SL INDUSTRIES INC, DEF 14A, 1995-10-12

SL INDUSTRIES INC
DEF 14A, 1995-10-12
ELECTRIC LIGHTING & WIRING EQUIPMENT

Previous: FUQUA ENTERPRISES INC, 8-K, 1995-10-12

Next: SHELDAHL INC, 10-K405, 1995-10-12

<PAGE> 1

SCHEDULE 14A INFORMATION

PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES
EXCHANGE ACT OF 1934 (AMENDMENT NO. )

Filed by the Registrant /X/

Filed by a Party other than the Registrant / /

Check the appropriate box:

<TABLE>
<S> <C>
/ / Preliminary Proxy Statement / / Confidential, for Use of the Commission
Only (as permitted by Rule 14a-6(e)(2))
/X/ Definitive Proxy Statement
/ / Definitive Additional Materials
/ / Soliciting Material Pursuant to
sec.240.14a-11(c) or sec.240.14a-12
</TABLE>

SL INDUSTRIES, INC.
- - --------------------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)

- - --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

/X/ $125 per Exchange Act Rules 0-11(c)(1)(ii), or 14a-6(i)(1), or 14a-6(i)(2)
or Item 22(a)(2) of Schedule 14A.

/ / $500 per each party to the controversy pursuant to Exchange Act Rule
14a-6(i)(3).

/ / Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.

(1) Title of each class of securities to which transaction applies:

(2) Aggregate number of securities to which transaction applies:

(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the
filing fee is calculated and state how it was determined):

(4) Proposed maximum aggregate value of transaction:

(5) Total fee paid:

/ / Fee paid previously with preliminary materials.

/ / 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:

(2) Form, Schedule or Registration Statement No.:

(3) Filing Party:

(4) Date Filed:
<PAGE> 2
[SL INDUSTRIES, INC. LOGO]

October 12, 1995

DEAR SHAREHOLDER:

You are cordially invited to attend the Annual Meeting of Shareholders of
SL INDUSTRIES, INC., on Friday, November 17, 1995, at 10:00 in the morning. The
meeting will be held in the Grand Salon at the Ramada Regency Palace, Route 73
and Fellowship Road, Mt. Laurel, New Jersey, followed by brunch in the Regency
Ballroom.

At this meeting, the shareholders will elect seven directors to serve
during the ensuing year, will vote on an amendment to the 1991 Long Term
Incentive Plan, the appointment of a certified public accounting firm to serve
as the Company's auditors for the fiscal year 1996, and a shareholder proposal
restricting the selection of directors, and will consider such other business as
may properly come before the meeting.

We look forward to the attendance of our shareholders because it provides
us with an opportunity for hearing your views and for holding informal
discussions during the ensuing brunch concerning the progress of SL INDUSTRIES,
INC.

YOUR PROXY IS IMPORTANT TO ASSURE A QUORUM AT THE MEETING.

WHETHER OR NOT YOU EXPECT TO ATTEND THE MEETING, PLEASE BE SURE THAT THE
ENCLOSED PROXY CARD IS PROPERLY COMPLETED, DATED, SIGNED AND RETURNED WITHOUT
DELAY IN THE ENCLOSED ENVELOPE, WHICH REQUIRES NO POSTAGE IF MAILED IN THE
UNITED STATES.

Sincerely yours,

/s/ OWEN FARREN
--------------------
OWEN FARREN
President and Chief Executive Officer
<PAGE> 3

SL INDUSTRIES, INC.

Corporate Office: SUITE 306-C, 520 FELLOWSHIP ROAD,
MT. LAUREL, NJ 08054

NOTICE OF ANNUAL MEETING OF SHAREHOLDERS

NOTICE is hereby given that the Annual Meeting of Shareholders of SL
INDUSTRIES, INC., will be held at the Ramada Regency Palace, Route 73 and
Fellowship Road, Mt. Laurel, New Jersey, on Friday, November 17, 1995, at 10:00
in the morning for the following purposes:

1. To elect seven directors for the ensuing year;

2. To amend the 1991 Long Term Incentive Plan;

3. To take action on the appointment of a certified public accounting
firm to serve as the Company's auditors; and,

4. To act upon a resolution, proposed by a certain shareholder, and
which is opposed by management, to require that certain requirements be met
by persons nominated to serve as directors of the Company.

5. To transact such other business as may properly come before the
meeting.

The Board of Directors has fixed the close of business on September 18,
1995, as the record date for the determination of the shareholders entitled to
notice of and to vote at the meeting.

