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, 1999 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 26, 2000 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, 1999 and 1998 5-6 Statement of Changes in Net Assets Available for Plan Benefits for the year ended July 31, 1999 7 Notes to Financial Statements 8-11 Supplemental Schedules: Schedules of Assets Held for Investment Purposes - July 31, 1999 and 1998 12-13 Schedule of Reportable Transactions for the year ended July 31, 1999 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, 1999 and 1998, and the related statement of changes in net assets available for plan benefits for the year ended July 31, 1999. 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, 1999 and 1998, and the changes in net assets available for plan benefits for the year ended July 31, 1999 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 24, 2000 5 SL INDUSTRIES, INC. SAVINGS AND PENSION PLAN STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR PLAN BENEFITS FOR THE YEAR ENDING JULY 31, 1999 Blended Index Diversified Income Balanced Stock Stock Fund Fund Fund Fund ---- ---- ---- ---- ADDITIONS: Interest and dividend income $ 267,643 $ -- $ -- $ -- Contributions: Employer 34,712 -- -- -- Participant 52,971 -- -- -- Net appreciation (depreciation) of investments -- -- -- -- Loan repayments 10,578 -- -- -- Transfers 1,414,913 (983,788) (1,427,821) (1,969,875) ----------- ----------- ----------- ----------- TOTAL ADDITIONS 1,780,817 (983,788) (1,427,821) (1,969,875) ----------- ----------- ----------- ----------- DEDUCTIONS: Administrative costs -- -- -- -- Withdrawals 1,042,458 -- -- -- Loans to participants 57,833 -- -- -- ----------- ----------- ----------- ----------- TOTAL DEDUCTIONS 1,100,291 -- -- -- ----------- ----------- ----------- ----------- Net additions (deductions) in net assets available for plan benefits 680,526 (983,788) (1,427,821) (1,969,875) Net assets available for plan benefits at beginning of year 3,474,585 983,788 1,427,821 1,969,875 ----------- ----------- ----------- ----------- Net assets available for plan benefits at end of year $ 4,155,111 $ -- $ -- $ -- =========== =========== =========== =========== SL Industries, Inc. Growth & Common Income Puritan Low-Priced Stock Portfolio Fund Stock Fund ----- --------- ---- ---------- ADDITIONS: Interest and dividend income $ 29,707 $ 55,768 $ 50,485 $ 88,771 Contributions: Employer 378,349 39,198 17,994 26,971 Participant 84,626 217,040 93,451 114,090 Net appreciation (depreciation) of investments (525,367) 118,758 (1,881) (50,701) Loan repayments 11,619 23,762 14,691 7,852 Transfers (7,562) 343,349 (43,467) 207,625 ----------- ----------- ----------- ----------- TOTAL ADDITIONS (28,628) 797,875 131,273 394,608 ----------- ----------- ----------- ----------- DEDUCTIONS: Administrative costs -- -- -- 263 Withdrawals 217,582 73,425 43,492 47,909 Loans to participants 21,381 44,566 21,498 37,337 ----------- ----------- ----------- ----------- TOTAL DEDUCTIONS 238,963 117,991 64,990 85,509 ----------- ----------- ----------- ----------- Net additions (deductions) in net assets available for plan benefits (267,591) 679,884 66,283 309,099 Net assets available for plan benefits at beginning of year 3,284,403 786,717 578,648 609,034 ----------- ----------- ----------- ----------- Net assets available for plan benefits at end of year $ 3,016,812 $ 1,466,601 $ 644,931 $ 918,133 =========== =========== =========== =========== Diversified Fidelity Fidelity Fidelity International Mid-Cap Freedom Freedom Fund Stock Fund Income Fund 2000 Fund ---- ---------- ----------- --------- ADDITIONS: Interest and dividend income $ 9,524 $ 52,678 $ 1,986 $ 15,452 Contributions: Employer 9,714 25,489 1,762 7,227 Participant 41,920 148,283 5,189 35,282 Net appreciation (depreciation) of investments 