SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. 1) Filed by the Registrant / / Filed by a Party other than the Registrant/X/ Check the appropriate box: /X/ Preliminary Proxy Statement / / Confidential, For Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) / / Definitive Proxy Statement / / Definitive Additional Materials / / Soliciting Material Under Rule 14a-12 SL INDUSTRIES, INC. - -------------------------------------------------------------------------------- (Name of Registrant as Specified In Its Charter) THE RORID COMMITTEE STEEL PARTNERS II, L.P. WARREN G. LICHTENSTEIN NEWCASTLE PARTNERS, L.P. MARK E. SCHWARZ GLEN KASSAN JAMES R. HENDERSON STEVEN WOLOSKY - -------------------------------------------------------------------------------- (Name of Person(s) Filing Proxy Statement, if Other Than the Registrant) Payment of Filing Fee (Check the appropriate box): /X/ No fee required. / / Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11. (1) Title of each class of securities to which transaction applies: - -------------------------------------------------------------------------------- (2) Aggregate number of securities to which transaction applies: - --------------------------------------------------------------------------------(3) Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11: - -------------------------------------------------------------------------------- (4) Proposed maximum aggregate value of transaction: - -------------------------------------------------------------------------------- (5) Total fee paid: - -------------------------------------------------------------------------------- / / Fee paid previously with preliminary materials: - -------------------------------------------------------------------------------- / / Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the form or schedule and the date of its filing. (1) Amount Previously Paid: - -------------------------------------------------------------------------------- (2) Form, Schedule or Registration Statement No.: - -------------------------------------------------------------------------------- (3) Filing Party: - -------------------------------------------------------------------------------- (4) Date Filed: - -------------------------------------------------------------------------------- -2- PRELIMINARY COPY SUBJECT TO COMPLETION DATED DECEMBER 5, 2001 ANNUAL MEETING OF STOCKHOLDERS OF SL INDUSTRIES, INC. ------------------------- PROXY STATEMENT OF THE RORID COMMITTEE ------------------------- PLEASE MAIL THE ENCLOSED GOLD PROXY CARD The RORID Committee (the "Committee") is the second largest stockholder of SL Industries, Inc., a Delaware corporation ("SL" or the "Company"). The Committee is writing to you in connection with the election of directors to SL's Board of Directors at the annual meeting of stockholders scheduled to be held on January 22, 2002, including any adjournments or postponements thereof and any meeting which may be called in lieu thereof (the "Annual Meeting"). The Committee has nominated its slate of directors in opposition to the incumbent Board of Directors (the "SL Board"). The Committee believes that SL's historical financial and stock price performance has significantly trailed its peer group and recent actions of the SL Board have not been in the best interests of SL's stockholders. The Committee is convinced that a more thorough investigation of strategic alternatives, and a greater dedication to maximizing stockholder value, will only be achieved through the election of the Committee's slate. This proxy statement (the "Proxy Statement") and the enclosed GOLD proxy card are being furnished to stockholders of SL by the Committee in connection with the solicitation of proxies from SL's stockholders to be used at the Annual Meeting to elect the Committee's nominees, Warren G. Lichtenstein, Mark E. Schwarz, James R. Henderson, Glen Kassan and Steven Wolosky (the "Nominees") to the SL Board. As Nominees for director, Messrs. Lichtenstein, Schwarz, Henderson, Kassan and Wolosky are deemed to be participants in this proxy solicitation. As members of the soliciting group, Steel Partners II, L.P. ("Steel") and Newcastle Partners, L.P. ("Newcastle") are also deemed to be participants in the proxy solicitation. The principal executive offices of SL are located at 520 Fellowship Road, Suite A114, Mt. Laurel, New Jersey 08054. This Proxy Statement and the GOLD proxy card are first being furnished to SL's stockholders on or about December __, 2001. SL has set the record date for determining stockholders entitled to notice of and to vote at the Annual Meeting as of December 5, 2001 (the "Record Date"). Stockholders of record at the close of business on the Record Date will be entitled to one vote at the Annual Meeting for each Share (as defined herein) held on the Record Date. According to SL, as of the Record Date, there were [5,710,963] shares of common stock, $.20 par value per share (the "Shares"), outstanding and entitled to vote at the Annual Meeting. The Committee, along with all of the participants in this solicitation, are the beneficial owners of an aggregate of 850,800 Shares which represents approximately 14.9% of the Shares outstanding (based on information publicly disclosed by SL). The Committee intends to vote such Shares for the election of the Nominees. THIS SOLICITATION IS BEING MADE BY THE COMMITTEE AND NOT ON BEHALF OF THE BOARD OF DIRECTORS OR MANAGEMENT OF SL. THE COMMITTEE IS NOT AWARE OF ANY OTHER MATTERS TO BE BROUGHT BEFORE THE ANNUAL MEETING OTHER THAN THE RATIFICATION OF THE APPOINTMENT OF THE COMPANY'S AUDITORS. SHOULD OTHER MATTERS, WHICH THE COMMITTEE IS NOT AWARE OF A REASONABLE TIME BEFORE THIS SOLICITATION, BE BROUGHT BEFORE THE ANNUAL MEETING, THE PERSONS NAMED AS PROXIES IN THE ENCLOSED GOLD PROXY CARD WILL VOTE ON SUCH MATTERS IN THEIR DISCRETION. WE URGE YOU TO SIGN, DATE AND RETURN THE GOLD PROXY CARD IN FAVOR OF THE ELECTION OF OUR NOMINEES DESCRIBED IN THIS PROXY STATEMENT. IF YOU HAVE ALREADY SENT A WHITE PROXY CARD TO THE SL BOARD, YOU MAY REVOKE THAT PROXY AND VOTE AGAINST THE ELECTION OF SL'S NOMINEES BY SIGNING, DATING AND RETURNING THE ENCLOSED GOLD PROXY CARD. THE LATEST DATED PROXY IS THE ONLY ONE THAT COUNTS. ANY PROXY MAY BE REVOKED AT ANY TIME PRIOR TO THE ANNUAL MEETING BY DELIVERING A WRITTEN NOTICE OF REVOCATION OR A LATER DATED PROXY FOR THE ANNUAL MEETING TO THE COMMITTEE, C/O INNISFREE M&A INCORPORATED WHO IS ASSISTING IN THIS SOLICITATION, OR TO THE SECRETARY OF SL, OR BY VOTING IN PERSON AT THE ANNUAL MEETING. -2- IMPORTANT Your vote is important, no matter how many or how few Shares you own. The Committee urges you to sign, date, and return the enclosed GOLD proxy card today to vote FOR the election of the Nominees. The Nominees are committed, subject to their fiduciary duty to SL's stockholders, to giving all SL's stockholders the opportunity to receive the maximum value for their Shares. A vote FOR the Nominees will enable you - as the owners of SL - to send a message to SL's Board that you are committed to maximizing the value of your Shares. o If your Shares are registered in your own name, please sign and date the enclosed GOLD proxy card and return it to the Committee, c/o Innisfree M&A Incorporated, in the enclosed envelope today. o If any of your Shares are held in the name of a brokerage firm, bank, bank nominee or other institution on the Record Date, only it can vote such Shares and only upon receipt of your specific instructions. Accordingly, please contact the person responsible for your account and instruct that person to execute on your behalf the GOLD proxy card. The Committee urges you to confirm your instructions in writing to the person responsible for your account and to provide a copy of such instructions to the Committee, c/o