1
UNITED STATES
SECURITIES & EXCHANGE COMMISSION
WASHINGTON, DC 20549

FORM 10-K/A

[X] ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934 [FEE REQUIRED]

For the fiscal year ended December 31, 2000
----------------------------------------------------

[ ] TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934 [ NO FEE REQUIRED]

FORM 10-K/A FOR SL INDUSTRIES, INC. SAVINGS AND PENSION PLAN

COMMISSION FILE NUMBER 1-4987

SL INDUSTRIES, INC.
SAVINGS AND PENSION PLAN

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)

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/ Jacob Cherian
-----------------------
Jacob Cherian
Plan Administrator
June 28, 2001

SL INDUSTRIES, INC. SAVINGS AND PENSION PLAN

INDEX TO FINANCIAL STATEMENTS AND SCHEDULE

Pages
-----

Report of Independent Public Accountants 4

Financial Statements:
Statements of Net Assets Available for Plan Benefits,
December 31, 2000 and December 31, 1999 5

Statement of Changes in Net Assets Available for Plan Benefits
For the year ended December 31, 2000 6

Notes to Financial Statements 7-11

Supplemental Schedule:
Schedules of Assets Held for Investment Purposes -
December 31, 2000 and December 31, 1999 12-13

Consent of Independent Public Accountants 14

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
December 31, 2000 and 1999, and the related statement of changes in net assets
available for plan benefits for the year ended December 31, 2000. These
financial statements and the schedule 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 auditing standards generally accepted
in the United States. 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
December 31, 2000 and 1999 and the changes in net assets available for plan
benefits for the year ended December 31, 2000, in conformity with accounting
principles general accepted in the United States.

Our audits were made for the purpose of forming an opinion on the basic
financial statements taken as a whole. The supplemental schedule listed in the
accompanying index is presented for purposes of additional analysis and is not a
required part of the basic financial statements but is 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
supplemental schedule has been subjected to the auditing procedures applied in
our audits of the basic financial statements and, in our opinion, is fairly
stated in all material respects in relation to the basic statements taken as a
whole.

Philadelphia, Pennsylvania
June 18, 2001

SL INDUSTRIES, INC. SAVINGS AND PENSION PLAN

STATEMENTS OF NET ASSETS AVAILABLE FOR PLAN BENEFITS

December 31
-----------------------------
2000 1999
----------- ------------

ASSETS:
Investments $16,040,287 $14,648,980

Receivables:
Employer Contributions 366,122 190,874
Participant Contributions 78,547 99,708
Participant Loans 429,860 400,478
----------- -----------
Total receivables 874,529 691,060
----------- -----------

NET ASSETS AVAILABLE FOR PLAN BENEFITS $16,914,816 $15,340,040
=========== ===========

Note: The accompanying notes are an integral part of these financial statements.

5
6

SL INDUSTRIES, INC. SAVINGS AND PENSION PLAN
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR PLAN BENEFITS

Year Ended
Additions: December 31, 2000
-----------------

Additions to net assets attributed to:
Investment income:
Net depreciation in fair value of investments $ (422,869)
Interest/Dividends 1,047,562
------------
624,693
------------
Contributions:
Participant 759,357
Employer 1,640,757
------------
2,400,114
------------
Total additions 3,024,807
------------

Deductions:

Deductions from net assets attributed to:
Benefits paid to participants 1,449,565
Administrative expenses 466
------------

Total deductions 1,450,031
------------

Net increase 1,574,776

Net assets available for plan benefits:
Beginning of year $ 15,340,040
------------

End of year $ 16,914,816
============

Note: The accompanying notes are an integral part of these financial statements.

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 attained the age of 18 on the first day of the month
coinciding with or following their date of hire. 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.

Use of Estimates:

The preparation of financial statements in conformity with generally
accepted accounting principals requires management to make estimates and
assumptions that affect the reported amounts of assets and liabilities
and disclosure of contingent assets and liabilities at the date of the
financial statements and the reported amounts of revenues and expenses
during the reporting period. Actual results could differ from those
estimates.

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. Effective August 1, 2000, the Blended
Income Fund consisted only of funds invested in Fidelity's Managed
Income Portfolio.

7
8

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.

During 2000, the Plan's investments (including gains and losses on
investments bought and sold, as well as held during the year)
depreciated in value by $422,869 as follows:

Mutual Funds: $414,416
Common Stock: 8,453
----------
$422,869
----------

The following represents investments that represent 5% or more of the
Plan's net assets:

December 31
-----------------------------
2000 1999
------------- --------------

Blended Income Fund $ 3,936,202 $ 4,277,058
SL Industries, Inc. Common Stock $ 2,539,342 * $ 2,528,844 *
Fidelity Growth and Income Portfolio $ 1,707,670 $ 1,610,415
Fidelity Low Priced Stock Fund $ 945,049 $ 805,278
Fidelity Mid-Cap Stock Fund $ 1,885,075 $ 928,091
Spartan U.S. Equity Index Fund $ 1,382,013 $ 1,372,562

* Participant-directed and nonparticipant-directed.