19,819 71,412 152 10,430 Loan repayments 6,054 15,696 443 5,221 Transfers 101,597 387,289 46,872 237,810 -------- -------- -------- -------- TOTAL ADDITIONS 188,628 700,847 56,404 311,422 -------- -------- -------- -------- DEDUCTIONS: Administrative costs -- -- -- -- Withdrawals 3,142 19,555 1,777 12,016 Loans to participants 8,208 15,052 -- 6,545 -------- -------- -------- -------- TOTAL DEDUCTIONS 11,350 34,607 1,777 18,561 -------- -------- -------- -------- Net additions (deductions) in net assets available for plan benefits 177,278 666,240 54,627 292,861 Net assets available for plan benefits at beginning of year 41,306 -- -- -- -------- -------- -------- -------- Net assets available for plan benefits at end of year $218,584 $666,240 $ 54,627 $292,861 ======== ======== ======== ======== Fidelity Fidelity Fidelity Spartan Freedom Freedom Freedom US Equity 2010 Fund 2020 Fund 2030 Fund Index Fund --------- --------- --------- ---------- ADDITIONS: Interest and dividend income $ 26,610 $ 27,463 $ 9,876 $ 16,984 Contributions: Employer 18,320 19,690 11,226 24,469 Participant 71,150 84,073 48,085 147,543 Net appreciation (depreciation) of investments 34,826 45,582 26,142 155,028 Loan repayments 24,443 32,258 4,399 17,631 Transfers 327,018 379,837 158,338 748,517 ---------- ---------- ---------- ---------- TOTAL ADDITIONS 502,367 588,903 258,066 1,110,172 ---------- ---------- ---------- ---------- DEDUCTIONS: Administrative costs -- -- -- -- Withdrawals 92,095 53,099 2,976 22,132 Loans to participants 6,047 55,391 2,897 40,174 ---------- ---------- ---------- ---------- TOTAL DEDUCTIONS 98,142 108,490 5,873 62,306 ---------- ---------- ---------- ---------- Net additions (deductions) in net assets available for plan benefits 404,225 480,413 252,193 1,047,866 Net assets available for plan benefits at beginning of year -- -- -- -- ---------- ---------- ---------- ---------- Net assets available for plan benefits at end of year $ 404,225 $ 480,413 $ 252,193 $1,047,866 ========== ========== ========== ========== Fidelity Loans US Bond Contributions to Index Fund Receivable Participants Combined ---------- ---------- ------------ -------- ADDITIONS: Interest and dividend income $ 6,941 $ 135 $ -- $ 660,023 Contributions: Employer 3,908 28,490 -- 647,519 Participant 21,009 11,225 -- 1,175,937 Net appreciation (depreciation) of investments (6,419) -- -- (102,219) Loan repayments 1,250 -- (175,897) -- Transfers 80,313 -- (965) -- ------------ ------------ ------------ ------------ TOTAL ADDITIONS 107,002 39,850 (176,862) 2,381,260 ------------ ------------ ------------ ------------ DEDUCTIONS: Administrative costs -- -- -- 263 Withdrawals 795 -- 64,529 1,696,982 Loans to participants 1,036 -- (317,965) -- ------------ ------------ ------------ ------------ TOTAL DEDUCTIONS 1,831 -- (253,436) 1,697,245 ------------ ------------ ------------ ------------ Net additions (deductions) in net assets available for plan benefits 105,171 39,850 76,574 684,015 Net assets available for plan benefits at beginning of year -- 350,273 383,946 13,890,396 ------------ ------------ ------------ ------------ Net assets available for plan benefits at end of year $ 105,171 $ 390,123 $ 460,520 $ 14,574,411 ============ ============ ============ ============ 6 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 Employer contribution receivable -- -- -- -- 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 & Growth & Common Income Puritan Low-Priced Stock Portfolio Fund Stock Fund ----- --------- ---- ---------- NET ASSETS Investments $3,284,403 $ 786,717 $ 578,648 $ 609,034 Employer contribution receivable -- -- -- -- 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 Employer contribution receivable -- 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 =========== =========== =========== =========== 7 SL