Innisfree M&A Incorporated, who is assisting in this solicitation, at the address and telephone numbers set forth below, and on the back cover of this proxy statement, so that we may be aware of all instructions and can attempt to ensure that such instructions are followed. If you have any questions regarding your proxy, or need assistance in voting your Shares, please call: [INNISFREE M&A INCORPORATED LOGO] 501 Madison Avenue, 20th Floor New York, New York 10022 CALL TOLL FREE: (888) 750-5834 BANKERS AND BROKERS CALL COLLECT: (212) 750-5833 -3- PROPOSAL I - ELECTION OF DIRECTORS REASONS FOR THE SOLICITATION We are asking you to elect our Nominees in order to: o remove five incumbent directors whose interests, we believe, are not aligned with the interests of SL's stockholders; o take action that we believe would give stockholders the greatest return on their investment in the short term; and o elect representatives who are committed to maximizing value for all of SL's stockholders. The Committee believes that the election of the Nominees represents the best means for SL's stockholders to maximize the value of their Shares. The Committee, as the second largest stockholder of SL, has a vested interest in the maximization of the value of the Shares. WE BELIEVE THAT SL'S SHARE PRICE OVER THE PAST SEVERAL YEARS DEMONSTRATES THE BOARD'S FAILURE TO CREATE VALUE FOR ITS STOCKHOLDERS o According to information contained in management's proxy statement for the Annual Meeting (the "Management Proxy Statement"), during the period from July 31, 1995 through December 31, 2000, SL's Share price performance trailed the S&P Electrical Equipment Group index by a significant margin. o According to the Management Proxy Statement, during this period SL's Share price performance has trailed its peer group index by 201 percentage points with cumulative total returns for the S&P Electrical Equipment Group index of approximately 308% compared to cumulative total returns for SL's Shares of approximately 107%. o On December 29, 2000, the date on which SL last compared its Share price to its peer group indexes, the Share price closed at $11.44 per Share. Since then, the Share price has fluctuated, closing at a high of $14.90 per Share on February 15, 2001 and a low of $3.72 per Share on October 9, 2001, representing a stunning 67% decrease since December 29, 2000. o On December 4, 2001, the Share price closed at $7.90 per Share, well below the $14.00 levels seen in early 2001. Due to the Company's lagging Share price, the NYSE has notified the Company that it is not in compliance with the market capitalization requirements for continued listing of the Shares on the NYSE. According to the Company's Form 10-Q for the fiscal quarter ended September 30, 2001 (the "September 30 10-Q"), the Company must submit a plan to the NYSE no later than December 10, 2001 demonstrating how it intends to achieve and sustain compliance. The Committee is extremely concerned that the potential delisting of the Shares from the NYSE could adversely effect stockholders' liquidity. WE BELIEVE THAT THE SL BOARD'S RESTRUCTURING PLAN IS NOT IN THE BEST INTERESTS OF THE STOCKHOLDERS -4- On March 19, 2001, SL announced that it had engaged Credit Suisse First Boston to explore a sale of SL and solicited transaction proposals from potential purchasers. However, in a press release issued by SL on November 5, 2001, the SL Board announced that it did not believe that it was in the best interests of the stockholders to sell the entire company at that time. The SL Board further disclosed that it is in the process of negotiating the sale of two subsidiaries of SL. It is the Committee's opinion that SL should be sold in its entirety at the current time. The Committee is concerned that the potential sale of these two subsidiaries will be for substantial losses similar to previous sales of SL business units, as discussed in the September 30 10-Q, and will not maximize stockholder value for the SL stockholders in the immediate future. The Committee believes that SL's Share price has suffered as a result of continued losses, including losses from operations which have already been discontinued in the current fiscal year. o According to the September 30 10-Q, SL realized net losses of approximately $7.5 million for the nine month period ended September 30, 2001 compared to net income of approximately $2.1 million for the comparable period in 2000. o According to the September 30 10-Q, SL implemented a plan to restructure certain of its operations including (i) the closure of the engineering and sales support facility of its Condor D.C. Power Supplies subsidiary ("Condor"), (ii) the elimination of personnel at Condor's manufacturing facility in Reynosa, Mexico and Mexicali, Mexico and headquarters in Oxnard, California, (iii) the closure of Condor's manufacturing facility in Reynosa, Mexico, and (iv) the disposition of its SL Waber business. o According to the September 30 10-Q, the Company recorded losses from the Company's restructuring plan of approximately $8.2 million and $4.1 million in the second and third fiscal quarters of 2001, respectively. o According to the September 30 10-Q, the Company expects to record approximately $1.2 million in losses from the Company's restructuring plan in the fourth fiscal quarter of 2001. o It is the Committee's opinion that the SL Board's strategy to continue divesting its individual business units is too late and is not necessarily the best way to maximize stockholder value. WE ARE EXTREMELY CONCERNED WITH THE COMPANY'S ABILITY TO CONTINUE AS A GOING CONCERN o According to the September 30 10-Q, the Company has historically financed its operations and growth primarily with funds generated from operations and borrowings under its revolving credit facility. According to the September 30 10-Q, the Company has exhausted the availability of funds under its credit facility with $38.8 million of principal outstanding of the maximum $40 million available under the credit facility. o According to the September 30 10-Q, the Company has advised its banks that it was in default of the financial covenants in its credit facility at September 30, 2001, and is in discussions with its banks to amend its financial covenants. o According to the September 30 10-Q, the Company previously entered into a waiver and amendment to the credit facility after failing to comply with certain financial covenants at March 31, 2001. o According to the September 30 10-Q, the Company's independent auditors have advised the Company that failure to resolve these matters prior to the completion of their audit of the consolidated financial statements for 2001 may result in a modification of their report with respect to the Company's ability to continue as a going concern. -5- o On November 15, 2001, SL announced in a press release that the SL Board has voted to suspend the Company's regular semi-annual cash dividend, which would have been payable in November 2001. EXECUTIVE OFFICERS OF SL HAVE RECENTLY ENTERED INTO CHANGE IN CONTROL AGREEMENTS WITH SL INDICATING TO THE COMMITTEE THAT CURRENT MANAGEMENT'S INTERESTS MAY NOT BE ALIGNED WITH THE INTERESTS OF SL STOCKHOLDERS In the report of the SL Board Compensation Committee in the Management Proxy Statement, the Compensation Committee stated that it "believes that executive compensation should be linked to value delivered to shareholders" and that the Company's compensation programs have been "designed to provide a correlation between the financial success of the executive and the shareholders." On May 1, 2001, the Company entered into change in control agreements with executive officers Owen Farren, David Nuzzo and Jacob Cherian which we believe are inconsistent with the Compensation Committee philosophy. Under the agreements, each of