-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, MZLpoI9QDG+hs/n6zFcoH8A7ETeUYgFUpHEU++HwECkWAO1mUDFcsdhafRJh3Ews Dvtn1ewxt//Q95vV/QSZ4A== 0000950116-96-000688.txt : 19960730 0000950116-96-000688.hdr.sgml : 19960730 ACCESSION NUMBER: 0000950116-96-000688 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19960729 SROS: NONE SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: SL INDUSTRIES INC CENTRAL INDEX KEY: 0000089270 STANDARD INDUSTRIAL CLASSIFICATION: ELECTRIC LIGHTING & WIRING EQUIPMENT [3640] IRS NUMBER: 210682685 STATE OF INCORPORATION: NJ FISCAL YEAR END: 0731 FILING VALUES: FORM TYPE: SC 13D SEC ACT: 1934 Act SEC FILE NUMBER: 005-34262 FILM NUMBER: 96600229 BUSINESS ADDRESS: STREET 1: 520 FELLOWSHIP ROAD STREET 2: STE 306C CITY: MT LAUREL STATE: NJ ZIP: 08054 BUSINESS PHONE: 6097271500 MAIL ADDRESS: STREET 1: 520 FELLOWSHIP ROAD STREET 2: STE 306C CITY: MT LAUREL STATE: NJ ZIP: 08054 FORMER COMPANY: FORMER CONFORMED NAME: SGL INDUSTRIES INC DATE OF NAME CHANGE: 19841008 FORMER COMPANY: FORMER CONFORMED NAME: GL INDUSTRIES INC DATE OF NAME CHANGE: 19710111 FORMER COMPANY: FORMER CONFORMED NAME: GL ELECTRONICS CO INC DATE OF NAME CHANGE: 19670928 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: UM INVESTMENT CORP CENTRAL INDEX KEY: 0001019789 STANDARD INDUSTRIAL CLASSIFICATION: [] IRS NUMBER: 510266463 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: 103 SPRINGER BLDG CONCORD PLAZA STREET 2: 3411 SILVERSIDE RD CITY: WILMINGTON STATE: DE ZIP: 19810 BUSINESS PHONE: 6093542200 MAIL ADDRESS: STREET 1: 103 SPRINGER BLDG CONCORD PLAZA STREET 2: 3411 SILVERSIDE RD CITY: WILMINGTON STATE: DE ZIP: 19810 SC 13D 1 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. )* SL INDUSTRIES, INC. ------------------- (Name of Issuer) Common Stock ------------------------------ (Title of Class of Securities) 784413106 -------------- (CUSIP Number) James H. Carll, Archer & Greiner, One Centennial Square, Haddonfield, NJ 08033 (609-795-2121) -------------------------------------------------------- (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) July 18, 1996 ----------------------- (Date of Event which Requires Filing of this Statement) If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-l(b)(3) or (4), check the following box [ ]. Check the following box if a fee is being paid with this statement [x]. The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes). (Continued on the following pages) Page 1 of 9 Pages CUSIP NO. 784413106 ------------------------------- - ------------------------------------------------------------------------------- 1) Names of Reporting Persons S.S. or I.R.S. Identification Nos. of Above Persons UM Investment Corporation 51-0266463 - ------------------------------------------------------------------------------- 2) Check the Appropriate Box if a Member of a Group (See Instructions) (a) [ ] (b) [ ] - ------------------------------------------------------------------------------- 3) SEC Use Only - ------------------------------------------------------------------------------- 4) Source of Funds (See Instructions) WC - ------------------------------------------------------------------------------- 5) Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e) [ ] - ------------------------------------------------------------------------------- 6) Citizenship or Place of Organization Delaware - ------------------------------------------------------------------------------- Number of Shares (7) Sole Voting Power Beneficially 312,100 Owned By Each ------------------------------------------------ Reporting (8) Shared Voting Power -- Person ------------------------------------------------ With (9) Sole Dispositive Power 312,100 ------------------------------------------------ (10) Shared Dispositive Power -- - ------------------------------------------------------------------------------- 11) Aggregate Amount Beneficially Owned by Each Reporting Person 312,100 - ------------------------------------------------------------------------------- 12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) [ ] - ------------------------------------------------------------------------------- 13) Percent of Class Represented by Amount in Row (11) 5.4% - ------------------------------------------------------------------------------- 14) Type of Reporting Person (See Instructions) CO ---------------------------------------------------------------------- - ------------------------------------------------------------------------------- 