INDUSTRIES, INC. SAVINGS AND PENSION PLAN STATEMENT OF NET ASSETS AVAILABLE FOR PLAN BENEFITS JULY 31, 1999 Blended Index Diversified Income Balanced Stock Stock Fund Fund Fund Fund ---------------- --------------- --------------- -------------- NET ASSETS Investments $4,155,111 $ -- $ -- $ -- Employer contribution receivable -- -- -- -- Participant contribution receivable -- -- -- -- Participant loans receivable -- -- -- -- ---------- ---------- ---------- ---------- TOTAL NET ASSETS AVAILABLE FOR PLAN BENEFITS $4,155,111 $ -- $ -- $ -- ========== ========== ========== ========== SL Industries, Inc. Growth & Common Income Puritan Low-Priced Stock Portfolio Fund Stock Fund --------------- --------------- --------------- --------------- NET ASSETS Investments $3,016,812 $1,466,601 $ 644,931 $ 918,133 Employer contribution receivable -- -- -- -- Participant contribution receivable -- -- -- -- Participant loans receivable -- -- -- -- ---------- ---------- ---------- ---------- TOTAL NET ASSETS AVAILABLE FOR PLAN BENEFITS $3,016,812 $1,466,601 $ 644,931 $ 918,133 ========== ========== ========== ========== Diversified Fidelity Fidelity Fidelity International Mid-Cap Freedom Freedom Fund Stock Fund Income Fund 2000 Fund -------------- --------------- --------------- --------------- NET ASSETS Investments $218,584 $666,240 $ 54,627 $292,861 Employer contribution receivable -- -- -- -- Participant contribution receivable -- -- -- -- Participant loans receivable -- -- -- -- -------- -------- -------- -------- TOTAL NET ASSETS AVAILABLE FOR PLAN BENEFITS $218,584 $666,240 $ 54,627 $292,861 ======== ======== ======== ======== Fidelity Fidelity Fidelity Spartan Freedom Freedom Freedom US Equity 2010 Fund 2020 Fund 2030 Fund Index Fund -------------- --------------- --------------- --------------- NET ASSETS Investments $ 404,225 $ 480,413 $ 252,193 $1,047,866 Employer contribution receivable -- -- -- -- Participant contribution receivable -- -- -- -- Participant loans receivable -- -- -- -- ---------- ---------- ---------- ---------- TOTAL NET ASSETS AVAILABLE FOR PLAN BENEFITS $ 404,225 $ 480,413 $ 252,193 $1,047,866 ========== ========== ========== ========== Fidelity Loans US Bond Contributions to Index Fund Receivable Participants Combined ---------- ---------- ------------ -------- NET ASSETS Investments $ 105,171 $ -- $ -- $13,723,768 Employer contribution receivable -- 307,707 -- 307,707 Participant contribution receivable -- 82,416 -- 82,416 Participant loans receivable -- -- 460,520 460,520 ----------- ----------- ----------- ----------- TOTAL NET ASSETS AVAILABLE FOR PLAN BENEFITS $ 105,171 $ 390,123 $ 460,520 $14,574,411 =========== =========== =========== =========== 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 at least three consecutive months of service and attain the age of 18. 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 thirteen Fidelity Institutional Retirement Services Co., Inc. ("Fidelity") funds: Blended Income Fund, Growth and Income Portfolio, Puritan Fund, Low-Priced Stock Fund, Diversified International Fund, Mid-Cap Stock Fund, Freedom Income Fund, Freedom 2000 Fund, Freedom 2010 Fund, Freedom 2020 Fund, Freedom 2030 Fund, Spartan U.S. Equity Index Fund and U.S. Bond Index 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 Blended Income Fund represents a deposit contract with John Hancock Mutual Life Insurance Company ("John Hancock") and Fidelity's Managed Income Portfolio. Contributions are maintained in pooled accounts. The account is credited with earnings on the underlying investments at various rates and charged for Plan withdrawals. The financial statements reflect the contract/market values as reported by John Hancock and Fidelity as of the Plan year-end. The remaining funds are Fidelity separate investment accounts and are carried at market value as reported by 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 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, as defined by the Plan. Matching Employer Contributions: The employer's match is fifty percent (50%) of the participant's elective deferrals, not to exceed six percent (6%) 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 earned at least 1,000 hours of service during the Plan year and is equal to two percent (2%) of the participant's wages, up to a maximum of $160,000, for the plan 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. 