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. ) Filed by the Registrant / / Filed by a Party other than the Registrant /X/ Check the appropriate box: / / Preliminary Proxy Statement / / Confidential, For Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) / / Definitive Proxy Statement /X/ 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- An Important Message to Stockholders from The RORID Committee (RESPONSIBLE OWNERS REPLACING INCUMBENT DIRECTORS) - - - - - Dear Fellow Stockholders: We are the owners of 850,800 shares of SL Industries, Inc. ("SL"). We believe that the full value of our investment will never be realized under the leadership of the existing Board and management. We are offering stockholders the opportunity to vote for a slate of nominees committed to maximizing the value of SL for all stockholders, as described in our proxy statement, at the annual meeting of stockholders scheduled to be held on January 22, 2002. WE BELIEVE THAT INCUMBENT DIRECTORS OF SL HAVE AN UNACCEPTABLE MANAGEMENT RECORD, AS EVIDENCED BY THE FOLLOWING: o Following the fiscal year ended July 31, 1999, the Board changed SL's fiscal year-end from July 31 to December 31. We question whether this change in fiscal year served any business purpose, or if it served to obfuscate financial reporting and confuse the comparisons of SL's financial performance with prior periods by creating a 5-month "stub" period. o Since the beginning of the 5-month "stub" period, SL has reported a staggering $18.6 million in restructuring charges through the quarter ended September 30, 2001. Additional restructuring charges of $1.2 million are projected for the quarter ending December 31, 2001, for a total of $19.8 million in charges. The $19.8 million in charges exceeds total cumulative net profits reported by SL since July 31, 1990. o CEO Owen Farren stated in SL's 1999 annual report that "we believe that SL Industries' common stock represents an outstanding investment opportunity." Since then, SL's share price dropped from $12.75 to recent prices of around $6 - a decline of over 50%. WE BELIEVE THAT THE INCUMBENT DIRECTORS HAVE AN UNACCEPTABLE CORPORATE GOVERNANCE RECORD, AS EVIDENCED BY THE FOLLOWING: o Prior to the Annual Meeting scheduled to be held on January 22, 2002, the incumbent directors had not scheduled an annual meeting of stockholders for close to two years. We question whether this annual meeting was only scheduled as a result of our legal action against SL, and why no meeting had been held in the past two years in violation of New Jersey law, New York Stock Exchange rules and standard corporate practice. o In 1997, the Board eliminated cumulative voting for the election of directors. Cumulative voting is a mechanism which can allow minority stockholders to elect one or more directors. We believe the elimination of cumulative voting had the effect of reducing minority stockholder rights. WE BELIEVE THAT THE INCUMBENT DIRECTORS HAVE NOT PROVIDED AN ADEQUATE LEVEL OF CORPORATE OVERSIGHT, AS EVIDENCED BY THE FOLLOWING: The Board of Directors of a public company is charged with overseeing the management of the company on behalf of the stockholders. Yet despite SL's significant losses, the SL Board has recently awarded management lucrative "golden parachutes." What were the compelling business reasons for awarding "golden parachutes" to management of a company with results as poor as SL? o Since we announced that we would challenge SL's incumbent directors with our slate of nominees, certain SL executives entered into "change in control" agreements with SL under which they would be entitled to significant payments (over $1.1 million in the case of CEO Owen Farren and over $360,000 in the case of Vice President David Nuzzo) and other benefits if the executives are terminated following a change in control of SL. We believe that the change in control agreements are unwarranted and a waste of corporate assets in view of SL's stock price and operating performance, as described in our proxy statement. o Management has spent over $30 million in cash on acquisitions since 1998, as disclosed in SL's public filings. In making such acquisitions, we estimate that SL has increased its long-term debt from $833,000 to over $40 million, substantially increasing the financial risk to SL stockholders. o We believe that SL is in a financially distressed state, o management has discontinued SL's quarterly dividend - a dividend that has been paid for years, as discussed in SL's public filings; and o SL's auditors have indicated that they might have to modify their report with respect to SL's ability to continue as a "going concern", as disclosed in SL's public filings. The directors and executive officers own outright in the aggregate less than 1% of the outstanding shares of SL (and own beneficially only 7.2% of the outstanding shares). We believe that the lack of significant actual ownership of SL shares by the incumbent SL Board and management may contribute to the SL Board's and management's lack of commitment to maximizing the value of the SL shares. As the second largest stockholder of SL, The RORID Committee believes that its interests are clearly aligned with yours. We urge you to support our efforts by signing, dating and returning your GOLD proxy card today. If you have already voted for the incumbent management slate you have every right to change your vote by signing and returning a later dated GOLD proxy. If you have any questions or require any assistance with your vote, please contact Innisfree M&A Incorporated, which is assisting us, toll-free at (888) 750-5834, bankers and brokers call collect (212) 750-5833. THIS LETTER SUPERSEDES AND REPLACES THE LETTER TO STOCKHOLDERS PREVIOUSLY DELIVERED TO STOCKHOLDERS ON OR ABOUT DECEMBER 21, 2001. Thank you for your support, Warren G. Lichtenstein On behalf of The RORID Committee
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DFAN14A Filing
Steel Partners Ii Inactive DFAN14AAdditional proxy materials by non-management
Filed: 2 Jan 02, 12:00am