the executive officers will be entitled to receive two times (2.99 times in the case of Mr. Farren) the average of his combined annual salary and cash bonus paid for each of the previous three full calendar years and benefits for up to 24 months (36 months in the case of Mr. Farren) in the event the executive is terminated by the Company or its successor (other than for death or disability), or the executive terminates his employment with the Company or its successor, and either termination occurs within one year following a "change in control" (as defined in the agreements), or within one year following execution by the Company of a definitive agreement contemplating a change in control that occurs, whichever is later. Based on Messrs. Farren's and Nuzzo's annual salary and cash bonus from 1998 to 2000 as disclosed in the Management Proxy Statement, they would each be entitled to a lump sum cash payment of approximately $1,157,000 and $361,000, respectively, upon a change in control, subject to the provisions of the agreements. We cannot derive an estimate of the change in control payment Mr. Cherian would be entitled to based on SL's public filings. We believe that the change in control agreements are unwarranted and a waste of corporate assets in view of SL's disastrous Share price and operating performance described above. How are these change in control agreements "linked to value delivered to shareholders"? The change in control agreements were entered into shortly after the Committee nominated its slate of directors in February 2001 to challenge the incumbent Board at the next annual meeting. Under the terms of the change in control agreements, the election of our slate to the SL Board would constitute a "change in control." We are extremely concerned that the change in control agreements were executed in order to provide golden parachutes for SL's executives rather than incentivizing them to create stockholder value and to have a chilling effect on the stockholders' rights to elect directors. WE ALSO QUESTION WHETHER THE INTERESTS OF THE SL BOARD AND MANAGEMENT ARE ALIGNED WITH THE INTERESTS OF SL STOCKHOLDERS IN VIEW OF THEIR LIMITED OWNERSHIP OF SECURITIES OF SL As the beneficial owners of an aggregate of 850,800 Shares, or 14.9% of the Shares outstanding, we have a significant investment at stake. Of these 850,800 Shares, 623,150 Shares are owned outright by Steel, of which Warren Lichtenstein is the managing member of its general partner, 10,300 Shares are owned outright by Mr. Lichtenstein, and 217,350 Shares are owned outright by Newcastle, of which Mark Schwarz is the sole general partner. Although James Henderson, Glen Kassan and Steven Wolosky do not own any Shares of SL, in agreeing to serve as Nominees they are committed to the objectives of the Committee described herein. We believe that our interests are clearly aligned with yours. We are committed to maximizing stockholder value. In contrast, as of November 30, 2001, all of the members of the SL Board and the executive officers named in the Management Proxy Statement collectively owned beneficially only 7.2% of the Shares outstanding, and collectively owned outright barely 1% of the Shares outstanding, based on the Management Proxy Statement. We believe that the lack of significant actual ownership of the Shares by the SL Board and management may contribute to the SL Board's and management's lack of commitment to maximizing the value of the Shares. Additionally, we believe that the lack of significant actual ownership of the Shares by the SL Board and management may result in actions taken by SL that are not always in the best interests of the greater majority of unaffiliated stockholders. The table set forth below which has been derived from the Management Proxy Statement contains information regarding the actual ownership of the Shares by the SL Board and management. Reference is made to Schedule II of this Proxy Statement which contains information regarding -6- beneficial ownership of the SL Board and management which has also been derived from the Management Proxy Statement. Shares Owned Percentage Shares Beneficially Percentage Name of Beneficial Owner Outright Owned(1) Owned(2) Owned(1) - ------------------------ -------- -------- -------- -------- J. Dwane Baumgardner........................ 2,000 * 62,677 * Richard E. Caruso........................... 0 * 11,881 * Jacob Cherian............................... 394 * 7,644 * Owen Farren................................. 27,334 * 254,534 4.5% Charles T. Hopkins.......................... 1,000 * 1,000 * Lames E. Morris............................. 0 * 0 * David R. Nuzzo.............................. 6,762 * 49,512 * J. Edward Odegaaard......................... 2,000 * 2,000 * Walter I. Rickard .......................... 338 * 12,669 * Robert J. Sanator........................... 8,000 * 8,000 * All Directors and Executive Officers as Group........................... 47,828 1% 409,917 7.2% - ----------------------------------------------------- * Less than one percent (1%). (1) Assuming 5,710,963 outstanding Shares, as reported in the Management Proxy Statement. (2) Includes Shares subject to immediately exercisable options as follows: Mr. Baumgardner, 60,677 Shares; Mr. Caruso, 11,881 Shares; Mr. Cherian, 7,250 Shares; Mr. Farren, 227,200 Shares; Mr. Nuzzo, 42,750 Shares; Mr. Rickard, 12,331 Shares; and all directors and executive officers as a group, 362,089 Shares. WE BELIEVE THAT THE SL BOARD MUST PROMPTLY EXPLORE OTHER ALTERNATIVES TO MAXIMIZE STOCKHOLDER VALUE INCLUDING A SALE OF THE ENTIRE COMPANY The Committee believes that the value of the Company has not been maximized by the SL Board and believes that the election of the Nominees represents the best means for stockholders to have the ability to maximize the present value of their Shares. If elected, the Nominees will, subject to their fiduciary duties, explore all available alternatives to maximize stockholder value including, but not limited to (i) selling the entire company by means of a merger, tender offer or otherwise; or (ii) divesting assets of the Company on a tax efficient basis. Additionally, if elected, the Nominees will retain a nationally recognized investment banking firm to assist in the review and implementation of the alternatives that the Nominees believe will in the immediate future maximize stockholder value for all of the Company's stockholders. Subject to their fiduciary duties, the Nominees will make their best effort to maximize stockholder value by pursuing a sale of SL. Although the Nominees would seek to sell SL to the highest bidder, the Nominees' priority would be to negotiate and consummate a transaction on the most favorable terms available to the SL stockholders. The Nominees would work to solicit bids from potential acquirors, including competitors of SL. In accordance with the Nominees' fiduciary duties to enter into a sale transaction that would have the greatest benefit to SL stockholders, bids would be carefully evaluated based on, among other things, the value of the consideration offered, the ability of the bidder to finance the bid, the quality of any non-cash consideration offered (including the financial condition of any bidder offering non-cash consideration), and the timing and likelihood of consummation of the proposed transaction -7- in light of any required financing or regulatory approvals. This process could result in the Nominees' decision to accept a proposal to acquire SL for a purchase price that is not necessarily the highest price offered. We wish to provide the stockholders, the true owners of SL, with the opportunity to elect directors that are unaffiliated with the existing Board. If all are elected, the Nominees will constitute a majority of the current eight-member Board. Your vote