUSINESS PHONE: 6097271500 MAIL ADDRESS: STREET 1: 520 FELLOWSHIP ROAD STREET 2: SUITE A114 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 10-K/A 1 FORM 10-K/A ANNUAL REPORT SL INDUSTRIES, INC. 1 UNITED STATES SECURITIES & EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-K/A ANNUAL REPORT [X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 AMENDMENT #1 FOR THE FISCAL YEAR ENDED JULY 31, 1998 FORM 11-K FOR SL INDUSTRIES, INC. SAVINGS AND PENSION PLAN SL INDUSTRIES, INC. 520 FELLOWSHIP ROAD, SUITE A-114 MT. LAUREL, NJ 08054 (Name & address of Principal Executive Offices of the issuer of the Securities) 21-0682685 (I.R.S. Employer Identification No.) DOCUMENTS INCORPORATED BY REFERENCE: COMPANY'S FORM S-8 REGISTRATION STATEMENT (FILE NO. 33-31805) 2 SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the trustees (or other persons who administer the plan) have duly caused this annual report to be signed by the undersigned thereunto duly authorized. SL INDUSTRIES, INC. SAVINGS AND PENSION PLAN /s/ James E. Morris ------------------------------ James E. Morris Plan Administrator January 21, 1999 3 SL INDUSTRIES, INC. SAVINGS AND PENSION PLAN INDEX TO FINANCIAL STATEMENTS AND SCHEDULES Pages Report of Independent Public Accountants 4 Financial Statements: Statements of Net Assets Available for Plan Benefits, July 31, 1998 and 1997 5-6 Statement of Changes in Net Assets Available for Plan Benefits for the year ended July 31, 1998 7 Notes to Financial Statements 8-11 Supplemental Schedules: Schedules of Assets Held for Investment Purposes - July 31, 1998 and 1997 12-13 Schedule of Reportable Transactions for the year ended July 31, 1998 14 Consent of Independent Public Accountants 15 4 REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS To the Plan Administrator SL Industries, Inc. Savings and Pension Plan: We have audited the accompanying statements of net assets available for plan benefits of the SL Industries, Inc. Savings and Pension Plan as of July 31, 1998 and 1997, and the related statement of changes in net assets available for plan benefits for the year ended July 31, 1998. These financial statements and the schedules referred to below are the responsibility of the Plan's management. Our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits in accordance with generally accepted auditing standards. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion. In our opinion, the financial statements referred to above present fairly, in all material respects, the net assets available for plan benefits as of July 31, 1998 and 1997, and the changes in net assets available for plan benefits for the year ended July 31, 1998 in conformity with generally accepted accounting principles. Our audits were made for the purpose of forming an opinion on the basic financial statements taken as a whole. The supplemental schedules listed in the accompanying index are presented for purposes of additional analysis and are not a required part of the basic financial statements but are supplementary information required by the Department of Labor's Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974. The Fund Information in the statements of net assets available for the plan benefits and the statement of changes in net assets available for plan benefits is presented for purposes of additional analysis rather than to present the net assets available for plan benefits and change in net assets available for plan benefits of each fund. The supplemental schedules and Fund Information have been subjected to the auditing procedures applied in our audits of the basic financial statements and, in our opinion, are fairly stated in all material respects in relation to the basic statements taken as a whole. ARTHUR ANDERSEN LLP Philadelphia, Pa., January 8, 1999 5 SL INDUSTRIES, INC. SAVINGS AND PENSION PLAN STATEMENT OF NET ASSETS AVAILABLE FOR PLAN BENEFITS July 31, 1998
Index Diversified Stable Value Balanced Stock Stock Fund Fund Fund Fund ---------------- ---------------- ---------------- --------------- NET ASSETS Investments $ 3,474,585 $ 983,788 $ 1,427,821 $1,969,875 Pending transfers - - - - Participant contribution receivable - - - - Participant loans receivable - - - - ----------- --------- ----------- ---------- TOTAL NET ASSETS AVAILABLE FOR PLAN BENEFITS $ 3,474,585 $ 983,788 $ 1,427,821 $1,969,875 ============ ========== ============ ===========