By Order of the Board of Directors

/s/ TED D. TAUBENECK
-----------------------
Ted D. Taubeneck
Secretary

October 12, 1995
<PAGE> 4

SL INDUSTRIES, INC.
SUITE 306-C
520 FELLOWSHIP ROAD
MOUNT LAUREL, NJ 08054

PROXY STATEMENT

This Proxy Statement is furnished in connection with the solicitation of
proxies by and on behalf of the Board of Directors of SL Industries, Inc. (the
"Company"), for use at the Annual Meeting of Shareholders on November 17, 1995,
and at any adjournment thereof (the "Annual Meeting"). The Annual Meeting has
been called to consider and vote upon the election of seven Directors, an
amendment to the 1991 Long Term Incentive Plan, the appointment of Arthur
Andersen LLP as the Company's auditors for the fiscal year 1996, a shareholder
proposal restricting the selection of directors, and such other business as may
properly come before the meeting. The Company's By-Laws require written notice
21 calendar days in advance of the Annual Meeting to raise business at the
Annual Meeting, including the nomination of Directors. Shareholders were sent
the complete text of such By-Law provision by letter dated September 8, 1992.
Any shareholder wishing an additional copy of such provision should call the
Secretary of the Company. This Proxy Statement and the enclosed form of proxy
are being mailed to shareholders on or about October 12, 1995.

VOTING BY SHAREHOLDERS

Only holders of record of the Company's Common Stock, par value $.20 per
share (the "Common Stock"), at the close of business on September 18, 1995, are
entitled to receive notice of and vote at the Annual Meeting.

Shares cannot be voted at the Annual Meeting unless the owner thereof is
present in person or represented by proxy. When a proxy in the accompanying form
is returned, properly dated and executed, the shares represented thereby will be
voted at the Annual Meeting and, if a shareholder specifies a choice with
respect to any matter to be acted upon, such shares will be voted in accordance
with the specifications so made. A proxy may be revoked at any time prior to
being voted by filing a written notice of revocation with the Secretary or by
presentation of a subsequent proxy.

The proxy tabulation will be done by our transfer agent and proxies should
be returned in the enclosed business reply envelope. The cost of soliciting
proxies will be borne by the Company. In addition to solicitations by mail, a
number of directors, officers and other employees of the Company and of its
subsidiaries may (without additional compensation) solicit proxies in person or
by telephone, telex, facsimile or other electronic means. The Company has also
retained MacKenzie Partners, Inc., for a fee of $3,500, to aid in the
solicitation of proxies.

On the record date, September 18, 1995, there were 5,656,312 shares of
Common Stock of the Company outstanding. All outstanding shares are of one
class. Shareholders have the right to cast one vote for each share held on the
record date as to each matter presented at the meeting, except that there is
cumulative voting in the election of directors.

Cumulative voting means that each shareholder may cast a number of votes
equal to the number of his or her shares multiplied by the number of directors
to be elected (seven at this Annual Meeting) and that he or she may cast all of
such votes for a single director or may distribute them among the number to be
elected or any two or more of them as he or she may see fit. If a shareholder
wishes to distribute his or her cumulative votes in a specific manner, the proxy
card should be marked to indicate clearly how the votes are to be distributed
among the nominees. For example, the shareholder may write on the proxy card the
number of votes to be cast next to the name of the Director or Directors for
whom the shareholder desires to cast such votes. Unless indicated to the
contrary, if a shareholder strikes out the name of a nominee all the cumulative
votes of such shareholder which were otherwise distributable among all of the
nominees will instead be distributed among the remaining nominees in the
discretion of the proxy holders named therein as described below. For example,
if a shareholder owns 10 shares and strikes out the name of one of the seven
nominees
<PAGE> 5

listed on the proxy card, all of such shareholder's 70 cumulative votes will be
distributed among the remaining six nominees at the discretion of the proxy
holders. THE SEVEN CANDIDATES RECEIVING THE HIGHEST NUMBER OF VOTES SHALL BE
ELECTED.

OTHER THAN THE ELECTION OF DIRECTORS, AND EXCEPT AS NOTED AT PAGE 14 OF
THIS PROXY STATEMENT WITH REGARD TO PROPOSAL 2, EACH MATTER TO BE SUBMITTED TO
THE SHAREHOLDERS REQUIRES THE AFFIRMATIVE VOTE OF A MAJORITY OF THE VOTES CAST
AT THE MEETING. FOR PURPOSES OF DETERMINING THE NUMBER OF VOTES CAST WITH
RESPECT TO ANY VOTING MATTER, ONLY THOSE CAST "FOR" OR "AGAINST" ARE INCLUDED.
ABSTENTIONS AND BROKER NON-VOTES ARE COUNTED ONLY FOR THE PURPOSE OF DETERMINING
WHETHER A QUORUM IS PRESENT AT THE MEETING.