to elect the Nominees does not constitute a vote in favor of our value enhancing plans including pursuing a sale of SL to the highest bidder. Your vote to elect the Nominees will have the legal effect of replacing five incumbent directors with our Nominees. If the Nominees are elected to the Board and a transaction involving the sale of SL is proposed by the Board, stockholders will have an opportunity to vote on such transaction to the extent required by law. Neither we (nor to our knowledge, any other person on our behalf) has made or undertaken any analysis or reports as to whether stockholder value will be maximized as a result of this solicitation or obtained reports from consultants or other outside parties as to whether the proposals presented herein would have an effect on stockholder value. There can be no assurance that stockholder value will be maximized as a result of this solicitation or the election of the Nominees. THE NOMINEES The following information sets forth the name, business address, present principal occupation, and employment and material occupations, positions, offices, or employments for the past five years of the Nominees. This information has been furnished to the Committee by the Nominees. Where no date is given for the commencement of the indicated office or position, such office or position was assumed prior to December 1, 1996. Each person listed below is a citizen of the United States. Warren G. Lichtenstein (36) has served as the Chairman of the Board, Secretary and the Managing Member of Steel Partners, L.L.C., the general partner of Steel, since January 1, 1996. Prior to such time, Mr. Lichtenstein was the Chairman and a director of Steel Partners, Ltd., the general partner of Steel Partners Associates, L.P., which was the general partner of Steel, from 1993 until prior to January 1, 1996. Mr. Lichtenstein was the acquisition/risk arbitrage analyst at Ballantrae Partners, L.P., a private investment partnership formed to invest in risk arbitrage, special situations and undervalued companies, from 1988 to 1990. Mr. Lichtenstein has served as a director of WebFinancial Corporation, a consumer and commercial lender, since 1996 and as its President and Chief Executive Officer since December 1997. He served as a director and the Chief Executive Officer of Gateway Industries, Inc., a provider of database development and Web site design and development services, since 1994 and as the Chairman of the Board since 1995. Mr. Lichtenstein has served as a director and the President and Chief Executive Officer of CPX Corp., a company with no significant operating business, since June 1999 and as its Secretary and Treasurer since May 2001. Mr. Lichtenstein is also a director of the following publicly held companies: TAB Products Co., a document management company; Tandycrafts, Inc., a manufacturer of picture frames and framed art; Puroflow Incorporated, a designer and manufacturer of precision filtration devices; ECC International Corp., a manufacturer and marketer of computer-controlled simulators for training personnel to perform maintenance and operator procedures on military weapons; United Industrial Corporation, a designer and producer of defense, training, transportation and energy systems; and US Diagnostic Inc., an operator of outpatient medical diagnostic imaging and related facilities. He is a former director of Saratoga Beverage Group, Inc., a beverage manufacturer and distributor, Alpha Technologies, Inc., an electronics components manufacturer, Tech-Sym Corporation, an electronics engineering and manufacturing company, and PLM International, Inc., an equipment leasing company. He also served as a director of SL from 1993 to 1997. Mr. Lichtenstein served as Chairman of the Board of Aydin Corporation, a provider of products and systems for the acquisition and distribution of information over electronic communications media, from October 5, 1998 until its sale to L-3 Communications Corporation ("L-3") in April 1999 at a price of $13.50 per share, which represents a premium of approximately 39% over the reported closing price of $9.69 per share the day preceding the announced transaction with L-3. As of the date hereof, Mr. Lichtenstein beneficially owned 633,450 Shares, including 623,150 Shares owned by Steel. The business address of Mr. Lichtenstein is c/o Steel Partners II, L.P., 150 E. 52nd Street, 21st Floor, New York, New York 10022. For information regarding Mr. Lichtenstein's purchases and sales of Shares during the past two years, see Schedule I. -8- Mark E. Schwarz (41) has served as the sole general partner of Newcastle, a private investment firm, since 1993. Mr. Schwarz was also Vice President and Manager of Sandera Capital, L.L.C., a private investment firm affiliated with Hunt Financial Group, L.L.C., a Dallas-based investment firm associated with the Lamar Hunt family ("Hunt"), from 1995 to September 1999 and a securities analyst and portfolio Manager for SCM Advisors, L.L.C., formerly a Hunt-affiliated registered investment advisor, from May 1993 to 1996. Mr. Schwarz currently serves as a director of the following companies: WebFinancial Corporation, a commercial and consumer lender; Nashua Corporation, a specialty paper, label and printing supplies manufacturer; Bell Industries, Inc., a computer systems integrator; and Tandycrafts, Inc., a manufacturer of picture frames and framed art. Mr. Schwarz has also served as Chairman of the Board of Directors of Hallmark Financial Services, Inc., a property-and-casualty insurance holding company, since October 2001. From October 1998 through April 1999, Mr. Schwarz served as a director of Aydin Corporation, a defense-electronics manufacturer. As of the date hereof, Mr. Schwarz beneficially owned an aggregate of 217,350 Shares, all of which were owned directly by Newcastle. The business address of Mr. Schwarz is c/o Newcastle Partners, L.P., 200 Crescent Court, Suite 670, Dallas, Texas 75201. For information regarding Mr. Schwarz's purchases and sales of Shares during the past two years, see Schedule I. James R. Henderson (42) has served as a Vice President of Steel Partners, L.L.C. since August 1999. He has also served as Vice President of Operations of WebFinancial Corporation, a commercial and consumer lender, since September 2001. From 1996 to July 1999, Mr. Henderson was employed in various positions with Aydin Corporation, a defense-electronics manufacturer, which included a tenure as president and Chief Operating Officer from October 1998 to June 1999. Prior to his employment with Aydin Corporation, Mr. Henderson was employed as an executive with UNISYS Corporation, an e-business solutions provider. Mr. Henderson is a director of ECC International Corp., a manufacturer and marketer of computer-controlled simulators for training personnel to perform maintenance and operator procedures on military weapons. As of the date hereof, Mr. Henderson did not beneficially own any Shares. Mr. Henderson has not purchased or sold any Shares during the past two years. The business address of Mr. Henderson is c/o Steel Partners II, L.P., 150 East 52nd Street, 21st Floor, New York, New York 10022. Glen Kassan (58) has served as Executive Vice President of Steel Partners Services, Ltd., a management and advisory company, since June 2001 and Vice President since October 1999. Steel Partners Services, Ltd. provides management services to Steel. Mr. Kassan has served as Vice President, Chief Financial Officer and Secretary of Gateway Industries, Inc., a provider of database development and Web site design and development services, since June 2000. He has also served as Vice President, Chief Financial Officer and Secretary of WebFinancial Corporation, a commercial and consumer lender, since June 2000. From 1997 to 1998, Mr. Kassan served as Chairman