Information about the significant components of the changes in net
assets relating to the SL Industries, Inc. Common Stock, which is both a
participant-directed and a nonparticipant-directed investment option, is
as follows:

Year Ended
December 31, 2000
-----------------

Changes in Net Assets:
Contributions $ 594,650
Interest/Dividends 27,294
Net depreciation (8,453)
Benefits paid to participants (482,853)
Transfers/Loan Activity (120,140)
---------
$ 10,498
---------

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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 $170,000, for the plan
year, with the exception of participants who are disabled, die or
retire. 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 distribute 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%

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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 prorated 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 as of December 31, 2000 and December 31, 1999 range from 7.0%
to 10.25% and 7% to 9.5%, respectively.

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 December 31, 2000 and December 31, 1999, the Plan had $219,349 and
$26,395, 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.

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 have been paid by the
Plan. Total asset management fees expensed in the fiscal year ended
December 31, 2000 and the five months ended December 31, 1999 were $466
and $82, respectively.

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11

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. Although the Plan has been amended since receiving the
determination letter, 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.

SL INDUSTRIES, INC. SAVINGS AND PENSION PLAN
SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES
FORM 5500 ITEM 27(a)
DECEMBER 31, 2000

complete

A.Party in Interest B. Identity of Issuer
- ------------------- ---------------------

* SL Industries. Inc.

* John Hancock Mutual Life Insurance Company

* Fidelity Institutional Retirement Services Co., Inc.

* SL Industries, Inc.

complete

A.Party in Interest C. Description of Asset D. Cost E. Current Value
- ------------------- ----------------------- --------- -----------------

* Common Stock $ 2,044,032 $ 2,539,342

* Common Trust Fund - Blended Income Fund $ 3,936,202 $ 3,936,196

* Common Trust Fund - Fidelity Growth & Income Portfolio $ 1,796,251 $ 1,707,670

* Common Trust Fund - Fidelity Puritan Fund $ 755,555 $ 719,893

* Common Trust Fund - Fidelity Low-Priced Stock Fund $ 972,045 $ 945,049

* Common Trust Fund - Fidelity Diversified International Fund $ 561,576 $ 566,669

* Common Trust Fund - Fidelity Mid-Cap Stock Fund $ 1,522,282 $ 1,885,075

* Common Trust Fund - Fidelity Freedom Income Fund $ 81,956 $ 81,425

* Common Trust Fund - Fidelity Freedom 2000 Fund $ 406,239 $ 390,338

* Common Trust Fund - Fidelity Freedom 2010 Fund $ 576,792 $ 582,546

* Common Trust Fund - Fidelity Freedom 2020 Fund $ 683,137 $ 686,261

* Common Trust Fund - Fidelity Freedom 2030 Fund $ 456,989 $ 460,145

* Common Trust Fund - Spartan U.S. Equity Index Fund $ 1,322,204 $ 1,382,013

* Common Trust Fund - Fidelity U.S. Bond Index Fund $ 157,205 $ 157,665

* Loans Receivable (Interest rates ranging from 7.0% $ 429,860
to 10.25%)

* Contributions Receivable $ 444,669

* Indicates party known to be a party in interest.

SL INDUSTRIES, INC. SAVINGS AND PENSION PLAN
SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES
FORM 5500 ITEM 27(a)
DECEMBER 31, 1999

complete

A.Party in Interest B. Identity of Issuer
- ------------------- -----------------------

* SL Industries. Inc.

* John Hancock Mutual Life Insurance Company

* Fidelity Institutional Retirement Services Co., Inc.

* SL Industries, Inc.

complete

A.Party in Interest C. Description of Asset D. Cost E. Current Value
- ------------------- ----------------------- ------- ----------------

* Common Stock $ 1,807,593 $ 2,528,844

* Guaranteed Investment Contracts (#8583) $ 1,002,483 $ 1,002,483

* Common Trust Fund - Managed Income Portfolio $ 3,274,575 $ 3,274,575

* Common Trust Fund - Fidelity Growth & Income Portfolio $ 1,447,783 $ 1,610,415

* Common Trust Fund - Fidelity Puritan Fund $ 694,731 $ 681,059

* Common Trust Fund - Fidelity Low-Priced Stock Fund $ 851,806 $ 805,278

* Common Trust Fund - Fidelity Diversified International Fund $ 251,408 $ 341,517

* Common Trust Fund - Fidelity Mid-Cap Stock Fund $ 735,779 $ 928,091

* Common Trust Fund - Fidelity Freedom Income Fund $ 61,648 $ 62,598

* Common Trust Fund - Fidelity Freedom 2000 Fund $ 325,159 $ 345,963

* Common Trust Fund - Fidelity Freedom 2010 Fund $ 531,166 $ 591,877

* Common Trust Fund - Fidelity Freedom 2020 Fund $ 553,912 $ 652,699

* Common Trust Fund - Fidelity Freedom 2030 Fund $ 269,827 $ 330,432

* Common Trust Fund - Spartan U.S. Equity Index Fund $ 1,122,519 $ 1,372,562

* Common Trust Fund - Fidelity U.S. Bond Index Fund $ 127,723 $ 120,587

* Loans Receivable (Interest rates ranging from 7.0% $ 400,478 $ 400,478
to 9.5%)

* Contributions Receivable $ 290,582 $ 290,582

* Indicates party known to be a party in interest.

CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS

As independent public accountants, we hereby consent to the incorporation of our
report included in this Form 10-K/A into the Company's previously filed
Registration Statement File No. 33-31805 on Form S-8.

ARTHUR ANDERSEN LLP

Philadelphia, Pennsylvania
June 28, 2001