All shares represented by each properly executed unrevoked proxy received
prior to the Annual Meeting will be voted in accordance with the instructions
specified therein, or in the absence of appropriate instructions, for Proposals
2 and 3 and against Proposal 4. With respect to the election of directors, where
no vote is specified or where a vote FOR proposal 1 is marked, unless contrary
instructions are set forth on the proxy card, the cumulative votes represented
by a proxy will be cast for all or fewer than all of the nominees at the
discretion of the proxy holders named therein in order to elect as many nominees
as believed possible under the then prevailing circumstances. At the present
time, the Board has not determined any specific order in which it intends to
distribute votes among its nominees.

The Board of Directors does not know of any business to properly come
before the Annual Meeting, other than that set forth in the Notice of Annual
Meeting of Shareholders. Should any matters properly come before the Annual
Meeting or any adjournment thereof, for which specific authority has not been
solicited from the shareholders, then, to the extent permissible by law, the
persons voting the proxies will use their discretionary authority to vote
thereon in accordance with their best judgment.

2
<PAGE> 6

PRINCIPAL SHAREHOLDERS OF THE COMPANY

The following table sets forth information with respect to each person
known to the Company to be the beneficial owner of more than 5% of the Company's
outstanding shares of Common Stock as of September 18, 1995:

<TABLE>
<CAPTION>
SHARES PERCENT OF
BENEFICIALLY OUTSTANDING
NAME AND ADDRESS OWNED SHARES
---------------- ----- ------
<S> <C> <C>
Dimensional Fund Advisors Inc.................... 425,800* 7.5%
1299 Ocean Avenue
11th floor
Santa Monica, CA 90401
</TABLE>

- - ---------------
* Dimensional Fund Advisors Inc. ("Dimensional"), a registered investment
advisor, is deemed to have beneficial ownership of 425,800 shares of SL
Industries, Inc., stock as of June 30, 1995, all of which shares are held in
portfolios of DFA Investment Dimensions Group Inc., a registered open-end
investment company, or in series of the DFA Investment Trust Company, a
Delaware business trust, or the DFA Group Trust and DFA Participation Group
Trust, investment vehicles for qualified employee benefit plans, all of which
Dimensional Fund Advisors, Inc., serves as investment manager. Dimensional
disclaims beneficial ownership of all such shares.

SHARE OWNERSHIP OF DIRECTORS AND OFFICERS

The following table sets forth information regarding the Company's Common
Stock beneficially owned by all directors and officers of the Company as a group
(9 individuals) as of September 18, 1995:

<TABLE>
<CAPTION>
AMOUNT BENEFICIALLY PERCENTAGE
OWNED OUTSTANDING SHARES
----- ------------------
<S> <C>
764,992* 13.5%
</TABLE>

- - ---------------
* Includes 289,360 shares which six directors and officers have the right to
acquire, at any time, upon the exercise of nonqualified and incentive stock
options granted by the Company. Except for 235,085 shares, as to which certain
directors and officers share voting and investment power, the directors and
officers have sole voting and investment power as to the shares beneficially
owned by them.

ELECTION OF DIRECTORS

At the Annual Meeting, seven persons will be elected to serve as the
Company's Board of Directors until the next Annual Meeting of Shareholders and
until their successors shall have been elected and qualified. It is intended
that shares represented by proxies will be voted in favor of the election of all
the following persons, except that the cumulative votes represented by proxies
will be cast for all or fewer than all of the nominees for director at the
discretion of the proxy holders named therein in order to elect as many nominees
as possible under the circumstances prevailing at the meeting. Discretionary
authority to so cumulate votes is hereby solicited. Each of the nominees has
consented to be named as a nominee in this Proxy Statement and to serve as a
director, if elected. Each of the nominees is at present a member of the Board
of Directors of the Company. In the event that any of the nominees for director
should become unavailable to serve as such, the proxies may be voted for such
substitute or substitutes as may be nominated by the Board of Directors of the
Company.

The following table sets forth the name of each nominee for election to the
Board of Directors, his age, principal occupation and the name and principal
business of any corporation or organization in which such occupation is carried
on, the period during which he has served as director, and the number of shares
of Common Stock beneficially owned directly or indirectly by him as of September
18, 1995.