and Chief Executive Officer of Long Term Care Services, Inc., a privately owned healthcare services company which Mr. Kassan co-founded in 1994 and initially served as Vice Chairman and Chief Financial Officer. Mr. Kassan is currently a director of Tandycrafts, Inc., a manufacturer of picture frames and framed art, Puroflow Incorporated, a designer and manufacturer of precision filtration devices, and the Chairman of the Board of US Diagnostic Inc., an operator of outpatient diagnostic imaging. As of the date hereof, Mr. Kassan did not beneficially own any Shares. Mr. Kassan has not purchased or sold any Shares during the past two years. The business address of Mr. Kassan is c/o Steel Partners II, L.P., 150 East 52nd Street, 21st Floor, New York, New York 10022. Steven Wolosky (46) has been a partner of Olshan Grundman Frome Rosenzweig & Wolosky LLP, counsel to Steel, for more than five years. Mr. Wolosky is also Assistant Secretary of WHX Corporation, a NYSE listed holding company and a director of CPX Corp., a company with no significant operating business. As of the date hereof, Mr. Wolosky did not beneficially own any Shares. Mr. Wolosky has not purchased or sold any Shares during the past two years. The business address of Mr. Wolosky is c/o Olshan Grundman Frome Rosenzweig & Wolosky LLP, 505 Park Avenue, New York, New York 10022. The Nominees will not receive any compensation from the Committee for their services as directors of SL. On February 15, 2001, Steel, Newcastle and the Nominees (collectively, the "Group") entered into a Joint Filing Agreement (the "Joint Filing Agreement") in which, among other things, (i) they agreed to the joint filing on behalf of each of them of statements on Schedule 13D with respect to Shares of SL, (ii) they agreed to form the Committee for the purpose of soliciting proxies or written consents for the election of the Nominees, or any other person(s) nominated by Steel, to the SL Board at the next annual meeting of stockholders, and (iii) Steel agreed to bear all -9- expenses incurred in connection with the Group's activities, including approved expenses incurred by any of the parties in the solicitation of proxies or written consents by the Committee. Other than as stated above, there are no arrangements or understandings between the Committee and each Nominee or any other person or persons pursuant to which the nominations described herein are to be made, other than the consent by each of the Nominees to serve as a director of SL if elected as such at the Annual Meeting. The Nominees have not been convicted in any criminal proceedings (excluding traffic violations or similar misdemeanors) over the past ten years. Except as provided for under "Legal Proceedings" herein, none of the Nominees is a party adverse to SL or any of its subsidiaries or has a material interest adverse to SL or any of its subsidiaries in any material pending legal proceedings. The Committee does not expect that the Nominees will be unable to stand for election, but, in the event that such persons are unable to serve or for good cause will not serve, the Shares represented by the enclosed GOLD proxy card will be voted for alternate nominees. In addition, the Committee reserves the right to nominate substitute or additional persons if SL makes or announces any changes to its Bylaws, including increasing the size of the Board, or takes or announces any other action that has, or if consummated would have, the effect of disqualifying the Nominees. In any such case, Shares represented by the enclosed GOLD proxy card will be voted for such substitute or additional nominees. YOU ARE URGED TO VOTE FOR THE ELECTION OF THE NOMINEES ON THE ENCLOSED GOLD PROXY CARD. PROPOSAL 2 - APPOINTMENT OF INDEPENDENT AUDITORS The Committee has no objection to the ratification of the appointment of Arthur Andersen LLP as independent accountants for SL for the fiscal year ending December 31, 2002. Please see the Management Proxy Statement for a description of this proposal. VOTING AND PROXY PROCEDURES Only stockholders of record on the Record Date will be entitled to notice of and to vote at the Annual Meeting. Each Share is entitled to one vote. Stockholders who sell Shares before the Record Date (or acquire them without voting rights after the Record Date) may not vote such Shares. Stockholders of record on the Record Date will retain their voting rights in connection with the Annual Meeting even if they sell such Shares after the Record Date. Based on publicly available information, the Committee believes that the only outstanding class of securities of SL entitled to vote at the Annual Meeting are the Shares. Shares represented by properly executed GOLD proxy cards will be voted at the Annual Meeting as marked and, in the absence of specific instructions, will be voted FOR the election of the Nominees to the Board, and in the discretion of the persons named as proxies on all other matters as may properly come before the Annual Meeting. Directors are elected by a plurality of the votes cast (assuming a quorum is present). An abstention from voting will be tabulated as a vote withheld on the election and will be included in computing the number of Shares present for purposes of determining the presence of a quorum, but will not be considered in determining whether each of the nominees has received a plurality of the votes cast at the Annual Meeting. Proxies relating to "street name" Shares that are voted by brokers only on some of the proposals will nevertheless be treated as present for purposes of determining the presence of a quorum on all matters but will not be entitled to vote on any proposal which the broker does not have discretionary voting power and has not received instructions from the beneficial owner ("broker non-votes"). Directors are elected by a plurality of the votes cast and the nominees who receive the most votes will be elected. We are asking you to elect our five Nominees who, if elected, will constitute a majority of the eight-member Board. The enclosed GOLD proxy card may only be voted for our five Nominees and does not confer voting power with respect to the remaining three directorships. -10- Stockholders of SL may revoke their proxies at any time prior to exercise by attending the Annual Meeting and voting in person (although attendance at the Annual Meeting will not in and of itself constitute revocation of a proxy) or by delivering a written notice of revocation. The delivery of a subsequently dated proxy which is properly completed will constitute a revocation of any earlier proxy. The revocation may be delivered either to the Committee in care of Innisfree M&A Incorporated at the address set forth on the back cover of this Proxy Statement or to SL at 520 Fellowship Road, Suite A114, Mt. Laurel, New Jersey 08054 or any other address provided by SL. Although a revocation is effective if delivered to SL, the Committee requests that either the original or photostatic copies of all revocations be mailed to the Committee in care of Innisfree M&A Incorporated at the address set forth on the back cover of this Proxy Statement so that the Committee will be aware of all revocations and can more accurately determine if and when proxies have been received from the holders of record on the Record Date of a majority of the outstanding Shares. IF YOU WISH TO VOTE FOR THE ELECTION OF THE NOMINEES TO THE SL BOARD, PLEASE SIGN, DATE AND RETURN PROMPTLY THE ENCLOSED GOLD PROXY CARD IN THE POSTAGE-PAID ENVELOPE PROVIDED. SOLICITATION OF PROXIES The solicitation of proxies pursuant to this Proxy Statement is being made by the Committee. Proxies may be solicited by mail, facsimile, telephone, telegraph, in person and by advertisements. The Committee has entered into an agreement with Innisfree M&A Incorporated for solicitation