SL Industries, Inc. Growth & Common Income Puritan Low-Priced Stock Fund Fund Stock Fund --------------- --------------- --------------- --------------- NET ASSETS Investments $3,284,403 $ 786,717 $ 578,648 $ 609,034 Pending transfers - - - - Participant contribution receivable - - - - Participant loans receivable - - - - ---------- --------- --------- --------- TOTAL NET ASSETS AVAILABLE FOR PLAN BENEFITS $3,284,403 $ 786,717 $ 578,648 $ 609,034 =========== ========== ========== ==========
Diversified Loans International Contributions to Fund Receivable Participants Combined --------------- ---------- -------------- --------------- NET ASSETS Investments $ 41,306 $ - $ - $13,156,177 Pending transfers - 279,082 - 279,082 Participant contribution receivable - 71,191 - 71,191 Participant loans receivable - - 383,946 383,946 -------- --------- --------- ----------- TOTAL NET ASSETS AVAILABLE FOR PLAN BENEFITS $ 41,306 $ 350,273 $ 383,946 $13,890,396 ========= ========== ========== ===========
NOTE: The accompanying notes are an integral part of these financial statements. 6 SL INDUSTRIES, INC. SAVINGS AND PENSION PLAN STATEMENT OF NET ASSETS AVAILABLE FOR PLAN BENEFITS July 31, 1997
Index Diversified Stable Value Balanced Stock Stock Fund Fund Fund Fund ---------------- ---------------- ---------------- ------------- NET ASSETS Investments $ 4,671,241 $ 1,073,095 $ 1,097,946 $ 1,899,622 Participant loans receivable -- -- -- -- Pending transfers (138,397) 29,262 40,688 53,700 Participant contribution receivable 21,799 10,839 15,029 18,244 ----------- ----------- ----------- ----------- TOTAL NET ASSETS AVAILABLE FOR PLAN BENEFITS $ 4,554,643 $ 1,113,196 $ 1,153,663 $ 1,971,566 =========== =========== =========== ===========
SL Industries, Inc. Loans Common to Stock Participants Combined --------------- ----------------- ------------- NET ASSETS Investments $ 2,501,716 $ -- $11,243,620 Participant loans receivable -- 262,755 262,755 Pending transfers 14,747 -- -- Participant contribution receivable 17,025 -- 82,936 ----------- ----------- ----------- TOTAL NET ASSETS AVAILABLE FOR PLAN BENEFITS $ 2,533,488 $ 262,755 $11,589,311 =========== =========== ===========
NOTE: The accompanying notes are an integral part of these financial statements. 7 SL INDUSTRIES, INC. SAVINGS AND PENSION PLAN STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR PLAN BENEFITS FOR THE YEAR ENDING JULY 31, 1998
Index Stable Value Balanced Stock Fund Fund Fund ----------------- ---------------- --------------- ADDITIONS: Interest and dividend income $ 266,980 $ 36,033 $ 15,133 Contributions: Employer -- -- -- Participant 197,897 152,011 247,777 Net appreciation (depreciation) of investments -- 114,453 262,557 Loan repayments 41,004 17,048 20,985 Transfers (503,499) (306,855) (151,412) ----------- ----------- ----------- TOTAL ADDITIONS 2,382 12,690 395,040 ----------- ----------- ----------- DEDUCTIONS: Retirement benefits, administrative and termination costs, etc 992,955 100,604 76,568 Loans to participants 89,445 41,494 44,314 ----------- ----------- ----------- TOTAL DEDUCTIONS 1,082,440 142,098 120,882 ----------- ----------- ----------- Net additions (deductions) in net assets available for plan benefits (1,080,058) (129,408) 274,158 Net assets available for plan benefits at beginning of year 4,554,643 1,113,196 1,153,663 ----------- ----------- ----------- Net assets available for plan benefits at end of year $ 3,474,585 $ 983,788 $ 1,427,821 =========== =========== ===========
SL Industries, Diversified Inc. Growth & Stock Common Income Fund Stock Fund --------------- --------------- --------------- ADDITIONS: Interest and dividend income $ 19,310 $ 19,201 $ 3,975 Contributions: Employer -- 315,455 -- Participant 263,613 98,456 54,190 Net appreciation (depreciation) of investments 400,858 1,008,516 49,397 Loan repayments 24,910 8,490 5,109 Transfers (444,767) (399,179) 679,486 ----------- ----------- ----------- TOTAL ADDITIONS 263,924 1,050,939 792,157 ----------- ----------- ----------- DEDUCTIONS: Retirement benefits, administrative and termination costs, etc 214,637 258,235 -- Loans to participants 50,978 41,789 5,440 ----------- ----------- ----------- TOTAL DEDUCTIONS 265,615 300,024 5,440 ----------- ----------- ----------- Net additions (deductions) in net assets available for plan benefits (1,691) 750,915 786,717 Net assets available for plan benefits at beginning of year 1,971,566 2,533,488 -- ----------- ----------- ----------- Net assets available for plan benefits at end of year $ 1,969,875 $ 3,284,403 $ 786,717 =========== =========== ===========