3
<PAGE> 7

<TABLE>
<CAPTION>
SHARES OF
COMMON STOCK
BENEFICIALLY
SERVED OWNED ON PERCENTAGE
CONTINUOUSLY SEPTEMBER OF
NAME PRINCIPAL OCCUPATION FOR AS DIRECTOR 18, OUTSTANDING
OF NOMINEE AGE FIVE YEARS AND DIRECTORSHIPS SINCE 1995 SHARES
- - ---------------------- ---- -------------------------------------------- ------------ ----------- -----------
<S> <C> <C> <C> <C> <C>
J. Dwane Baumgardner (55) Chairman of Donnelly Corporation, Inc., a 1990 19,267(a) *
(1)(3)(4) manufacturing company in Holland, Michigan,
since 1986; Chief Executive Officer since
1982.
Owen Farren (44) President and Chief Executive Officer of the 1991 166,915(b) 3.0%
(1)(4) Company since April 1991; from May 1990 to
April 1991, Executive Vice President of the
Company; from 1987 to 1990, President of the
Simco Company, Inc. (a subsidiary of
Illinois Tool Works), a manufacturing
company in Hatfield, Pennsylvania.
Edward A. Gaugler (76) An original founder of the Company, served 1993 180,540(c) 3.2%
(2) as President from 1956 to 1960 and as
director from 1956 to 1967; retired for more
than five years.
George R. Hornig (41) Managing Director of Deutsche Morgan 1992 18,267(d) *
(3)(4) Grenfell (Investment bankers) since 1993;
from 1991 to 1993, President and COO of
Dubin & Swieca Holdings, Inc. (money
managers); from 1988 to 1991, Managing
Director, COO and Co-founder of Wasserstein
Perella & Co., Inc. (investment bankers).
Warren G. Lichtenstein (30) Chairman and director of WGL Capital Corp., 1993 247,000(e) 4.4%
(2) a general partner of Steel Partners, L.P.
(private investment partnership), a Delaware
limited partnership since 1990. Chairman and
a director of Steel Partners, Ltd., the
general partner of Steel Partners
Associates, L.P., which is the general
partner of Steel Partners II, L.P. (private
investment partnership), a Delaware limited
partnership, since 1993. Director of Gateway
Industries, Inc. (new business ventures)
since 1994. Director of Alpha Technologies
Group, Inc. (thermal management products and
connectors) since 1993.
Salvatore J. Nuzzo (64) Chairman of the Company since September 1988 27,826(f) *
(1)(2) 1993; Chairman and part owner of Marine
Mechanical Corporation from March 1994 to
present; Chairman of the Board of
Technautics Corporation, a manufacturing
company in Cleveland, Ohio, from April 1991
to March 1994; and CEO from April 1991 to
December 1992; retired between March 1988
and April 1991; Director of Avnet
Corporation, a distribution company in New
York, New York and Bath Iron Works, Bath,
Maine.
Robert J. Sanator (65) Dean, College of Management Long Island 1993 5,000 *
(2)(3) University, from April 1991 to present. From
April 1986 to March 1991, President and CEO
of Geotel, Inc.(5), an electronics company.
</TABLE>

- - ---------------
(1) Member of the Executive Committee.

(2) Member of the Audit Committee.

(3) Member of the Compensation Committee.

(4) Member of the Nominating Committee.

(5) Geotel, Inc. -- filed a petition seeking relief under Chapter 11 of the
Federal Bankruptcy Code on March 21, 1991.

(6) Except as indicated in the footnotes below, each nominee for director has
sole voting and investment power with respect to the shares shown as
beneficially owned by such nominee.

* Less than one percent (1%).

(a) Includes 17,267 shares which Mr. Baumgardner has the right to acquire at any
time upon exercise of nonqualified stock options granted in fiscal years
1994, 1995 and 1996.

4
<PAGE> 8

(b) Includes 69 shares owned jointly by Mr. Farren and his wife, who share
voting and investment power, 6,200 shares held in an IRA for Mr. Farren,
15,646 shares beneficially owned as a participant in the Company's Savings
and Pension Plan, and 110,000, 15,000, 10,000 and 10,000 shares which Mr.
Farren has the right to acquire, at any time, upon the exercise of
nonqualified and qualified stock options granted in fiscal years 1991, 1993,
1994, and 1995, respectively.

(c) Such shares do not include shares which are owned by Mr. Gaugler's wife, as
to which such director disclaims any beneficial ownership.

(d) Includes 17,267 shares which Mr. Hornig has the right to acquire at any time
upon exercise of nonqualified stock options granted in fiscal years 1994,
1995 and 1996.

(e) Includes 230,700 shares which Steel Partners, L.P., beneficially owns and in
which Mr. Lichtenstein has a beneficial interest.

