SC TO-T/A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

____________________

SCHEDULE TO

TENDER OFFER STATEMENT UNDER SECTION 14(D)(1) OR 13(E)(1)

OF THE SECURITIES EXCHANGE ACT OF 1934

(Amendment No. 4)

____________________

SL INDUSTRIES, INC.

(Name of Subject Company (Issuer))

____________________

HANDY & HARMAN LTD.

and

HANDY & HARMAN GROUP LTD.,

its wholly owned subsidiary

and

SLI ACQUISITION CO.,

its wholly owned subsidiary

(Names of Filing Persons (Offerors))

____________________

STEEL PARTNERS HOLDINGS L.P.

STEEL PARTNERS HOLDINGS GP INC.

DGT HOLDINGS CORP.

WARREN G. LICHTENSTEIN

(Names of Filing Persons (Other Persons))

____________________

COMMON STOCK, PAR VALUE $0.20 PER SHARE

(Title of Class of Securities)

____________________

784413106

(CUSIP Number of Class of Securities)

____________________

Jack L. Howard

Steel Partners Holdings L.P.

590 Madison Avenue, 32nd Floor

New York, New York 10022

(212) 520-2300

 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications on Behalf of Filing Persons)

____________________

With a copy to:

Steve Wolosky, Esq.

Olshan Frome Wolosky LLP

1325 Avenue of the Americas

New York, New York 10019

(212) 451-2300

____________________

CALCULATION OF FILING FEE

Transaction Valuation*	Amount of Filing Fee**
$163,244,295.00	$16,438.70

* Estimated solely for purposes of calculating the filing fee. This calculation is based on the offer to purchase all of the issued and outstanding shares of common stock, par value $0.20 per share, of SL Industries Inc. (the “Company”), at a purchase price of $40.00 per share in cash, without interest thereon and subject to any required tax withholding. The underlying value of the transaction was calculated based on the sum of: (i) 3,969,560 issued and outstanding shares of common stock of the Company, multiplied by $40.00 per share; (ii) 125,890 shares of common stock of the Company underlying outstanding options with an exercise price that is less than $40.00 per share, multiplied by $16.77 per share (which is equal to the difference between $40.00 and $23.23, the weighted average exercise price of such options); (iii) 43,768 shares of common stock of the Company underlying outstanding restricted stock units, multiplied by $40.00 per share; and (iv) 15,000 restricted shares of common stock of the Company, multiplied by $40.00 per share. The foregoing numbers of shares of common stock, options, restricted stock units and restricted shares of common stock have been provided by the issuer to the offeror and are as of the close of business on April 20, 2016, the most recent practicable date. The filing fee was determined by multiplying 0.0001007 by the proposed maximum aggregate value of the transaction of $163,244,295.

** The filing fee was calculated in accordance with Rule 0-11 under the Securities Exchange Act of 1934, as amended, and Fee Rate Advisory No. 1 for Fiscal Year 2016,  issued August 27, 2015, by multiplying the transaction value by 0.0001007.

x Check box if any part of the fee is offset as provided by Rule 0-11(a)(2) and identify the filing with which the offsetting fee was previously paid. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.

Amount Previously Paid: $16,438.70	Filing Party: Handy & Harman Ltd., Handy                      & Harman Group Ltd. and SLI                      Acquisition Co.
Form or Registration No.: Schedule TO (File No. 005-34262)	Date Filed: April 21, 2016

¨ Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer.

Check the appropriate boxes below to designate any transactions to which the statement relates:

ý third-party tender offer subject to Rule 14d-1

¨ issuer tender offer subject to Rule 13e-4

ý going-private transaction subject to Rule 13e-3

¨ amendment to Schedule 13D under Rule 13d-2

Check the following box if the filing is a final amendment reporting the results of the tender offer.  ¨

If applicable, check the appropriate box(es) below to designate the appropriate rule provision(s) relied upon:

¨ Rule 13e-4(i) (Cross-Border Issuer Tender Offer)

¨ Rule 14d-1(d) (Cross-Border Third-Party Tender Offer)

This Amendment No. 4 amends and supplements the Tender Offer Statement on Schedule TO originally filed with the Securities and Exchange Commission (the “SEC”) on April 21, 2016 (as amended, the “Schedule TO”) by Handy & Harman Ltd., a Delaware corporation (“Parent”), Handy & Harman Group Ltd., a Delaware corporation and a wholly owned subsidiary of Parent (“Purchaser”), and SLI Acquisition Co., a Delaware corporation and a wholly owned subsidiary of Purchaser (“Acquisition Sub”). The Schedule TO relates to the offer to purchase all of the issued and outstanding shares of common stock, par value $0.20 per share (the “Shares”), of SL Industries, Inc., a Delaware corporation (the “Company”), at a purchase price of $40.00 per Share in cash (the “Offer Price”), without interest thereon and subject to any required tax withholding, upon the terms and subject to the conditions set forth in the Offer to Purchase, dated April 21, 2016 (the “Offer to Purchase”), and in the related Letter of Transmittal (the “Letter of Transmittal”), copies of which are attached to the Schedule TO filed with the SEC as Exhibits (a)(1)(A) and (a)(1)(B), respectively (which, together with any amendments or supplements thereto, collectively constitute the “Offer”). Capitalized terms used but not otherwise defined herein shall have the meanings given to them in the Offer to Purchase.