Diversified Puritan Low-Priced International Fund Stock Fund Fund -------------- --------------- --------------- ADDITIONS: Interest and dividend income $ 7,975 $ 513 $ 45 Contributions: Employer -- -- -- Participant 26,068 38,952 11,878 Net appreciation (depreciation) of investments 25,187 (6,897) 2,808 Loan repayments 912 1,493 188 Transfers 521,426 577,413 27,387 ----------- ----------- ----------- TOTAL ADDITIONS 581,568 611,474 42,306 ----------- ----------- ----------- DEDUCTIONS: Retirement benefits, administrative and termination costs, etc -- -- -- Loans to participants 2,920 2,440 1,000 ----------- ----------- ----------- TOTAL DEDUCTIONS 2,920 2,440 1,000 ----------- ----------- ----------- Net additions (deductions) in net assets available for plan benefits 578,648 609,034 41,306 Net assets available for plan benefits at beginning of year -- -- -- ----------- ----------- ----------- Net assets available for plan benefits at end of year $ 578,648 $ 609,034 $ 41,306 =========== =========== ===========
Loans Contributions to Receivable Participants Combined ------------ -------------- ----------- ADDITIONS: Interest and dividend income $ -- $ -- $ 369,165 Contributions: Employer 279,082 -- 594,537 Participant 71,191 -- 1,162,033 Net appreciation of investments -- -- 1,856,879 Loan repayments -- (120,139) -- Transfers -- -- -- ----------- ----------- ----------- TOTAL ADDITIONS 350,273 (120,139) 3,982,614 ----------- ----------- ----------- DEDUCTIONS: Retirement benefits, administrative and termination costs, etc -- 38,490 1,681,529 Loans to participants -- (279,820) -- ----------- ----------- ----------- TOTAL DEDUCTIONS -- (241,330) 1,681,529 ----------- ----------- ----------- Net additions (deductions) in net assets available for plan benefits 350,273 121,191 2,301,085 Net assets available for plan benefits at beginning of year -- 262,755 11,589,311 ----------- ----------- ----------- Net assets available for plan benefits at end of year $ 350,273 $ 383,946 $13,890,396 =========== =========== ===========
NOTE: The accompanying notes are an integral part of these financial statements. 8 SL INDUSTRIES, INC. SAVINGS AND PENSION PLAN NOTES TO FINANCIAL STATEMENTS 1. Description of Plan and Summary of Significant Accounting Policies Description of Plan: SL Industries, Inc. Savings and Pension Plan (the "Plan"), originally adopted May 1, 1976, is a defined contribution savings and pension plan covering substantially all U.S. non-union employees of SL Industries, Inc. who have completed one year of service. The Plan is subject to the provisions of the Employee Retirement Income Security Act of 1974, as amended (ERISA). Participants should refer to the Summary Plan Description for more complete information with respect to the provisions of the Plan. Investments: As part of the Plan provisions, participants may invest in SL Industries, Inc. Common Stock ("Common Stock") and/or in various combinations of eight funds: Stable Value Fund, Balanced Fund, Indexed Stock Fund, Diversified Stock Fund, Growth and Income Fund, Puritan Fund, Low-Priced Stock Fund and Diversified International Fund. All income, gains or other amounts from any investment are reinvested in the same investment from which they are received. The amounts are then allocated, as appropriate, to each participant's account balance. The Stable Value Fund represents deposit contracts with John Hancock Mutual Life Insurance Company ("John Hancock"). Contributions are maintained in a pooled account. The account is credited with earnings on the underlying investments at rates guaranteed by the contracts and charged for Plan withdrawals. The financial statements reflect the contract value as reported by John Hancock as of the Plan year-end. The remaining funds are either John Hancock or Fidelity Institutional Retirement Services Co., Inc. ("Fidelity") separate investment accounts and are carried at market value as reported by John Hancock and Fidelity as of the Plan year-end. The fair value of the SL Industries, Inc. Common Stock is based on the market price as quoted on the New York Stock Exchange. The Plan presents in the statement of changes in net assets the net appreciation (depreciation) in investments which consists of the realized gains or losses and the unrealized appreciation or depreciation of those investments. Interest and dividend income are recorded as earned on an accrual basis. 