and advisory services in connection with this solicitation, for which Innisfree M&A Incorporated will receive a fee not to exceed $[50,000], together with reimbursement for its reasonable out-of-pocket expenses, and will be indemnified against certain liabilities and expenses, including certain liabilities under the federal securities laws. Innisfree M&A Incorporated will solicit proxies from individuals, brokers, banks, bank nominees and other institutional holders. The Committee has requested banks, brokerage houses and other custodians, nominees and fiduciaries to forward all solicitation materials to the beneficial owners of the Shares they hold of record. The Committee will reimburse these record holders for their reasonable out-of-pocket expenses in so doing. It is anticipated that Innisfree M&A Incorporated will employ approximately [25] persons to solicit SL's stockholders for the Annual Meeting. The entire expense of soliciting proxies is being borne by the Committee. If the Nominees are elected to the SL Board, the Committee intends to seek reimbursement of the costs of this solicitation from SL. Unless otherwise required by law, the Committee does not currently intend to submit the question of reimbursement of the costs of this solicitation to a stockholder vote. Costs of this solicitation of proxies are currently estimated to be approximately $[25,000]. The Committee estimates that through the date hereof, its expenses in connection with this solicitation are approximately $[0]. PARTICIPANT INFORMATION The general partner of Steel is Steel Partners, L.L.C. ("Steel LLC"), a Delaware limited liability company. The principal business of Steel is investing in the securities of small-cap companies. The principal business address of Steel and Steel LLC is 150 East 52nd Street, 21st Floor, New York, New York 10022. Warren G. Lichtenstein is Chairman of the Board, Secretary and the Managing Member of Steel LLC. James Henderson is a Vice President of Steel LLC. Glen Kassan is a Vice President of Steel Partners Services, Ltd., an affiliate of Steel. As of the date hereof, Steel is the beneficial owner of 623,150 Shares. Steel LLC does not beneficially own any Shares on the date hereof, except by virtue of its role in Steel. For information regarding purchases and sales of Shares during the past two years by Steel, see Schedule I. Newcastle is a Texas limited partnership. The principal business of Newcastle is the purchase, sale, exchange, acquisition and holding of investment securities. The principal business address of Newcastle is 200 Crescent Court, Suite 670, Dallas, Texas 75201. Mark E. Schwarz is the sole general partner of Newcastle. As of the date hereof, Newcastle is the beneficial owner of 217,350 Shares. For information regarding the purchases and sales of Shares during the past two years by Newcastle, see Schedule I. -11- The Board of Directors of SL has a single class of directors. At each annual meeting of stockholders, the directors are elected to a one-year term. The Nominees, if elected, would serve as directors until the next annual meeting of stockholders and until the due election and qualification of their successors. The Committee has no reason to believe any of the Nominees will be disqualified or unable or unwilling to serve if elected. LEGAL PROCEEDINGS On October 23, 2001, Steel filed an action in the Superior Court of New Jersey Chancery Division, Morris County, to compel SL to hold its annual meeting of stockholders on December 19, 2001. Section 14A:5-2 of the New Jersey Business Corporation Act permits the Superior Court to compel an annual meeting of stockholders upon application of any stockholder if there is a failure to hold an annual meeting of stockholders for a period of 13 months after the corporation's last annual meeting. Steel believes that SL has not held an annual meeting of stockholders since November 9, 1999. On November 9, 2001, Steel and SL stipulated that an annual meeting of stockholders of SL will be convened on January 22, 2002 at which time only the following matters will be voted upon by the stockholders: (i) the election of no more than eight (8) directors; (ii) the ratification of the appointment of an accounting firm; and (iii) such other matters which properly may come before the meeting. None of the Nominees are otherwise adverse to SL or any of its subsidiaries in any material pending legal proceedings. CERTAIN TRANSACTIONS BETWEEN THE COMMITTEE AND SL Except as set forth in this Proxy Statement (including the Schedules hereto), neither the Committee nor any of the other participants in this solicitation, or any of their respective associates: (i) directly or indirectly beneficially owns any Shares or any securities of SL; (ii) has had any relationship with SL in any capacity other than as a stockholder, or is or has been a party to any transactions, or series of similar transactions, or was indebted to SL during the past year with respect to any Shares of SL; or (iii) knows of any transactions during the past year, currently proposed transactions, or series of similar transactions, to which SL or any of its subsidiaries was or is to be a party, in which the amount involved exceeds $60,000 and in which any of them or their respective affiliates had, or will have, a direct or indirect material interest. In addition, other than as set forth herein, there are no contracts, arrangements or understandings entered into by the Committee or any other participant in this solicitation or any of their respective associates within the past year with any person with respect to any of SL's securities, including, but not limited to, joint ventures, loan or option arrangements, puts or calls, guarantees against loss or guarantees of profit, division of losses or profits, or the giving or withholding of proxies. Except as set forth in this Proxy Statement (including the Schedules hereto), neither the Committee nor any of the other participants in this solicitation, or any of their respective associates, has entered into any agreement or understanding with any person with respect to (i) any future employment by SL or its affiliates or (ii) any future transactions to which SL or any of its affiliates will or may be a party. However, the Committee has reviewed, and will continue to review, on the basis of publicly available information, various possible business strategies that it might consider in the event that the Nominees are elected to the Board. OTHER MATTERS AND ADDITIONAL INFORMATION The Committee is unaware of any other matters to be considered at the Annual Meeting other than the ratification of the appointment of the Company's auditors. However, should other matters, which the Committee is not aware of a reasonable time before this solicitation, be brought before the Annual Meeting, the persons named as proxies on the enclosed GOLD proxy card will vote on such matters in their discretion. -12- The information concerning SL contained in this Proxy Statement and the Schedules attached hereto has been taken from, or is based upon, publicly available information. THE RORID COMMITTEE December __, 2001 -13- SCHEDULE I ---------- TRANSACTIONS IN THE SHARES DURING THE PAST TWO YEARS ---------------------------------------------------- Shares of Common Stock Price Per Date of Purchased Share Purchase --------- ----- -------- STEEL PARTNERS II, L.P. ----------------------- 4,000 $10.73250 10/06/00 500 $10.79000 10/12/00 16,000 $10.78090 10/17/00 18,400 $10.08230 10/18/00 9,200 $10.80000 10/25/00 2,000 $10.55000 11/22/00 1,500 $11.00830 11/27/00 100 $10.95000 11/30/00 7,500 $10.82080 12/04/00 9,800 $10.99900 12/05/00 2,000 $11.05000 12/06/00 200 $10.86250 12/11/00 6,000 $10.85440 12/12/00 4,700 $10.76010 12/13/00 2,600 $10.71590 12/14/00 1,000 $10.98750 12/15/00 500 $10.86250 