This Amendment No. 4 should be read together with the Schedule TO.  The following amendments and supplements to the Items of the Schedule TO are hereby made.

Items 1 through 9 and Items 11 and 13.

Items 1 through 9 and Items 11 and 13 of the Schedule TO are hereby amended and supplemented as follows:

“On May 26, 2016, Acquisition Sub extended the Offer until 5:00 p.m., New York City time, on May 31, 2016, unless further extended.

The Depositary advised that as of 12:00 midnight, New York City time, on May 25, 2016, approximately 2,786,108 Shares had been validly tendered and not validly withdrawn pursuant to the Offer, representing approximately 70.2% percent of the outstanding Shares and 60.5% of the outstanding Shares not owned by Parent or any of its affiliates. In addition, as of such time, Notices of Guaranteed Delivery had been delivered for 326 Shares, representing less than 1% of the outstanding Shares.

The press release announcing the extension of the Offer, issued by Parent on May 26, 2016, is attached as Exhibit (a)(5)(C) hereto and is incorporated herein by reference.”

Item 12.                      Exhibits.

Item 12 of the Schedule TO is hereby amended and supplemented by adding the following exhibit:

Exhibit No.	Description
(a)(5)(C)	Press release issued by Handy & Harman Ltd. on May 26, 2016.*

*           Filed herewith.

SIGNATURES

After due inquiry and to the best knowledge and belief of the undersigned, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.

Date: May 26, 2016

HANDY & HARMAN LTD.
By:	/s/ Douglas Woodworth
	Name:	Douglas Woodworth
	Title:	Chief Financial Officer

HANDY & HARMAN GROUP LTD.
By:	/s/ Douglas Woodworth
	Name:	Douglas Woodworth
	Title:	Senior Vice President

SLI ACQUISITION CO.
By:	/s/ Douglas Woodworth
	Name:	Douglas Woodworth
	Title:	Chief Financial Officer

STEEL PARTNERS HOLDINGS L.P.
By:	Steel Partners Holdings GP Inc.
	General Partner
By:	/s/ Douglas Woodworth
	Name:	Douglas Woodworth
	Title:	Chief Financial Officer

STEEL PARTNERS HOLDINGS GP INC.
By:	/s/ Douglas Woodworth
	Name:	Douglas Woodworth
	Title:	Chief Financial Officer

DGT HOLDINGS CORP.
By:	/s/ Douglas Woodworth
	Name:	Douglas Woodworth
	Title:	Chief Financial Officer

/s/ Warren G. Lichtenstein

WARREN G. LICHTENSTEIN

EX-99.(A)(5)(C)

Exhibit (a)(5)(C)

HANDY & HARMAN LTD. EXTENDS TENDER OFFER FOR ALL OUTSTANDING SHARES OF SL INDUSTRIES, INC.

WHITE PLAINS, New York – May 26, 2016 — Handy & Harman Ltd. (NASDAQ: HNH) (“HNH”), a diversified global industrial company, announced today that it has extended its tender offer, through a wholly owned subsidiary, to purchase all of the outstanding shares of SL Industries, Inc. (NYSE MKT: SLI) (“SLI”), a leading manufacturer of high-performance power solutions, for $40.00 per share in cash. All terms and conditions of the tender offer, other than the expiration date, remain the same.

Unless extended further, the tender offer will now expire at 5:00 p.m., New York City time, on May 31, 2016 (the “Expiration Date”).  The tender offer was previously scheduled to expire at 12:00 midnight, New York City time, on May 25, 2016.  The tender offer was extended in accordance with the terms of the merger agreement between HNH and SLI and applicable SEC guidance relating to amendments to the tender offer materials filed with the SEC in connection with the conclusion of the SEC’s ordinary course review process.  The extension of the tender offer will also permit the acceptance of late tenders.

As of 12:00 midnight, New York City time, on May 25, 2016, approximately 2,786,108 shares had been validly tendered and not withdrawn, representing approximately 70.2% of SLI’s outstanding shares of common stock and approximately 60.5% of SLI’s outstanding shares not owned by HNH or any of its affiliates. Consummation of the tender offer is subject to certain conditions, including the tender of a number of shares that constitutes at least (1) a majority of SLI’s outstanding shares and (2) 60% of SLI’s outstanding shares not owned by HNH or any of its affiliates, as well as other customary conditions.  Given the number of shares validly tendered to date and provided that the other offer conditions remain satisfied, HNH anticipates completing the tender offer on the scheduled Expiration Date.

As promptly as practicable following the completion of the tender offer, HNH will acquire all remaining SLI shares through a merger of one of its wholly owned subsidiaries into SLI at the tender offer price.