2 CUSIP NO. 784413106 ---------------------------------- - ------------------------------------------------------------------------------- 1) Names of Reporting Persons S.S. or I.R.S. Identification Nos. of Above Persons UM Holdings, Ltd. 22-1982496 - ------------------------------------------------------------------------------- 2) Check the Appropriate Box if a Member of a Group (See Instructions) (a) [ ] (b) [ ] - ------------------------------------------------------------------------------- 3) SEC Use Only - ------------------------------------------------------------------------------- 4) Source of Funds (See Instructions) WC - ------------------------------------------------------------------------------- 5) Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e) [ ] - ------------------------------------------------------------------------------- 6) Citizenship or Place of Organization New Jersey - ------------------------------------------------------------------------------- Number of Shares (7) Sole Voting Power Beneficially Zero Owned By Each ---------------------------------------------------- Reporting (8) Shared Voting Power Person Zero With ---------------------------------------------------- (9) Sole Dispositive Power Zero ---------------------------------------------------- (10) Shared Dispositive Power Zero - ------------------------------------------------------------------------------- 11) Aggregate Amount Beneficially Owned by Each Reporting Person Zero - ------------------------------------------------------------------------------- 12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) [ ] - ------------------------------------------------------------------------------- 13) Percent of Class Represented by Amount in Row (11) Zero - ------------------------------------------------------------------------------- 14) Type of Reporting Person (See Instructions) HC and CO ---------------------------------------------------------------------- - ------------------------------------------------------------------------------- 3 Item 1 - Security and Issuer This Statement relates to the common stock, $.20 par value ("Common Stock"), of SL Industries, Inc. ("SL"). The principal executive offices of SL are located at 520 Fellowship Road, Suite A-114, Mt. Laurel, New Jersey 08054. Item 2 - Identity and Background This Statement is filed jointly by UM Investment Corporation, a Delaware corporation ("UM Investment"), and UM Holdings, Ltd., a New Jersey corporation ("UM"). The principal business of UM Investment, which is a wholly-owned subsidiary of UM, is maintaining and managing investments. Its principal business and office address is 103 Springer Building, Concord Plaza, 3411 Silverside Road, Wilmington, Delaware 19810. UM is a holding company. Its wholly-owned subsidiaries provide services to the pharmaceutical industry, provide management services to providers of executive physicals and related services, manufacture and sell exercise equipment and operate a commercial airline. Its principal business and office address is 56 Haddon Avenue, Haddonfield, New Jersey 08033. John Aglialoro and Joan Carter, who are married, own substantially all of the outstanding capital stock of UM and accordingly are controlling persons. Schedule I hereto sets forth the following information with respect to such shareholders and each director and executive officer of UM and UM Investment (each of whom is a citizen of the United States): (a) name; (b) business address; (c) present principal occupation or employment and the name, principal business and address of any corporation or other organization in which such employment is conducted. During the past five years neither UM nor UM Investment nor, to the best of UM's knowledge, any person named in Schedule I has been convicted in a criminal proceeding (excluding 4 traffic violations or similar misdemeanors) or has been party to a civil proceeding as a result of which such person was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws. Item 3 - Source and Amount of Funds or Other Consideration. Internal funds in the approximate amount of $2,084,000 were utilized to fund the purchases of the shares of the Common Stock. Item 4 - Purpose of Transactions. UM's purpose in causing UM Investment to purchase the shares of Common Stock was to acquire an investment position in SL. UM does not believe that it has obtained, by its acquisition of the Common Stock, the ability