12/18/00 700 $10.98750 12/20/00 1,500 $10.34170 12/22/00 5,100 $10.67500 12/26/00 3,500 $11.22860 12/28/00 2,500 $11.45000 12/29/00 18,300 $11.10460 01/04/01 1,800 $11.05000 01/05/01 3,500 $10.92500 01/08/01 -14- 200 $10.80000 01/11/01 500 $11.05000 01/18/01 2,500 $11.28750 01/22/01 15,600 $11.30000 01/23/01 6,500 $11.75460 02/02/01 17,000 $5.70820 09/28/01 10,000 $4.99000 10/08/01 30,000 $3.78000 10/09/01 26,150 $4.61720 10/11/01 2,500 $5.10200 10/12/01 33,500 $4.99990 10/19/01 1,000 $5.03000 10/22/01 NEWCASTLE PARTNERS, L.P. ------------------------ 10,000 $10.8725 02/04/00 5,000 $10.6750 02/09/00 4,700 $10.5600 02/11/00 10,000 $10.5600 02/11/00 300 $10.5600 02/14/00 9,000 $10.4944 02/14/00 4,000 $10.4350 02/16/00 800 $10.4350 02/17/00 200 $10.4350 02/18/00 3,000 $10.1750 03/13/00 15,000 $10.1333 03/14/00 2,700 $9.9250 03/15/00 3,000 $9.9250 03/17/00 1,000 $9.9250 03/20/00 10,000 $9.9875 03/28/00 5,000 $9.7375 04/11/00 6,500 $9.8625 04/14/00 -15- 4,000 $9.5188 05/11/00 2,000 $9.4250 05/12/00 3,000 $9.4250 05/15/00 2,000 $9.8000 06/26/00 2,000 $9.8000 07/03/00 2,000 $9.4875 07/05/00 3,000 $9.4667 07/07/00 4,000 $10.4250 12/22/00 4,000 $11.4100 06/01/01 500 $11.4000 06/04/01 100 $11.4000 06/05/01 300 $11.4000 06/06/01 1,000 $11.4000 06/07/01 1,000 $11.4000 06/08/01 900 $11.4000 06/11/01 1,200 $11.4100 06/15/01 6,000 $7.4363 07/30/01 10,000 $7.5500 08/01/01 2,000 $7.5000 08/01/01 10,000 $7.6000 08/06/01 5,000 $7.7410 09/17/01 26,150 $4.6178 10/11/01 2,500 $5.1080 10/12/01 33,500 $5.0003 10/19/01 1,000 $5.0450 10/22/01 -16- WARREN G. LICHTENSTEIN ---------------------- NONE(1) MARK E. SCHWARZ --------------- NONE(2) JAMES R. HENDERSON ------------------ NONE GLEN KASSAN ----------- NONE STEVEN WOLOSKY -------------- NONE -------- (1) By virtue of his position with Steel Partners II, L.P., Mr. Lichtenstein has the power to vote and dispose of SL's Shares owned by Steel Partners II, L.P. Accordingly, Mr. Lichtenstein is considered the beneficial owner of the Shares of SL owned by Steel Partners II, L.P. (2) By virtue of his position with Newcastle Partners, L.P., Mr. Schwarz has the power to vote and dispose of SL's Shares owned by Newcastle Partners, L.P. Accordingly, Mr. Schwarz is considered the beneficial owner of the Shares of SL owned by Newcastle Partners, L.P. -17- SCHEDULE II ----------- SECURITY OWNERSHIP OF PRINCIPAL STOCKHOLDERS AND MANAGEMENT ----------------------------------------------------------- THE FOLLOWING IS BASED SOLELY ON INFORMATION PROVIDED IN THE MANAGEMENT PROXY STATEMENT: The following table sets forth certain information regarding ownership of the shares, as of November 30, 2001 (except as otherwise noted), by: (i) each person or entity (including such person's or entity's address) who is known by SL to own beneficially more than five percent of the Company's shares, (ii) each of the Company's Directors and nominees for Director who beneficially owns shares, (iii) each Named Executive Officer and current executive officer who beneficially owns shares, and (iv) all executive officers and Directors as a group. The information presented in the table is based upon the most recent filings with the Securities and Exchange Commission by such persons or upon information otherwise provided by such persons to SL. The address of each person who is an officer or director of SL is 520 Fellowship Road, Suite A-114, Mt. Laurel, NJ 08054. Number of Shares Beneficially Name of Beneficial Owner Owned(1) Percentage Owned - ------------------------ -------- ---------------- Dimensional Fund Advisors, Inc. 1299 Ocean Avenue 11th Floor Santa Monica, CA 90401.................... 296,400(2) 5.2% The Gabelli Funds One Corporate Center Rye, NY 10580-1435........................ 1,400,720(3) 24.5% Oaktree Capital Management, LLC 333 South Grand Avenue 28th Floor Los Angeles, CA 90071..................... 525,000(4) 9.2% Steel Partners II, L.P. 150 E. 52nd Street 21st Floor New York, NY 10022........................ 850,800(5) 14.9% J. Dwane Baumgardner...................... 62,677(6) * Richard E. Caruso......................... 11,881(7) * Jacob Cherian............................. 7,644(8) * Owen Farren............................... 254,534(9) 4.5% Charles T. Hopkins........................ 1,000 * James E. Morris........................... 0(10) * David R. Nuzzo............................ 49,512(11) * J. Edward Odegaard....................... 2,000(12) * Walter I. Rickard ........................ 12,669(13) * Robert J. Sanator......................... 8,000 * -18- All Directors and Executive Officers as a Group... 409,917(14) 7.2% - --------------------------------------------------------------- * Less than one percent (1%). (1) Beneficial ownership is based on 5,710,963 outstanding shares of Common Stock as of November 30, 2001. Under applicable rules promulgated under the Securities and Exchange Act of 1934, as amended, a person is deemed to be the beneficial owner of shares of Common Stock if, among other things, he or she directly or indirectly has or shares voting power or investment power with respect to such shares. A person is also considered to beneficially own shares of Common Stock which he or she does not actually own but has the right to acquire presently or within the next 60 days, by exercise of stock options or otherwise. (2) Based upon a Schedule 13F-HR dated September 30, 2001, filed with the Securities and Exchange Commission by Dimensional Fund Advisors Inc. ("Dimensional"). Dimensional, a registered investment advisor, is deemed to have beneficial ownership of 296,400 shares, all of which shares are held in portfolios of DFA Investment Dimensions Group Inc., a registered open-end investment company, or in series of the DFA Investment Trust Company, a Delaware business trust, or the DFA Group Trust and DFA Participation Group Trust, investment vehicles for qualified employee benefit plans, all of which Dimensional serves as investment manager. Dimensional disclaims beneficial ownership of all such shares. (3) Based upon a Schedule 13D/A Amendment No. 17 dated November 15, 2001, filed with the Securities and Exchange Commission by Gabelli Funds LLC ("Gabelli Funds"). Gabelli Group Capital Partners, Inc. ("Gabelli Partners") makes investments for its own account and is the parent company of Gabelli Asset Management Inc. ("GAMI"). Mario J. Gabelli is the Chairman of the Board of Directors, Chief Executive Officer and majority shareholder of Gabelli Partners. GAMI, a public company listed on the New York Stock Exchange, is the parent company of a variety of companies engaged in the securities business, including (i) GAMCO Investors, Inc. ("GAMCO"), a wholly-owned subsidiary of GAMI, an investment adviser registered under the Investment Advisers Act of 1940, as amended ("Advisers Act"), which provides discretionary managed account services for employee benefit plans, private investors, endowments, foundations and others; (ii) Gabelli Advisers, Inc. ("Gabelli Advisers"), a subsidiary of GAMI, which provides discretionary advisory services to The Gabelli Westwood Mighty Mitessm Fund; (iii) Gabelli Performance Partnership L.P. ("GPP"), a limited partnership whose primary business purpose is investing in securities (Mario J. Gabelli is the general partner and a portfolio manager for GPP); (iv) Gabelli International Limited ("GIL"), a corporation whose primary business purpose is investing in a portfolio of equity securities and securities convertible into, or exchangeable for, equity securities offered primarily to persons who are neither citizens nor residents of the United States; and (v) Gabelli Funds, LLC, an investment adviser registered under the Advisers Act which presently provides discretionary managed account services for various registered investment companies. Includes the following shares deemed to