On April 21, 2016, HNH filed with the SEC a Tender Offer Statement on Schedule TO that sets forth in detail the terms of the tender offer. Additionally, SLI has filed with the SEC a Solicitation/Recommendation Statement on Schedule 14D-9 that includes the unanimous recommendation of SLI’s special committee of independent directors, and the board of directors, that SLI stockholders accept the tender offer and tender their SLI shares.

The information agent for the tender offer is MacKenzie Partners, Inc. SLI stockholders who need additional copies of the Offer to Purchase, Letter of Transmittal or related materials or who have questions regarding the tender offer should contact MacKenzie Partners, Inc. toll free at (800) 322-2885.

American Stock Transfer & Trust Company, LLC is acting as depositary for the tender offer.

Important Information

This press release is for informational purposes only and it is neither an offer to purchase nor a solicitation of an offer to sell shares of SLI’s common stock. HNH has filed a Tender Offer Statement on Schedule TO, containing an Offer to Purchase, a form of Letter of Transmittal and other related tender offer documents with the SEC, and SLI has filed a Solicitation/Recommendation Statement on Schedule 14D-9 and a Schedule 13E-3 Transaction Statement relating to such tender offer with the SEC. SLI’s stockholders are strongly advised to read these tender offer materials carefully and in their entirety, as they may be amended from time to time, because they contain important information about such tender offer that SLI’s stockholders should consider prior to making any decisions with respect to such tender offer.SLI’s stockholders may obtain a free copy of these documents at the website maintained by the SEC at www.sec.gov or by directing a request to the Information Agent at (800) 322-2885.

Forward-Looking Statements

Statements in this press release regarding the proposed transaction between HNH and SLI, the expected timetable for completing the transaction, future financial and operating results, benefits of the transaction, future opportunities for HNH’s and SLI’s businesses and any other statements by management of HNH and SLI concerning future expectations, beliefs, goals, plans or prospects constitute forward-looking statements.  Generally, forward-looking statements include expressed expectations, estimates and projections of future events and financial performance and the assumptions on which these expressed expectations, estimates and projections are based.  Statements that are not historical facts, including statements about the beliefs and expectations of the parties and their management, are forward-looking statements.  All forward-looking statements are inherently uncertain as they are based on various expectations and assumptions about future events, and they are subject to known and unknown risks and uncertainties and other factors that can cause actual events and results to differ materially from historical results and those projected.  Risks and uncertainties include the satisfaction of closing conditions for the transaction; the possibility that the transaction will not be completed, or if completed, not completed on a timely basis; the ability of HNH to successfully integrate SLI’s business; and the risk that the expected benefits of the transaction may not be realized or maintained.

Neither HNH nor SLI can give any assurance that any of the transactions contemplated by the merger agreement will be completed or that the conditions to the tender offer will be satisfied. A further list and description of additional business risks, uncertainties and other factors can be found in HNH’s Annual Report on Form 10-K for the fiscal year ended December 31, 2015, SLI’s Annual Report on Form 10-K for the fiscal year ended December 31, 2015, as well as other filings by HNH and SLI with the SEC. Copies of these filings, as well as subsequent filings, are available online at www.sec.gov. Many of the factors that will determine the outcome of the transaction are beyond HNH’s or SLI’s ability to control or predict. Neither HNH nor SLI undertakes to update any forward-looking statements as a result of new information or future events or developments.

About Handy & Harman Ltd.

Handy & Harman Ltd. is a diversified manufacturer of engineered niche industrial products with leading market positions in many of the markets it serves. Through its wholly-owned operating subsidiaries, HNH focuses on high margin products and innovative technology and serves customers across a wide range of end markets. HNH’s diverse product offerings are marketed throughout the United States and internationally.

HNH’s companies are organized into five businesses: Joining Materials, Tubing, Building Materials, Performance Materials, and Kasco.

HNH sells its products and services through direct sales forces, distributors, and manufacturer's representatives. HNH serves a diverse customer base, including the construction, electrical, electronics, transportation, utility, medical, oil and gas exploration, aerospace and defense, and food industries.

HNH’s business strategy is to enhance the growth and profitability of the HNH business units and to build upon their strengths through internal growth, the Steel Business System and strategic acquisitions. Management expects HNH to continue to focus on high margin products and innovative technology. Management has evaluated and will continue to evaluate, from time to time, potential strategic and opportunistic acquisition opportunities, as well as the potential sale of certain businesses and assets.

HNH is based in White Plains, N.Y., and its common stock is listed on the NASDAQ Capital Market under the symbol HNH. Website: www.handyharman.com

Contact

Douglas Woodworth, Senior Vice President and Chief Financial Officer

212-520-2300

dwoodworth@steelpartners.com

About SL Industries

SL Industries, Inc. designs, manufactures and markets power electronics, motion control, power protection, power quality electromagnetic equipment, and custom gears and gearboxes that are used in a variety of medical, commercial and military aerospace, computer, datacom, industrial, architectural and entertainment lighting, and telecom applications. For more information about SL Industries, Inc. and its products, please visit its web site at www.slindustries.com.

Contact

Louis J. Belardi, Chief Financial Officer

856-727-1500 x 5525

louis.belardi@slindustries.com