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
/ / Definitive Additional Materials
/X/ Soliciting Material Under Rule 14a-12
SL INDUSTRIES, INC.
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(Name of Registrant as Specified In Its Charter)
THE SL FULL VALUE COMMITTEE
STEEL PARTNERS II, L.P.
WARREN G. LICHTENSTEIN
NEWCASTLE PARTNERS, L.P.
MARK E. SCHWARZ
GLEN KASSAN
JAMES R. HENDERSON
STEVEN WOLOSKY
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(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:
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(2) Aggregate number of securities to which transaction applies:
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(3) Per unit price or other underlying value of transaction
computed pursuant to Exchange Act Rule 0-11:
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(4) Proposed maximum aggregate value of transaction:
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(5) Total fee paid:
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/ / Fee paid previously with preliminary materials:
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/ / 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:
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(2) Form, Schedule or Registration Statement No.:
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(3) Filing Party:
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(4) Date Filed:
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THE FOLLOWING IS A LETTER FROM THE SL FULL VALUE COMMITTEE TO OWEN FARREN,
PRESIDENT AND CHIEF EXECUTIVE OFFICER OF SL INDUSTRIES, INC., DATED FEBRUARY 16,
2001:
THE SL FULL VALUE COMMITTEE
150 East 52nd Street, 21st Floor
New York, New York 10022
February 16, 2001
BY FACSIMILE AND FEDERAL EXPRESS
Owen Farren
President and Chief Executive Officer
SL Industries, Inc.
520 Fellowship Road, Suite A114
Mt. Laurel, New Jersey 08054
Dear Mr. Farren:
Steel Partners II, L.P. ("Steel Partners") is a long-term and
significant shareholder of SL Industries, Inc. ("SL" or the "Company") and is
deeply concerned by management's inability to enhance shareholder value. As a
direct result, Steel Partners notified you of the nomination of its slate of
five nominees for election to the Board of Directors of SL (the "SL Board") and
the formation of The SL Full Value Committee (the "Committee") in a letter to
the SL Board dated February 15, 2001. Although the SL Board has purported to
focus on the creation of value for its shareholders over the last few years, we
believe that the SL Board has failed in achieving this goal and SL shareholders
have not been rewarded for their investment in SL.
We are concerned about the recently announced decision of SL to engage
Credit Suisse First Boston to assist the Company in evaluating strategic
alternatives to maximize shareholder value, since the focus of the engagement
appears to be the growth of the power and data quality equipment and systems
business. We believe that in order to fully maximize shareholder value, the
Company should take action that would give shareholders the greatest return on
their investment in the short term. Since we no longer have confidence in
management's ability to transform SL into a growth company, especially under its
almost decade-old Power and Data Quality strategy, we believe that immediate
action should be taken to maximize shareholder value.
Steel Partners, under the leadership of its managing member Warren
Lichtenstein, has a record of assisting companies in creating shareholder value
in the short term represented by completed transactions with Aydin Corporation,
PLM International, Inc., Saratoga Beverage Group,
Inc. and Tech-Sym Corporation. Steel Partners continues to believe there is
significant value inherent in SL's assets despite its poor operating performance
and current stock price.
It is for the above-stated reasons, and others, that we have now
concluded that the best means by which we can ensure the SL Board acts in the
immediate best interests of the Company's shareholders is to have certain
directors of the Company removed and in their place elect directors committed to
pursuing strategic alternatives. In that regard, we have formed the Committee
and will commence a proxy solicitation whereby we will seek to elect to the SL
Board Steel's slate of nominees. If elected, the slate will take all necessary
action in order to create short-term value for the SL shareholders.
Very truly yours,
THE SL FULL VALUE COMMITTEE
/s/ Warren G. Lichtenstein
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Warren G. Lichtenstein
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INFORMATION CONCERNING PARTICIPANTS
On February 15, 2001, Steel Partners II, L.P., a Delaware limited
partnership ("Steel"), notified SL Industries, Inc. (the "Issuer") of its
intention to nominate Warren G. Lichtenstein, Mark E. Schwarz, Glen Kassan,
James R. Henderson and Steven Wolosky (the "Nominees") to the Issuer's Board of
Directors at the next annual meeting of stockholders and the formation of The SL
Full Value Committee (the "Committee") for the purpose of soliciting proxies or
written consents for the election of the Nominees. The Committee, Steel, the
Nominees and Newcastle Partners, L.P., a Texas limited partnership
("Newcastle"), may be deemed to be participants in the solicitation of proxies
of the Issuer's stockholders by the Committee to elect the Nominees.
As of the date hereof, the participants' beneficial ownership of the
Common Stock, par value $.20 per share, of the Issuer (the "Shares") is as
follows:
Steel Partners II, L.P. beneficially owns 503,000 Shares constituting
approximately 8.9% of the Shares outstanding.
Warren G. Lichtenstein beneficially owns 518,300 Shares, representing
approximately 9.2% of the Shares outstanding. Mr. Lichtenstein has sole voting
and dispositive power with respect to the 15,300 Shares owned by him and the
503,000 Shares owned by Steel by virtue of his authority to vote and dispose of
such Shares.
Newcastle Partners, L.P. beneficially owns 112,200 Shares, representing
approximately 2.0% of the Shares outstanding.
Mark E. Schwarz beneficially owns 112,200 Shares, representing
approximately 2.0% of the Shares outstanding. Mr. Schwarz has sole voting and
dispositive power with respect to the 112,200 Shares owned by Newcastle by
virtue of his authority to vote and dispose of such Shares.
Glen Kassan does not own any Shares.
James R. Henderson does not own any Shares.
Steven Wolosky does not own any Shares.
The SL Full Value Committee may be deemed to beneficially own 630,500
Shares, representing approximately 11.2% of the Shares outstanding. Such 630,500
Shares represent the aggregate shareholdings of the other participants.
The SL Full Value Committee intends to make a preliminary filing with
the Securities and Exchange Commission of proxy materials to be used to solicit
the votes for the election of the Nominees at the Issuer's annual meeting of
stockholders scheduled to be held on or around April 20, 2001.
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Additional information about the participants is included in the
Schedule 13D filed by the participants with the Securities and Exchange
Commission on February 16, 2001, and will be included in a proxy statement and
other relevant documents concerning the election of the Nominees.
INVESTORS ARE URGED TO READ THE PROXY STATEMENT WHEN IT BECOMES AVAILABLE AND
ANY OTHER RELEVANT DOCUMENTS FILED WITH THE COMMISSION BECAUSE THEY WILL CONTAIN
IMPORTANT INFORMATION.
INVESTORS WILL BE ABLE TO OBTAIN THE PROXY STATEMENT AND OTHER RELEVANT
DOCUMENTS FREE OF CHARGE AT THE COMMISSION'S WEBSITE (WWW.SEC.GOV). IN ADDITION,
DOCUMENTS FILED BY THE PARTICIPANTS WILL BE AVAILABLE FREE OF CHARGE BY
CONTACTING STEEL PARTNERS II, L.P., ATTENTION: WARREN G. LICHTENSTEIN, 150 EAST
52ND STREET, 21ST FLOOR, NEW YORK, NEW YORK 10022.
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