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. Vesting: Participants become immediately vested in their elective deferral contributions plus actual earnings and their employer's profit sharing contributions. 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% 10 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 in accordance with the provisions of the Plan. 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 one-half 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 in the accompanying statements of net assets available for plan benefits as of July 31, 1999 and 1998 range from 7% to 10%. 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. 3. Reconciliation to Form 5500 As of July 31, 1999 and 1998, the Plan had $68,091 and $468,562, 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. 11 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, 1999 and 1998: Net Assets Available for Plan Benefits Benefits ---------------------------------- Payable to Benefits Participant Paid July 31, 1999 July 31, 1998 ------------ ------------ ------------- ------------- Per financial statements $ 0 $ 1,696,982 $ 14,574,411 $ 13,890,396 Accrued benefit payments 68,091 68,091 (68,091) (468,562) Reversal of 1998 accrual for benefit payments 0 (468,562) 0 0 ------------ ------------ ------------ ------------ Per Form 5500 $ 68,091 $ 1,296,511 $ 14,506,320 $ 13,421,834 ============ ============ ============ ============ 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 1999 and 1998 were $263 and $0, 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. 6. Subsequent Events Effective August 1, 1999, the definition of Plan Year was amended and restated to mean the period beginning August 1, 1999 and ending December 31, 1999, and each twelve consecutive month period thereafter. Effective September 24, 1999, the Plan was amended and restated to provide that an employee shall become an eligible employee as of the first day of the month coinciding with or next following the date on which he becomes an employee. 12 SL INDUSTRIES, INC. SAVINGS AND PENSION PLAN SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES FORM 5500 ITEM 27(a) JULY 31, 1999 A.Party in Interest B. Identity of Issuer - ------------------- --------------------- * SL Industries. Inc. * John Hancock Mutual Life Insurance Company * Fidelity Institutional Retirement Services Co., Inc. * Fidelity Institutional Retirement Services Co., Inc. * Fidelity Institutional Retirement Services Co., Inc. * Fidelity Institutional Retirement Services Co., Inc. * Fidelity Institutional Retirement Services Co., Inc. * Fidelity Institutional Retirement Services Co., Inc. * Fidelity Institutional Retirement Services Co., Inc. * Fidelity Institutional Retirement Services Co., Inc. * Fidelity Institutional Retirement Services Co., Inc. * Fidelity Institutional Retirement Services Co., Inc. * Fidelity Institutional Retirement Services Co., Inc. * Fidelity Institutional Retirement Services Co., Inc. * Fidelity Institutional Retirement Services Co., Inc. * Fidelity Institutional Retirement Services Co., Inc. * SL Industries, Inc. A.Party in Interest C. Description of Asset - ------------------- ----------------------- * Common Stock * Guaranteed Investment Contracts (#8583) * Common Trust Fund - Managed Income Portfolio * Common Trust Fund - Fidelity Growth & Income Portfolio * Common Trust Fund - Fidelity Puritan Fund * Common Trust Fund - Fidelity Low-Priced Stock Fund * Common Trust Fund - Fidelity Diversified International Fund * Common Trust Fund - Fidelity Mid-Cap Stock Fund * Common Trust Fund - Fidelity Freedom Income Fund * Common Trust Fund - Fidelity Freedom 2000 Fund * Common Trust Fund - Fidelity Freedom 2010 Fund * Common Trust Fund - Fidelity Freedom 2020 Fund * Common Trust Fund - Fidelity Freedom 2030 Fund * Common Trust Fund - Spartan U.S. Equity Index Fund * Common Trust Fund - Fidelity U.S. Bond Index Fund * Loans Receivable * Contributions Receivable A.Party in Interest D. Cost E. Current Value - ------------------- ------- ---------------- * $1,955,928 $3,016,812 * $ 976,520 $ 976,520 * $3,178,591 $3,178,591 * $1,310,136 $1,466,601 * $ 620,462 $ 644,931 * $ 915,824 $ 918,133 * $ 196,292 $ 218,584 * $ 603,494 $ 666,240 * $ 54,493 $ 54,627 * $ 282,493 $ 292,861 * $ 378,812 $ 404,225 * $ 439,907 $ 480,413 * $ 227,088 $ 252,193 * $ 916,587 $1,047,866 * $ 110,161 $ 105,171 * $ 460,520 $ 460,520 * $ 390,123 $ 390,123 * Indicates party known to be a party in interest. 13 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 - ------------------- --------------------- * SL Industries. Inc. * John Hancock Mutual Life Insurance Company * John Hancock Mutual Life Insurance Company * John Hancock Mutual Life Insurance Company * John Hancock Mutual Life Insurance Company * Fidelity Institutional Retirement Services Co., Inc. * Fidelity Institutional Retirement Services Co., Inc. * Fidelity Institutional Retirement Services Co., Inc. * Fidelity Institutional Retirement Services Co., Inc. * John Hancock Mutual Life Insurance Company SL Industries, Inc. A.Party in Interest C. Description of Asset ------------------- ----------------------- * Common Stock * Guaranteed Investment Contracts (#7494, #7960, #8583 and #9543) * Common Trust Fund - Balanced Fund * Common Trust Fund - Indexed Stock Fund * Common Trust Fund - Diversified Stock Fund * Common Trust Fund - FIdelity Growth & Income Portfolio * Common Trust Fund - Fidelity Puritan Fund * Common Trust Fund - Fidelity Low-Priced Stock Fund * Common Trust Fund - Fidelity Diversified International Fund * Loans Receivable Contributions Receivable A.Party in Interest 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. 14 SL INDUSTRIES, INC. SAVINGS AND PENSION PLAN SCHEDULE OF REPORTABLE TRANSACTIONS FORM 5500 ITEM 27(d) FOR THE YEAR ENDING JULY 31, 1999 IDENTITY OF PARTY INVOLVED DESCRIPTION OF ASSET -------------------------- -------------------- John Hancock Mutual Life Insurance Company Blended Income 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 Mid-Cap Stock Fund Fidelity Institutional Retirement Services Co., Inc. Common Trust Fund - Spartan U.S. Equity Index Fund IDENTITY OF PARTY INVOLVED PURCHASE PRICE SELLING PRICE COST OF ASSET NET GAIN (LOSS) -------------------------- -------------- ------------- ------------- --------------- John Hancock Mutual Life Insurance Company $2,096,871 $1,416,146 $1,416,146 N/A Fidelity Institutional Retirement Services Co., Inc. $1,567,434 - - - Fidelity Institutional Retirement Services Co., Inc. $725,832 - - - Fidelity Institutional Retirement Services Co., Inc. $742,977 - - - Fidelity Institutional Retirement Services Co., Inc. $742,460 - - - Fidelity Institutional Retirement Services Co., Inc. $1,126,464 - - - 15 CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS As independent public accountants, we hereby consent to the incorporation of our report dated January 24, 2000, included in this Form 10-K/A for the year ended July 31, 1999 into the Company's previously filed Registration Statement File No. 33-31805 on Form S-8. ARTHUR ANDERSEN LLP Philadelphia, PA January 27, 2000