-----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, Rg8ICTrMt18Ze4ueK59lndli1W590/JWTAGvuEHgsKl0M1MJ3i9oqkrwGaGlGKvl HTNciJ46wf+x2APOc4L8Ng== 0000921895-02-000396.txt : 20020725 0000921895-02-000396.hdr.sgml : 20020725 20020725165622 ACCESSION NUMBER: 0000921895-02-000396 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20020725 ITEM INFORMATION: Other events ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 20020725 FILER: 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: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-04987 FILM NUMBER: 02711114 BUSINESS ADDRESS: STREET 1: 520 FELLOWSHIP ROAD STREET 2: SUITE A114 CITY: MT LAUREL STATE: NJ ZIP: 08054 BUSINESS PHONE: 8567271500 MAIL ADDRESS: STREET 1: 520 FELLOWSHIP ROAD STREET 2: SUITE A114 CITY: MT LAUREL STATE: NJ ZIP: 08054 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 FORMER COMPANY: FORMER CONFORMED NAME: SGL INDUSTRIES INC DATE OF NAME CHANGE: 19841008 8-K 1 form8k05380_07252002.htm sec document

                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549
                              --------------------

                                    FORM 8-K

                                 CURRENT REPORT

                     Pursuant to Section 13 or 15(d) of the

                         Securities Exchange Act of 1934


         Date of Report (Date of earliest event reported): July 25, 2002
                                                           -------------

                               SL INDUSTRIES, INC.
- --------------------------------------------------------------------------------
             (Exact name of registrant as specified in its charter)


       New Jersey                        1-4987              21-0682685
- --------------------------------------------------------------------------------
(State or other jurisdiction             (Commission         (IRS Employer
of incorporation)                        File Number)        Identification No.)


         520 Fellowship Road, Suite A114, Mount Laurel, New Jersey 08054
- --------------------------------------------------------------------------------
                    (Address of principal executive offices)


Registrant's telephone number, including area code:  (856) 727-1500
                                                     --------------

                                       N/A
- --------------------------------------------------------------------------------
         (Former name or former address, if changed since last report.)







Item 5.   Other Events.
          ------------

            On July 25, 2002, SL Industries, Inc. (the "Company") issued a press
release  announcing  certain  recent  developments  (a copy of which is attached
hereto as Exhibit 99.1), as follows:

I.          Termination of Financial  Advisory  Contract.
            --------------------------------------------

            On July 17,  2002,  the Company  received  notification  from Credit
Suisse First Boston  ("CSFB") that CSFB was terminating its engagement to act as
financial advisor to the Company with respect to the sale, merger, consolidation
or other  business  combination  of the Company.  CSFB also informed the Company
that the  termination  was primarily a result of an internal  reorganization  of
CSFB and does not relate to the Company. The Company has contacted several other
financial  advisors,  each of whom has expressed strong interest in representing
the  Company,  and the  Company  is  currently  interviewing  a  number  of such
financial  advisors  and  expects to retain one  shortly  to replace  CSFB.  The
Company  does not  anticipate a material  delay in the process of exploring  the
sale of all or a portion of the Company.

II.         Developments in Eaton Aeropace LLC v. SL Montevideo  Technology Inc.
            --------------------------------------------------------------------

            As  disclosed  in the  Company's  Annual  Report  on Form  10-K  and
Quarterly   Reports  on  Form  10-Q  filed  with  the  Securities  and  Exchange
Commission,  the Company's subsidiary, SL Montevideo Technology Inc. ("SL-MTI"),
is currently defending a cause of action, brought against it in the fall of 2000
in the federal district court for the western district of Michigan.  The lawsuit
was filed by Eaton  Aerospace  LLC  ("Eaton"),  alleging  breach of contract and
warranty in the defective  design and manufacture of a high precision motor. The
complaint seeks compensatory damages of approximately  $3,900,000.  Both parties
filed, briefed and argued cross-motions for summary judgment.  On July 18, 2002,
Eaton's  motion for partial  summary  judgment was granted to the limited extent
that the court found that  SL-MTI sold motors to Eaton with an express  warranty
and an  implied  warranty  of  merchantability  and the motion was denied in all
other  respects,  the  court  indicating  that the  nature  and  extent of those
warranties  would have to be decided  by the jury at trial.  Trial is  currently
schedule  for August 2002.  The Company  continues to believe that it has strong
defenses to these claims and intends to defend them vigorously.

III.        Developments  Regarding  Pennsauken  Facility.
            ----------------------------------------------

            On  June  12,  2002  the  Company  and  its  subsidiary  SL  Surface
Technologies,  Inc.  ("Surf  Tech"),  were served with notice of a  class-action
complaint  filed in Superior Court of New Jersey for Camden County.  The Company
and Surf Tech are currently two of  approximately  39 defendants in this action.
The complaint  alleges,  among other things,  that plaintiffs  suffered personal
injuries  as a result  of  consuming  contaminated  water  distributed  from the
Puchack Wellfield in Pennsauken, New Jersey (which supplies Camden, New Jersey).

            This case arises from the same factual  circumstances as the current
administrative actions involving the Puchack Wellfield, which involves Surf Tech
and  approximately  six  hundred  other  defendants,  and are  described  in the
Company's  Annual Report on Form 10-K and  Quarterly  Reports on Form 10-Q filed







with the Securities and Exchange Commission.  The administrative actions and the
class  action   lawsuit  both  allege  that  Surf  Tech  and  other   defendants
contaminated  ground  water  through the  disposal of  hazardous  substances  at
industrial  facilities  in the area.  Surf Tech once  operated a  chrome-plating
facility in Pennsauken (the "Surf Tech Site").

