SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): October 15, 2002
SL INDUSTRIES, INC.
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(Exact Name of Registrant as Specified in Charter)
New Jersey 1-4987 21-0682685
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(State or Other Jurisdiction (Commission (I.R.S. Employer
of Incorporation) File Number) Identification No.)
520 Fellowship Road, Suite A114
Mount Laurel, New Jersey 08054
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(Address of Principal Executive Offices and Zip Code)
(856) 727-1500
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(Registrant's telephone number, including area code)
N/A
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(Former Name or Former Address, if Changed Since Last Report)
ITEM 5. OTHER EVENTS.
On October 15, 2002, SL Industries, Inc. (the "Company") announced
that it signed a commitment letter with LaSalle Business Credit, Inc.
("LaSalle"), as Agent for Standard Federal National Association, to refinance
its existing credit facility. The anticipated closing date for the new credit
facility with LaSalle is on or prior to October 31, 2002. In connection with the
refinancing of the Company's existing credit facility, the Company has also
signed a commitment letter with Steel Partners II, L.P. ("Steel Partners"), an
entity controlled by Warren Lichtenstein, SL Industries' Chairman and Chief
Executive Officer. This commitment letter provides for Steel Partners to make a
subordinated loan in the amount of $5 million to the Company on or immediately
prior to the closing of the credit facility with LaSalle.
For additional information, reference is made to the press release
attached hereto as Exhibit 99.1.
On October 15, 2002, the Company also announced that it filed a
registration statement with the Securities and Exchange Commission ("SEC")
relating to a distribution it plans to make to its shareholders of subscription
rights to purchase additional shares of common stock of the Company. Upon the
effectiveness of the registration statement, the Company will distribute to its
shareholders of record as of the record date, which has not yet been determined,
a fixed amount of non-transferable rights to subscribe for shares of its common
stock. It is anticipated that each right will entitle the holder to purchase one
share of the Company's common stock at a price to be determined. The number of
rights to be issued with respect to each outstanding share on the record date is
also to be determined. The Company anticipates that the rights offering will
begin promptly after the effectiveness of the registration statement filed with
the SEC, and will continue for thirty days thereafter.
Steel Partners has agreed to purchase any shares of common stock of
the Company available under the rights offering that are not purchased by the
Company's shareholders, subject to a $5 million limit. The proceeds of the
rights offering will be used to repay the $5 million subordinated loan from
Steel Partners mentioned above. Any additional proceeds will be used for working
capital purposes.
For additional information, reference is made to the press release
attached hereto as Exhibit 99.2.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.
(c) Exhibits.
The following are filed as Exhibits to this Report:
Exhibit Number Description
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99.1 Press Release dated October 15, 2002.
99.2 Press Release dated October 15, 2002.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
SL Industries, Inc.
Date: October 16, 2002 By: /s/ Glen Kassan
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Glen Kassan
President
EXHIBIT INDEX
Exhibit Number Description
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99.1 Press Release dated October 15, 2002.
99.2 Press Release dated October 15, 2002.
SL Industries Inactive
Filed: 16 Oct 02, 12:00am