(f) Includes 24,826 shares which Mr. Nuzzo has the right to acquire at any time
upon exercise of nonqualified stock options granted in fiscal years 1994,
1995 and 1996.

5
<PAGE> 9

THE BOARD OF DIRECTORS

The Company's Board of Directors has established the following standing
committees: the Executive Committee, the Audit Committee, the Nominating
Committee and the Compensation Committee. The Executive Committee, which did not
meet during the fiscal year 1995, has and may exercise all the authority of the
Board except that the committee cannot make, alter or repeal any By-law of the
Corporation, elect or appoint any director or remove any officer or director,
submit to shareholders any action that requires shareholder approval, or amend
or repeal any resolution previously adopted by the Board which by its terms is
amendable or repealable only by the Board. The Audit Committee, which met four
times during fiscal year 1995, recommends the selection of independent auditors,
reviews the scope and results of the annual audit, approves nonaudit services to
be provided by the independent auditors and reviews reports of the independent
auditors and of quarterly financial results. The Nominating Committee, which met
one time in fiscal year 1995, was constituted on July 14, 1992, to recommend the
number and name of persons to be elected by the shareholders as directors of the
Company. At the present time there is no procedure by which shareholders can
recommend nominees to be considered by the Nominating Committee. The
Compensation Committee, which met one time during the fiscal year 1995,
recommends the compensation to be paid to executive officers and the stock
options to be granted to key employees under the Company's 1991 Long Term
Incentive Plan (see Compensation Committee Report). The Board of Directors of
the Company met seven times during the fiscal year 1995. Each member of the
Board attended at least seventy-five percent of the meetings of the Board of
Directors and Committees thereof, if a member.

Directors are paid $3,000 quarterly retainer fees (with the exception of
Mr. Nuzzo, whose quarterly retainer fee was increased to $4,500 effective
September, 1994), and $500 for each Board and each Committee meeting attended.
Effective November 1, 1995, directors will be paid $3,500 quarterly retainer
fees (with the exception of Mr. Nuzzo, whose quarterly retainer fee will be
$5,250), $1,000 for each Board meeting attended, and $500 for each Committee
meeting attended. Mr. Farren does not receive director's quarterly fees and
meeting fees. Three retired directors, Mr. Heilman, Mr. Hess and Mr. Litschgi
entered into deferral agreements, and began receiving deferred director's fees
in September 1989, March 1990 and January 1986, respectively. The deferred
payments are part of a pool which is funded by life insurance policies and the
Company is both owner and beneficiary of the policies. If the retired director
dies before the guaranteed deferred benefits have been paid, the unpaid balance
of the benefits guaranteed will continue to be paid by the Company to the
beneficiary designated by the Director.

In fiscal 1993, the Board of Directors adopted a Non-Employee Director
Non-Qualified Stock Option Plan (the "Directors' Plan"), which was approved by
the shareholders at the Company's 1993 Annual Meeting. Under the Directors'
Plan, non-employee Directors have the right annually to elect to receive non-
qualified stock options in lieu of all or a stated percentage of future
attendance fees for regular quarterly Board meetings and quarterly retainer fees
for the period covered by the election. All elections are irrevocable.

The Plan was "implemented" in June 1993, when elections were made for the
four quarters beginning February 1, 1994. Messrs. Baumgardner, Hornig and Nuzzo
elected then and again in June 1994 and June 1995 to receive non-qualified stock
options in lieu of all of their regular meeting attendance fees and all of their
quarterly retainer fees payable during the relevant succeeding periods. During
Fiscal 1995 and 1996, Mr. Nuzzo was granted additional options for 13,043 shares
and Messrs. Baumgardner and Hornig each were granted additional options for
8,694 shares in lieu of quarterly retainer fees. Messrs. Baumgardner, Hornig and
Nuzzo each were granted additional options for 1,449 shares in lieu of regular
meeting attendance fees, of which options for 364 shares were granted after the
September 18, 1995, record date.

A $50,000 life insurance policy is maintained on each director's life for
which the director designates the beneficiary. In addition, upon the retirement
of a director who has attained the age of sixty and has completed ten years of
service with the Board, the Company will pay $10,000 per year to the retired
director for life with a term certain of 10 years. Mr. Farren is ineligible for
these benefits. Most of these retirement payments are funded by the purchase of
a life insurance policy and provide both a death and retirement benefit, and the
Company is both owner and beneficiary of the policy. If the retired director
dies after becoming eligible for

6
<PAGE> 10

retirement benefits and before the guaranteed retirement payments have been
made, the unpaid balance of the benefits guaranteed will continue to be paid by
the Company to the beneficiary designated by him.

