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: - -------------------------------------------------------------------------------- FOR IMMEDIATE RELEASE ISS RECOMMENDS SL INDUSTRIES, INC. SHAREHOLDERS VOTE TO ELECT RORID COMMITTEE SLATE OF DIRECTORS New York, NY, January 17, 2002 -- The RORID Committee, which is waging a proxy contest at the Annual Meeting of SL Industries, Inc. (NYSE:SL), announced today that Institutional Shareholder Services (ISS), the nation's leading independent provider of proxy voting and corporate governance advice to major institutional investors, has recommended that SL shareholders vote the GOLD proxy card FOR The RORID Committee's slate of nominees at SL's annual meeting of shareholders scheduled to be held on January 22, 2002. In its report, ISS stated, "ISS believes that adequate time has passed for SL's current management to improve shareholder value. As such, we conclude that a board shakeup is needed." In reaching its conclusion, the ISS report stated, "We believe that the dissident's relevant expertise in the investment community could enhance the company's visibility and stock price--allowing it to become a more attractive buy for potential bidders." The ISS report continued, "Because the dissidents own 14.9 percent of the company's outstanding common stock, shareholders have some assurance that its interests will be linked to increasing the value of the company." Warren Lichtenstein, managing member of the general partner of Steel Partners II, L.P., a member of the Committee, commented that "We are gratified that ISS has seen the merits of our position and agreed with us that it is time for directors with a meaningful stake in the company to be at the helm." The RORID Committee has filed with the Securities and Exchange Commission definitive proxy materials in connection with the Committee's solicitation of proxies to elect its slate of director nominees at the annual meeting of shareholders scheduled to be held on January 22, 2002, and has mailed copies to shareholders. The Committee urges SL's shareholders to read these materials because they contain important information. Copies of the Committee's definitive proxy statement and other soliciting materials are also available free of charge at the Securities and Exchange Commission's Web site at www.sec.gov. Information relating to the participants in the Committee's proxy solicitation is contained in the Committee's definitive proxy statement. Contact: Mike Brinn Innisfree M&A Incorporated 501 Madison Avenue New York, NY 10022 (212) 750-8253
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DFAN14A Filing
Steel Partners Ii Inactive DFAN14AAdditional proxy materials by non-management
Filed: 17 Jan 02, 12:00am