            As with the  administrative  actions,  the  Company  believes it has
significant  defenses against the class action plaintiffs' claims and intends to
pursue them vigorously.  Technical data generated as part of remedial activities
at the Surf Tech Site have not established  offsite  migration of  contaminants.
Based on this and other technical  factors,  the Company has been advised by its
outside  counsel that it has a strong defense  against the claims alleged in the
class action plaintiffs' complaint as well as the administrative actions.

Item 7.     Financial Statements and Exhibits.
            ---------------------------------

            (c)         Exhibits
                        --------

                        Exhibit No.             Exhibits
                        -----------             --------

                          99.1                  Press Release of SL  Industries,
                                                Inc. dated July 25, 2002.









                                    SIGNATURE


Pursuant  to the  requirements  of the  Securities  Exchange  Act of  1934,  the
Registrant  has duly  caused  this  report  to be  signed  on its  behalf by the
undersigned, hereunto duly authorized.


                                              SL INDUSTRIES, INC.


Dated:  July 25, 2002                         By: /s/ David R. Nuzzo
                                                  --------------------
                                                  David R. Nuzzo
                                                  Vice President Finance and
                                                  Administration
EX-99 3 ex99105380_07252002.htm sec document



                                  EXHIBIT 99.1

                                                           For Immediate Release



SL INDUSTRIES, INC. ANNOUNCES RECENT DEVELOPMENTS



            MT.  LAUREL,  NEW JERSEY,  JULY 25, 2002 . . . SL  INDUSTRIES,  INC.
(NYSE AND PHLX:SL)  today  announced that SL  Industries,  Inc. (the  "Company")
received  notification  from Credit  Suisse First Boston  ("CSFB") that CSFB had
terminated its engagement as financial  advisor to the Company.  The termination
was primarily the result of CSFB's internal  reorganization  and does not relate
to the Company. Warren Lichtenstein, Chairman and Chief Executive Officer of the
Company  stated,  "We regret  that CSFB is unable to  complete  its  assignment;
however,  we do not anticipate that this development will cause a material delay
in the process of exploring  the possible  sale of the Company.  The Company has
contacted  several  other  financial  advisors  which  have  expressed  a strong
interest in representing the Company and negotiations are in process."

            Lichtenstein  continued, "I would also like to take this opportunity
to discuss two recent legal developments.  First, in connection with the ongoing
litigation between Eaton Aerospace and the Company's  subsidiary,  SL Montevideo
Technology,  Inc. ("SL-MTI"), last week we received notice that the judge in the
case had  issued  several  rulings.  The  lawsuit  was filed by Eaton  Aerospace
alleging breach of contract and warranty in the defective design and manufacture
of  a  high  precision  motor.  The  complaint  seeks  compensatory  damages  of
approximately  $3,900,000.  Both parties filed, briefed and argued cross-motions
for summary  judgment.  On July 18,  2002,  Eaton's  motion for partial  summary
judgment was granted to the limited extent that the court found that SL-MTI sold
motors to Eaton  Aerospace with an express  warranty and an implied  warranty of
merchantability  and the  motion  was  denied in all other  respects,  the court
indicating  that the  nature  and  extent of those  warranties  would have to be
decided by the jury at trial.  Trial is currently  schedule for August 2002. The
Company  continues  to believe  that it has strong  defenses to these claims and
intends to defend them vigorously."

            "The second development  occurred on June 12, 2002, when the Company
and its subsidiary, SL Surface Technologies, Inc. ("Surf Tech") were served with
notice of a class  action  complaint  filed in Superior  Court of New Jersey for
Camden  County.  The Company and Surf Tech are  currently  two of  approximately
thirty-nine  defendants in this action.  The complaint  alleges that  plaintiffs
suffered  personal injuries as a result of consuming  contaminated  ground water
from the Puchack Wellfield caused by defendants disposal of hazardous substances
at various  industrial  sites in the area. Surf Tech once operated a facility in
the  area.  This  action  arises  from  the  same  factual  circumstances  as an
administrative  action for environmental  remediation of the Puchack  Wellfield,







which involves Surf Tech and approximately six hundred other defendants. As with
the  administrative  action,  the Company  believes it has significant  defenses
against  the  class  action  plaintiffs'  claims  and  intends  to  pursue  them
vigorously.  Technical data generated as part of remedial activities at the Surf
Tech Site have not established offsite migration of contaminants.  Based on this
and other technical factors, the Company has been advised by its outside counsel
that it has a strong  defense  against  the claims  alleged in the class  action
plaintiffs' complaint as well as the administrative actions."

            For a further  description  of Eaton  Aerospace LLC v. SL Montevideo
Technology,  Inc.  and the  referenced  administrative  action,  please  see the
Company's  Annual  Report on Form 10-K and  Quarterly  Reports on Form 10-Q,  as
filed with the Securities and Exchange Commission.

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.


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, including those described above and the following: the effectiveness of
the cost reduction initiatives undertaken by the Company,  changes in demand for
the  Company's  products,  product  mix,  the  timing  of  customer  orders  and
deliveries,  the impact of  competitive  products  and pricing,  constraints  on
supplies of critical  components,  excess or  shortage of  production  capacity,
difficulties  encountered in the  integration  of acquired  businesses and other
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.

                                    * * * * *
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