be owned beneficially by the following affiliates (the "Gabelli Affiliates"): 75,000 shares held by GAMCO; 1,070,720 shares held by GIL; 25,000 shares held by Gabelli Foundation, Inc. ("Foundation"), a private foundation; 1,000 shares held by Mario J. Gabelli; 60,000 shares held by Gabelli Advisers; and 107,000 shares held by GPP. Each of the Gabelli Affiliates claims sole voting and dispositive power over the shares held by it. The foregoing persons do not admit to constituting a group within the meaning of Section 13(d) of the Securities Exchange Act. Mario J. Gabelli is the Chief Investment Officer of each of the Gabelli Affiliates; the majority stockholder and Chairman of the Board of Directors and Chief Executive Officer of Gabelli Partners and GAMI; the President, a Trustee and the Investment Manager of the Foundation; and the portfolio manager for GPP. The general partner of GPP is MJG Associates, Inc., the sole shareholder, director and employee of which is Mario J. Gabelli. GAMCO , Gabelli Advisors, and Gabelli Funds, each has its principal business office at One Corporate Center, Rye, New York 10580. GPP has its principal business office at 401 Theodore Fremd Ave., Rye, New York 10580. GIL has its principal business office at c/o Fortis Fund Services (Cayman) Limited, Grand -19- Pavillion, Commercial Centre, 802 West Bay Road, Grand Cayman, British West Indies. The Foundation has its principal offices at 165 West Liberty Street, Reno, Nevada 89501. (4) Based upon a Schedule 13F-HR dated June 30, 2001, filed with the Securities and Exchange Commission by Oaktree Capital Management, LLC, a California limited liability company ("Oaktree"). Oaktree is deemed to have beneficial ownership of 525,000 . The principal business of Oaktree is providing investment advice and management services to institutional and individual investors. Oaktree's General Partner is OCM Principal Opportunities Fund, L.P., a Delaware limited partnership. (5) Consists of 623,150 shares owned directly by Steel Partners II, L.P., ("Steel Partners II"), 10,300 shares owned by Warren G. Lichtenstein, Chief Executive Officer of Steel Partners, L.L.C., which is the general partner of Steel Partners II, and 217,350 shares owned by Newcastle Partners, L.P. which has entered into a voting agreement with Steel Partners II. (6) Includes 60,677 shares which Mr. Baumgardner has the right to acquire at any time upon exercise of stock options. (7) Includes 11,881 shares, which Mr. Caruso has the right to acquire at any time upon exercise of stock options. (8) Includes 394 shares beneficially owned by Mr. Cherian as a participant in the Company's Savings & Pension Plan and 7,250 shares which Mr. Cherian has the right to acquire at any time upon exercise of stock options. (9) Includes 69 shares owned jointly by Mr. Farren and his wife, who share voting and investment power, 6,200 shares held in an IRA for Mr. Farren, 21,065 shares beneficially owned as a participant in the Company's Savings and Pension Plan, and 227,200 shares which Mr. Farren has the right to acquire, at any time, upon the exercise of stock options. (10) Mr. Morris resigned as an executive officer on December 31, 2000. (11) Includes 2,263 shares beneficially owned by Mr. Nuzzo as a participant in the Company's Savings and Pension Plan, and 42,750 shares which Mr. Nuzzo has the right to acquire at any time upon exercise of stock options. (12) Shares owned jointly by Mr. Odegaard and his wife, who share voting and investment power. (13) Includes 12,331 shares which Mr. Rickard has the right to acquire at any time upon exercise of stock options. (14) Includes 362,089 shares issuable upon exercise of options. -20- IMPORTANT Tell your Board what you think! Your vote is important. No matter how many Shares you own, please give Steel your proxy FOR the election of the Nominees by taking three steps: 1. SIGNING the enclosed GOLD proxy card, 2. DATING the enclosed GOLD proxy card, and 3. MAILING the enclosed GOLD proxy card TODAY in the envelope provided (no postage is required if mailed in the United States). If any of your Shares are held in the name of a brokerage firm, bank, bank nominee or other institution, only it can vote such Shares and only upon receipt of your specific instructions. Accordingly, please contact the person responsible for your account and instruct that person to execute the GOLD proxy card representing your Shares. The Committee urges you to confirm in writing your instructions to the Committee in care of Innisfree M&A Incorporated at the address provided below so that the Committee will be aware of all instructions given and can attempt to ensure that such instructions are followed. If you have any questions or require any additional information concerning this Proxy Statement, please contact Innisfree M&A Incorporated at the address set forth below. [INNISFREE M&A INCORPORATED LOGO] 501 Madison Avenue, 20th Floor New York, New York 10022 CALL TOLL FREE: (888) 750-5834 BANKERS AND BROKERS CALL COLLECT: (212) 750-5833 -21- PRELIMINARY COPY SUBJECT TO COMPLETION DATED DECEMBER 5, 2001 SL INDUSTRIES, INC. ANNUAL MEETING OF STOCKHOLDERS THIS PROXY IS SOLICITED ON BEHALF OF THE RORID COMMITTEE The undersigned appoints Warren G. Lichtenstein and Mark E. Schwarz and each of them, attorneys and agents with full power of substitution to vote all shares of common stock of SL Industries, Inc. (the "Company") which the undersigned would be entitled to vote if personally present at the Annual Meeting of Stockholders of the Company, and including at any adjournments or postponements thereof and at any meeting called in lieu thereof, as follows: 1. ELECTION OF DIRECTORS: A TOTAL OF EIGHT DIRECTORS WILL BE ELECTED AT THE ANNUAL MEETING OF STOCKHOLDERS OF THE COMPANY. THIS PROXY CAN ONLY BE VOTED FOR UP TO FIVE OF THE EIGHT DIRECTORS BEING ELECTED AT THE ANNUAL MEETING. ACCORDINGLY, THIS PROXY DOES NOT CONFER FULL VOTING POWER WITH RESPECT TO THE THREE REMAINING DIRECTORSHIPS. FOR WITHHOLD FOR ALL ALL ALL Except nominee(s) written below Nominees: Warren Lichtenstein, Mark Schwarz, James Henderson, Glen Kassan, [ ] [ ] [ ] and Steven Wolosky _____________________ _____________________ _____________________ _____________________ 2. RATIFICATION OF APPOINTMENT FOR AGAINST ABSTAIN OF INDEPENDENT AUDITORS: [ ] [ ] [ ] 3. In their discretion with respect to any other matters as may properly come before the Annual Meeting. The undersigned hereby revokes any other proxy or proxies heretofore given to vote or act with respect to the shares of Common Stock of the Company held by the undersigned, and hereby ratifies and confirms all action the herein named attorneys and proxies, their substitutes, or any of them may lawfully take by virtue hereof. If properly executed, this proxy will be voted as directed above. IF NO DIRECTION IS INDICATED WITH RESPECT TO THE ABOVE PROPOSAL, THIS PROXY WILL BE VOTED FOR THE ELECTION OF THE NOMINEES, OR ANY SUBSTITUTIONS OR ADDITIONS THERETO. This proxy will be valid until the sooner of one year from the date indicated below and the completion of the Annual Meeting. DATED: _________________________________, 2001. PLEASE SIGN EXACTLY AS NAME APPEARS ON THIS PROXY. _______________________________________________________ (Signature) ------------------------------------------------------- (Signature, if held jointly) ------------------------------------------------------- (Title) WHEN SHARES ARE HELD JOINTLY, JOINT OWNERS SHOULD EACH SIGN. EXECUTORS, ADMINISTRATORS, TRUSTEES, ETC., SHOULD INDICATE THE CAPACITY IN WHICH SIGNING. IMPORTANT: PLEASE SIGN, DATE AND MAIL THIS PROXY CARD PROMPTLY!
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PRRN14A Filing
Steel Partners Ii Inactive PRRN14ARevised preliminary proxy statement filed by non-management
Filed: 6 Dec 01, 12:00am