EXECUTIVE OFFICER COMPENSATION

The following table sets forth information regarding annual and long-term
compensation during fiscal years 1993, 1994 and 1995 for the CEO and the two
other highly compensated executive officers, other than the CEO, who were
serving as executive officers of the Company on July 31, 1995.

SUMMARY COMPENSATION TABLE

<TABLE>
<CAPTION>
LONG TERM COMPENSATION
--------------------------------
ANNUAL COMPENSATION AWARDS PAYOUTS
------------------------------------------- -------------------- ---------
OTHER RESTRICTED LONG-TERM
ANNUAL STOCK INCENTIVE ALL OTHER
NAME AND COMPEN- AWARD(S) OPTIONS/ PAYOUTS COMPENSATION
PRINCIPAL POSITION YEAR SALARY($) BONUS($) SATION($) ($) SARS(#) ($) (1)(2)
- - ---------------------- ---- --------- -------- --------- ---------- ------- --------- ------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Owen Farren
President & CEO..... 1995 171,822(3) 60,000 -- -- 10,000 -- 26,671
1994 165,000 50,000 -- -- 10,000 -- 27,273
1993 162,519 30,000(3) -- -- 15,000 -- 28,944
Ted D. Taubeneck
Executive V.P....... 1995 138,596(3) 22,000(3) -- -- 4,000 -- 5,850
1994 136,000(3) 18,000(3) -- -- 3,000 -- 5,650
1993 135,008 -0- -- -- 5,000 -- 6,596
James E. Morris
Vice President/
Corp. Controller.... 1995 81,461 22,000 -- -- 4,000 -- 4,218
1994 77,000 18,900 -- -- 4,000 -- 3,784
1993 71,173 10,000 -- -- 5,000 -- 3,950
</TABLE>

- - ---------------
(1) Includes Company matching contributions and profit sharing contributions
made to the SL Industries, Inc., Savings and Pension Plan for Messrs.
Farren, Taubeneck and Morris in fiscal year 1993 in the amounts of $7,094,
$5,532 and $3,125, respectively, in fiscal year 1994 in the amounts of
$6,049, $4,929 and $3,164, respectively, and in fiscal year 1995 in the
amounts of $5,446, $5,115 and $3,554, respectively. The Company's
contribution to the plan is based on a percentage of the participant's
elective contributions up to the maximum defined under the plan and a fixed
percentage, determined annually by the Board of Directors, of the
participant's total calendar year earnings. Under the plan, benefits are
payable at retirement as a lump sum or as an annuity.

(2) Includes premiums paid for group term life insurance for Messrs. Farren,
Taubeneck and Morris and premiums paid for an ordinary whole life insurance
policy on Mr. Farren's life in the face amount of $1,000,000 of which he is
the owner with the right to designate beneficiaries.

(3) Mr. Farren elected to defer $5,000 of his fiscal year 1993 bonus which was
paid in fiscal year 1994, and $3,960 of his fiscal year 1995 salary. Mr.
Taubeneck elected to defer $2,000 of his fiscal year 1994 salary, $13,000 of
his fiscal year 1994 bonus which was paid in fiscal year 1995, $2,092 of his
fiscal year 1995 salary, and $17,000 of his fiscal year 1995 bonus which
will be paid in fiscal year 1996. These amounts will earn interest at the
rate of 8%, compounded annually, and be payable at retirement. These
deferred amounts are funded by life insurance policies where the Company is
both owner and beneficiary of the policies.

Mr. Taubeneck will receive a $60,000 per year annuity, payable at age 70
for life with a term certain of 10 years. Mr. Morris is scheduled to receive a
$30,000 per year annuity, $18,000 of which is fully vested, payable at age 65
for life with a term certain of 10 years. The agreements are funded by the
purchase of life insurance policies and provide both a death and retirement
benefit, and the Company is both owner and beneficiary of the policies. If
either participant dies after becoming eligible for retirement benefits and
before the guaranteed retirement benefits have been paid, the unpaid balance of
the benefits guaranteed will continue to be paid by the Company to the
designated beneficiary.

SENIOR EXECUTIVE SEVERANCE PLAN

On May 1, 1991, the Company entered into Severance Pay Agreements with Mr.
Farren and Mr. Taubeneck, providing in each case for payment equal to base
annual salary or $135,000, whichever is greater, and to continue for a limited
time certain fringe benefits in the event of involuntary termination of his

7
<PAGE> 11

employment, or voluntary termination for "good reason." Good reason is defined
to include (i) a demotion in position, authority or similar action which would
substantially alter the officer's standing in the Company, (ii) reduction in
salary or failure to increase compensation commensurate with other executive
officers, (iii) a relocation of the officer's place of employment, (iv) a change
of control of the Company, (v) incurring any serious illness or disability, or
(vi) any other circumstance as determined by the Board of Directors in good
faith.