to direct or materially influence management decisions. While UM does not have any specific level of desired stock ownership, it is UM's general intent to acquire from time to time additional shares of the Common Stock, if available at favorable prices. UM also intends to review its investment position from time to time. Depending upon such review, market and business conditions and other factors, UM may, rather than increase its position, choose to maintain the present level of investment or sell all or a portion of its shares of the Common Stock. Item 5- Interest in Securities of the Issuer. UM Investment beneficially owns 312,000 shares of the Common Stock, representing 5.4% of the outstanding Common Stock (based upon the outstanding shares as indicated in SL's most recent available filing with the Securities and Exchange Commission). UM Investment possesses the sole power to vote or to direct the vote and to dispose or to direct the disposition of all shares of Common Stock owned by it. Except as referred to above, neither UM nor UM Investment nor, to the best of UM's 5 knowledge, any of the persons listed on Schedule I hereto, beneficially owns any shares of Common Stock. Within the past 60 days, UM Investment purchased and sold shares of the Common Stock on the dates, in the amounts and at the prices set forth on Schedule II hereto. Each transaction was a market transaction by brokers acting on its behalf. No other transactions in the Common Stock were effected during the past 60 days by UM Investment or UM or, to the best of UM's knowledge, by any of the persons listed on Schedule I hereto. Item 6 - Contracts, Arrangements, Undertakings or Relationships with Respect to Securities of the Issuer. None. Item 7 - Material to be Filed as Exhibits. Exhibit 1 - Joint Filing Agreement dated July 18, 1996. After reasonable enquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. July 18, 1996 - ------------------------- Date /s/ John Aglialoro - ------------------------- Signature John Aglialoro Chairman UM Holdings, Ltd. and UM Investment Corporation - ------------------------- Name/Title 6 SCHEDULE I Shareholders, Directors and Executive Officers of UM and UM Investment
Relationship to UM and Principal Name Business Address UM Investment Occupation (1) - ---- ---------------- ------------- -------------- John Aglialoro UM Holdings, Ltd. Shareholder, Chairman 56 Haddon Avenue Director and of UM Haddonfield, NJ 08033 Executive Officer of UM and Director and Executive Officer of UM Investment Joan Carter UM Holdings, Ltd. Shareholder, President of UM 56 Haddon Avenue Director and Haddonfield, NJ 08033 Executive Officer of UM and Director and Executive Officer of UM Investment Arthur W. Hicks, Jr. UM Holdings, Ltd. Executive Officer of Chief Financial 56 Haddon Avenue UM and UM Investment Officer of UM Haddonfield, NJ 08033 James H. Carll Archer & Greiner Director of UM Member of the One Centennial Square Law Firm of Haddonfield, NJ 08033 Archer & Greiner
(1) Address of employer is same as the individual's business address. 7 SCHEDULE II UM INVESTMENT CORP. SL INDUSTRIES PRIOR SIXTY DAY PURCHASE AND SALE HISTORY # SHARES DATE PURCHASED/(SOLD) PRICE PER SHARE - ------ ---------------- --------------- 5/29/96 (2,000) $10 1/2 6/3/96 2,000 9 7/8 6/3/96 900 9 7/8 6/10/96 1,400 9 7/8 6/11/96 1,500 9 7/8 6/11/96 1,000 9 7/8 6/11/96 1,000 9 7/8 6/11/96 1,000 9 7/8 6/12/96 2,200 9 7/8 6/12/96 1,000 9 7/8 6/12/96 2,100 9 7/8 6/18/96 800 9 5/8 6/19/96 2,200 9 5/8 6/21/96 2,900 9 1/2 6/24/96 2,900 9 3/8 6/25/96 3,300 9 1/4 6/25/96 12,500 9.238 6/26/96 400 9 1/2 6/27/96 1,100 9 1/4 6/28/96 3,700 9 7/1/96 4,400 8 7/8 7/3/96 20,000 9.2406 7/2/96 1,000 8 3/4 7/18/96 1,900 8 1/2 7/18/96 5,000 8 3/8 7/18/96 25,000 8 3/4 8 EXHIBIT 1 JOINT FILING AGREEMENT In accordance with Rule 13d-1(f) under the Securities Exchange Act of 1934, the persons named below agree to the joint filing on behalf of each of them of a Statement on Schedule 13D (including amendments thereto) with respect to the common stock of SL Industries, Inc., and further agree that this Joint Filing Agreement be included as an Exhibit to such joint filings. In evidence thereof the undersigned, being duly authorized, hereby execute this Agreement this eighteenth day of July, 1996. UM HOLDINGS, LTD. By: ------------------------------------ John Aglialoro, Chairman UM INVESTMENT CORPORATION By: ------------------------------------ John Aglialoro, Chairman 9 -----END PRIVACY-ENHANCED MESSAGE-----