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SCHEDULE 14A
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SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE
SECURITIES EXCHANGE ACT OF 1934 (AMENDMENT NO. )
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SL Industries, Inc.
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(Name of Registrant as Specified in Its Charter)
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The following is the text of a press release issued by the Registrant on March
19, 2001, announcing that the board of directors had determined to explore a
sale of the Registrant in order to maximize shareholder value and that Credit
Suisse First Boston had been retained to lead the process. In connection with
this process, the board of directors has decided to postpone the Registrant's
annual meeting of shareholders until an appropriate time in the future at which
shareholders will be asked either to vote for a proposed sale transaction or to
elect a slate of directors, or both. The Registrant also announced that, due to
the severity of the current economic slowdown, it believed that its earnings for
the fiscal year ending December 31, 2001 would be materially below the range of
$0.95 to $1.15 per diluted share previously announced.
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For Immediate Release
INVESTOR RELATIONS CONTACT: COMPANY CONTACT:
Neil Berkman or Melanie Beeler Owen Farren
Neil Berkman Associates President & CEO
(310) 277-5162 (856) 727-1500
info@BerkmanAssociates.com www.slpdq.com
SL INDUSTRIES TO EXPLORE SALE OF THE COMPANY
Reduces Guidance For 2001
MT. LAUREL, NEW JERSEY, March 19, 2001 . . . SL INDUSTRIES, INC. (NYSE
AND PHLX:SL) announced today that it has completed its previously announced
review of strategic alternatives. Based upon this review, the Board of Directors
has determined to explore a sale of the Company in order to maximize value for
shareholders. Credit Suisse First Boston, New York, assisted the Company's Board
of Directors in its review and has been engaged to lead this process.
President and Chief Executive Officer Owen Farren said, "SL Industries
has achieved the goals for product development and market position set out in
its Power and Data Quality strategy adopted in 1992. Today the Company is at a
crossroads. It enjoys an excellent reputation with major OEM customers in
industrial, medical, aerospace and telecom markets, and possesses the technology
and assets to meet the increasing demand for power solutions in these
industries. On the other hand, our business operates in widely consolidating
industries, where greater size and scale can be a competitive advantage.
"It is our responsibility to ensure that each of the Company's business
units operates in an environment that will allow it to maximize its growth
potential and opportunity for our employees. SL's businesses have many
strengths, including excellent reputations in select markets and with industrial
distributors and low-cost manufacturing platforms, to name a few. We believe
that these strengths will be valued by companies seeking to expand their
position in the industries in which we operate.
"After a thorough review of the various strategic alternatives
available, the Board has decided that pursuing a sale of the Company is the best
way to maximize value for its shareholders. With the continued assistance of
Credit Suisse First Boston, we have initiated a process to achieve this goal in
a diligent and orderly manner.
"In light of the process about to be undertaken, the Board of Directors
has decided to postpone the Company's annual meeting of shareholders. We
anticipate holding a shareholder meeting at the appropriate time during this
process, at which time shareholders will be asked either to vote for a proposed
sale transaction or to elect a slate of directors or both."
(more)
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SL INDUSTRIES TO EXPLORE SALE OF THE COMPANY
March 19, 2001
Page Two
REVISED GUIDANCE FOR 2001
Farren continued, "We continue to see excellent long-term growth
opportunities in each of the Company's served markets. However, in the
semiconductor and telecom markets we have experienced significant order
push-outs and cancellations in March. In addition, recent market and business
announcements have indicated that conditions are likely to remain weak in these
markets. Therefore, in view of the severity of the current economic slowdown, we
believe that earnings for the year will be materially below the range of $0.95
to $1.15 per diluted share announced previously. However, as SL has not yet
completed its first fiscal quarter, it is premature in the changing economic
environment to predict a range of estimates for the year. We are taking action
to reduce costs in line with lowered revenue expectations."
FORWARD-LOOKING STATEMENTS
This press release contains statements that are forward-looking
statements within the meaning of the Private Securities Litigation Reform Act of
1995. These statements are based on current expectations, estimates and
projections about the company's business based, in part, on assumptions made by
management. These statements are not guarantees of future performance and
involve risks, uncertainties and assumptions that are difficult to predict.
Therefore, actual outcomes and results may differ materially from what is
expressed or forecasted in such forward-looking statements due to numerous
factors and risks discussed from time to time in the company's Securities and
Exchange Commission filings and reports. In addition, such statements could be
affected by general industry and market conditions and growth rates, and general
domestic and international economic conditions. Such forward-looking statements
speak only as of the date on which they are made and the company does not
undertake any obligation to update any forward-looking statement to reflect
events or circumstances after the date of this release.
ABOUT SL INDUSTRIES
SL Industries, Inc. designs, manufactures and markets power and data
quality (PDQ) equipment and systems for industrial, medical, aerospace,
telecommunications and consumer applications. For more information about SL
Industries, Inc. and its products, please visit the Company's web site at
www.slpdq.com.
CONFERENCE CALL
SL Industries has scheduled a conference call today at 11:00 AM EST to
discuss its decision. A simultaneous WebCast of the conference call may be
accessed online at www.StreetFusion.com or at www.slpdq.com. A replay will be
available immediately following the WebCast and for three business days
thereafter at these same Internet addresses. For a telephone replay, dial (800)
633-8284, reservation #18310783 beginning at approximately 1:00 PM EST.
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THE REGISTRANT IS THE PARTICIPANT IN THIS SOLICITATION. ADDITIONAL INFORMATION
REGARDING THE REGISTRANT IS AVAILABLE IN ITS ANNUAL REPORT ON FORM 10-K FOR THE
FISCAL YEAR ENDED DECEMBER 31, 2001, A COPY OF WHICH IS AVAILABLE WITHOUT CHARGE
TO SHAREHOLDERS BY UPON WRITTEN REQUEST TO: DAVID R. NUZZO, SECRETARY, SL
INDUSTRIES, INC., SUITE A-114, 520 FELLOWSHIP ROAD, MT. LAUREL, NEW JERSEY
08054. THE REGISTRANT'S ANNUAL REPORT ON FORM 10-K IS ALSO AVAILABLE WITHOUT
CHARGE FROM THE COMMISSION'S WEBSITE AT WWW.SEC.GOV.
SECURITY HOLDERS ARE ADVISED TO READ THE PROXY STATEMENT WHEN IT IS AVAILABLE
BECAUSE IT WILL CONTAIN IMPORTANT INFORMATION. A COPY OF THE PROXY STATEMENT,
AND ANY OTHER RELEVANT DOCUMENTS, WILL BE AVAILABLE WITHOUT CHARGE TO
SHAREHOLDERS BY UPON WRITTEN REQUEST TO: DAVID R. NUZZO, SECRETARY, SL
INDUSTRIES, INC., SUITE A-114, 520 FELLOWSHIP ROAD, MT. LAUREL, NEW JERSEY
08054. THESE DOCUMENTS WILL ALSO BE AVAILABLE WITHOUT CHARGE FROM THE
COMMISSION'S WEBSITE AT WWW.SEC.GOV.