1991 LONG TERM INCENTIVE PLAN

All of the executive officers of the Company, as well as senior management
of the Company's wholly-owned subsidiaries, are eligible for and participate in
the Company's 1991 Long Term Incentive Plan (the "Plan") which was approved by
shareholders in 1991. The Plan is administered by the Compensation Committee of
the Board of Directors and provides for the grant from time to time of options
to purchase up to 500,000 shares of Common Stock. The Committee determines both
the optionees and the number of shares to be optioned to any individual under
the Plan. The Company currently estimates that approximately 55 individuals may
be eligible to participate in the Plan. The Committee has the authority to
establish the period in which the option could be exercised and the percentage
of the option that could be exercised at any given time within the period. The
options are not transferable except in the event of death.

The Plan enables the Company to grant either "nonqualified options" or
"incentive stock options" which may expire no later than ten years from the date
the option is granted. No options may be granted under the Plan after September
25, 2001.

Upon termination of employment for a cause other than death or disability,
an optionee may exercise any options accrued within thirty days following the
date of termination. Thereafter, all further rights to exercise the options
cease. In the event of termination of employment due to death or disability, the
same provisions apply except that the period of time for exercise is three
months from the date of disability or death. In no event, however, can an option
be exercised after ten years following the date of grant, or such earlier date
as may be specified in the option.

The exercise price for each incentive stock option may not be less than the
fair market value on the date of grant, determined as described in the Internal
Revenue Code and Regulations. The exercise price for each nonqualified stock
option is as determined by the Committee and set forth in the Option Agreement
for the optioned shares.

STOCK OPTIONS

The following table sets forth information concerning options to purchase
Common Stock granted in fiscal year 1995 to the three individuals named in the
Summary Compensation Table. These options were fully exercisable on the date of
grant. The material terms of such options appear in the following table.

STOCK OPTION GRANTS IN LAST FISCAL YEAR

POTENTIAL REALIZABLE VALUE
AT ASSUMED ANNUAL RATES
OF STOCK PRICE APPRECIATION
INDIVIDUAL GRANTS FOR OPTION TERM ($)
- - --------------------------------------------------------------------------------- ---------------------------
% OF TOTAL
STOCK OPTIONS
STOCK GRANTED TO
OPTIONS EMPLOYEES IN EXERCISE EXPIRATION
NAME GRANTED FISCAL YEAR PRICE($/SH) DATE 5% 10%
- - ------------------------------ ------- ------------- ----------- ---------- ------- -------
<S> <C> <C> <C> <C> <C> <C>
Owen Farren................... 10,000 15.87 4.25 11/17/04 69,228 110,234
Ted D. Taubeneck.............. 4,000 6.35 4.25 11/17/04 27,691 44,094
James E. Morris............... 4,000 6.35 4.25 11/17/04 27,691 44,094
</TABLE>

8
<PAGE> 12

The following table sets forth information for the three individuals named
in the Summary Compensation Table concerning their exercise in fiscal year 1995
of options to purchase Common Stock and the unexercised options to purchase
Common Stock held by the individuals at July 31, 1995. The material terms of
such options appear in the following table and the footnotes thereto.

AGGREGATED STOCK OPTION EXERCISES IN LAST
FISCAL YEAR AND FISCAL YEAR-END STOCK OPTION VALUES

<TABLE>
<CAPTION>
NUMBER UNEXERCISED VALUE OF UNEXERCISED
STOCK OPTIONS AT FISCAL IN-THE-MONEY OPTIONS
YEAR END (#) AT FISCAL YEAR END ($)
----------------------- -----------------------
SHARES ACQUIRED VALUE REALIZED EXERCISABLE/ EXERCISABLE/
NAME ON EXERCISE (#) ($) NONEXERCISABLE NONEXERCISABLE
- - -------------------------- --------------- -------------- -------------- --------------
<S> <C> <C> <C> <C>
Owen Farren............... 0 0 145,000/0 253,750/0(1)
Ted D. Taubeneck.......... 0 0 69,650/0 162,750/0(1)
James E. Morris........... 0 0 20,120/0 44,000/0(1)
</TABLE>

- - ---------------
(1) Based on the closing price of $5.750 at fiscal year end. Does not include
grants of 2,650 shares and 2,120 shares for Messrs. Taubeneck and Morris,
respectively, at option prices which exceeded the market price at fiscal
year end.