9 Contributions: Elective Contributions: Employees' contributions are based upon authorized payroll withholdings. Participants may make elective deferrals of up to 20% of their annual compensation. Matching Employer Contributions: The employer's match is fifty percent (50%) of the participant's elective deferrals, not to exceed three percent (3%) of participant's compensation. Matching employer contributions are invested solely in Common Stock of SL Industries, Inc. Profit Sharing Contributions: A profit sharing contribution is made annually to all Plan participants who have a credited year of service during the Plan year and is equal to two percent (2%) of the participant's W-2 wages, up to a maximum of $160,000, for the previous calendar year. This is a discretionary contribution determined by resolution of the Board of Directors. Profit sharing contributions are invested in accordance with the election of each participant. Benefits: At the time of separation, the vested portion of a participant's account represents the participant's accumulated benefit. At the end of a break in service year, as defined under the Plan, a participant may elect to: (1) continue to invest their accumulated benefit in the Plan until their normal retirement date at which time the value of their account will be utilized to purchase an annuity; (2) receive payment in one lump sum; or (3) to have any portion paid directly to an eligible retirement plan specified by the distributee in a direct rollover. At the retirement date, a participant may elect to receive their retirement benefit in one lump sum payment, in various types of installments, or in the form of a qualified joint and survivor annuity. The amount of benefit payment depends on the value of the participant's account and the retirement benefit option the participant elects. 10 Vesting: Participants become immediately vested in their elective deferral contributions plus actual earnings and their employer's profit sharing contributions. Effective August 1, 1997, employer matching contributions become vested as follows:
Percentage Years of Service Vested ---------------- ---------- Five years or more .............. 100% Four years or more, but less than five years ...... 80% Three years or more, but less than four years ...... 60% Two years or more, but less than three years ..... 40% One year or more, but less than two years ....... 20% Less than one year .............. 0%
In determining years of service for vesting, the Plan considers service from the participant's date of hire. The nonvested portion of a participant's account, if any, will be forfeited after a one year break in service. Forfeitures will be allocated to the remaining participants' accounts on a prorata basis as defined by the Plan. Participant Loans: The Plan makes loans to a participant, using the participant's account balance as collateral. The minimum loan amount is $1,000 and may not exceed the lesser of $50,000 or 50% of the participant's vested account balance. All loans bear interest at prime rate plus one percent compiled as of the loan origination date. Loans are repayable over a twelve to sixty month term. The interest rates on the participant loans receivable on the accompanying statements of net assets available for plan benefits for July 31, 1998 and 1997 range from 7.0% to 10.50%. Voting Rights: Effective August 1, 1992, the Plan was amended to provide participants with certain voting and other rights in connection with SL Industries, Inc. Common Stock held in their accounts under the Plan. 2. Plan Termination While SL Industries, Inc. has not expressed any intent to do so, it may terminate the Plan at any time, subject to the penalties set forth in ERISA, as amended. In the event of such Plan termination, participants will become 100% vested in their accounts. 11 3. Reconciliation to Form 5500 As of July 31, 1998 and 1997, the Plan had approximately $468,000 and $475,000, respectively, of pending distributions to participants who elected to withdraw from the Plan. These amounts are recorded as a liability in the Plan's Form 5500; however, these amounts are not recorded as a liability in the accompanying statements of net assets available for plan benefits in accordance with generally accepted accounting principles. The following table reconciles net assets available for Plan benefits per the financial statements to the Form 5500 as filed by the Company for the years ended July 31, 1998 and 1997:
Net Assets Available for Plan Benefits ----------------- Benefits Payable to Benefits July 31, July 31, Participants Paid 1998 1997 ------------------ -------------- ------------ ------------ Per financial statements $ 0 $ 1,682,000 $ 13,890,000 $ 11,589,000 Accrued benefit payments 468,000 468,000 (468,000) (475,000) Reversal of 1997 accrual for benefit payments 0 (475,000) 0 0 ------------ ------------ ------------ ------------ Per Form 5500 $ 468,000 $ 1,675,000 $ 13,422,000 $ 11,114,000 ============ ============ ============ ============
4. Administrative Expenses Administrative expenses of the Plan are paid by SL Industries, Inc., with the exception of asset management fees related to certain deposit contracts held with the insurance company which are paid by the Plan. Total asset management fees expensed in fiscal 1998 and 1997 were $0 and $1,178, respectively. 5. Tax Status The Internal Revenue Service has issued a favorable determination letter stating that the Plan meets the requirements for qualification pursuant to Section 401(a) of the Internal Revenue Code (the "Code") and that the Plan is exempt from federal income taxes under Section 501(a) of the Code. Management believes they are operating the Plan in accordance with the Code. Accordingly, there is no provision for income taxes in the accompanying financial statements. 12 SL INDUSTRIES, INC. SAVINGS AND PENSION PLAN SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES FORM 5500 ITEM 27(a) JULY 31, 1998
A.Party in Interest B. Identity of Issuer C. Description of Asset ------------------- --------------------- ----------------------- * SL Industries. Inc. Common Stock * John Hancock Mutual Life Insurance Company Guaranteed Investment Contracts (#7494, #7960, #8583 and #9543) * John Hancock Mutual Life Insurance Company Common Trust Fund - Balanced Fund * John Hancock Mutual Life Insurance Company Common Trust Fund - Indexed Stock Fund * John Hancock Mutual Life Insurance Company Common Trust Fund - Diversified Stock Fund * Fidelity Institutional Retirement Services Co., Inc. Common Trust Fund - FIdelity Growth & Income Portfolio * Fidelity Institutional Retirement Services Co., Inc. Common Trust Fund - Fidelity Puritan Fund * Fidelity Institutional Retirement Services Co., Inc. Common Trust Fund - Fidelity Low-Priced Stock Fund * Fidelity Institutional Retirement Services Co., Inc. Common Trust Fund - Fidelity Diversified International Fund * John Hancock Mutual Life Insurance Company Loans Receivable (interest ranges from 7.0% to 10.5%) SL Industries, Inc. Contributions Receivable
D. Cost E. Current Value --------- ----------------- $1,427,509 $3,284,403 $3,474,585 $3,474,585 $ 112,189 $ 983,788 $ 763,597 $1,427,821 $2,132,728 $1,969,875 $ 737,320 $ 786,717 $ 553,461 $ 578,648 $ 615,931 $ 609,034 $ 38,498 $ 41,306 $ 383,946 $ 383,946 $ 350,273 $ 350,273
* Indicates party known to be a party in interest. 13 SL INDUSTRIES, INC. SAVINGS AND PENSION PLAN SCHEDULE OF REPORTABLE TRANSACTIONS FORM 5500 ITEM 27(d) FOR THE YEAR ENDING JULY 31, 1998
IDENTITY OF PARTY INVOLVED DESCRIPTION OF ASSET PURCHASE PRICE SELLING PRICE -------------------------- -------------------- -------------- ------------- Fidelity Institutional Retirement Services Co., Inc. Guaranteed Investment Contracts $1,496,494 Fidelity Institutional Retirement Services Co., Inc. Common Trust Fund - Diversified $ 659,404 Stock Fund Fidelity Institutional Retirement Services Co., Inc. Common Stock $ 657,414 John Hancock Mutual Life Insurance Company Common Trust Fund - Fidelity Growth & Income Portfolio $ 679,486
COST OF ASSET NET GAIN (LOSS) ------------- --------------- $1,496,494 N/A $ 659,404 N/A $ 657,414 N/A $ 679,486 N/A
14 CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS As independent public accountants, we hereby consent to the incorporation of our report dated January 8, 1999, included in this Form 10-K/A for the year ended July 31, 1998 into the Company's previously filed Registration Statement File No. 33-31805 on Form S-8. ARTHUR ANDERSEN LLP Philadelphia, PA January 26, 1999 -----END PRIVACY-ENHANCED MESSAGE-----