The closing market price per common share on the New York Stock Exchange on
September 18, 1995, was $6.875.

COMPENSATION COMMITTEE REPORT

The following report shall not be deemed incorporated by reference by any
general statement incorporating by reference this proxy statement into any
filing under the Securities Act of 1933 or under the Securities Exchange Act of
1934, except to the extent that the Company specifically incorporates this
information by reference, and shall not otherwise be deemed filed under such
Acts.

The Compensation Committee of the Board of Directors (the "Compensation
Committee") is responsible for the establishment of the level and manner of
compensation of the Company's three executive officers and certain others. In
addition, the Compensation Committee seeks to ensure that sound compensation
policies and practices exist and are being followed. The current members of the
Compensation Committee are J. Dwane Baumgardner (Chairman), George R. Hornig and
Robert J. Sanator, all of whom are non-employee directors of the Company.

The Compensation Committee believes that executive compensation should be
linked to value delivered to shareholders. The Company's compensation programs
have been designed to provide a correlation between the financial success of the
executive and the shareholder. Both long and short-term incentives are intended
to align the interests of executives and shareholders and to reward the
executive for building value within the Company.

The functions of the Compensation Committee are to oversee general
compensation policies for the Company's employees, to review and approve
compensation packages annually for the Company's executive officers and
subsidiary presidents, to approve cash incentive programs for all subsidiaries,
and to grant stock options to officers of the Company and other key employees as
appropriate. The Company seeks to provide executive compensation that will
support the achievement of the Company's financial goals, while attracting and
retaining talented executives and rewarding superior performance. In performing
this function, the Compensation Committee reviews executive compensation
surveys, the compensation levels of executive officers of companies in competing
businesses, and recommendations by management. The Compensation Committee may
also from time to time consult with independent compensation consultants and
others.

The Committee's current philosophy is to balance short-term performance of
executives with achievement of long-range strategic goals resulting in
continuously improving shareholder value, and to engender and

9
<PAGE> 13

preserve a sense of fairness and equity among employees, shareholders, and
customers. In keeping with that philosophy, it has set the following objectives:
(1) to link a significant portion of annual compensation directly to operating
performance; (2) to promote achievement of the Company's long-term strategic
goals and objectives; (3) to align the interest of Company executives with
long-term shareholder interest; (4) to see that management aligns the interest
of Company employees with long-term shareholder interest; and (5) to attract,
retain, and motivate executives critical to the Company's long-term success.

The Company's executive compensation program consists of base salary,
annual cash bonus incentive, and stock options. (Along with all other employees,
executives also participate in one of the Company's defined contribution pension
plans.) Salary levels of executive officers are reviewed annually by the
Compensation Committee. Bonus payments are based on the achievement of the
Company's performance targets and the achievement of individual performance
goals. Bonus amounts are calculated after fiscal year-end financial results
become available to the Compensation Committee and are determined in accordance
with guidelines established by the Compensation Committee. The Company seeks to
provide an overall level of compensation that is competitive with other
companies in competing businesses and in the Company's geographic markets.
Compensation in any particular case will vary on the basis of the Company's
annual and long-term performance as well as individual performance.

The Compensation Committee believes stock options and stock ownership
contribute to the aligning of the executive's interests with those of the
shareholders. The Company's 1991 Long Term Incentive Plan encourages stock
ownership by authorizing the grant of stock options to officers and key
employees of the Company. From time to time, the Compensation Committee provides
long term incentive compensation in the form of stock options where appropriate
as compensation for its executive officers. In determining whether individual
stock option grants will be made, the Compensation Committee evaluates each
participant's job responsibilities and performance, as well as the perceived
potential that the individual has in contributing to the success of the Company.

The salary for the Company's chief executive officer, Owen Farren, for
fiscal year 1996, and bonus for fiscal year 1995 were established by the
Compensation Committee based, in large part, on the performance of the Company
during fiscal 1995. Options were granted to Mr. Farren in November 1994 and
September 1995 in large part to recognize his efforts in making significant
progress during the past two fiscal years toward the Board's directives to him
of trimming corporate overhead expenses, developing an overall plan for
reassessing the Company's strategic direction, and achieving financial and other
targets.

Respectfully submitted,

Compensation Committee:
J. Dwane Baumgardner, Chairman
George R. Hornig
Robert J. Sanator

10
<PAGE> 14

PERFORMANCE GRAPH

The following Performance Graph compares the Company's cumulative and total
shareholder return on its Common Stock for the period from July 31, 1990, to
September 30, 1995, with the cumulative total return of the Russell 3000 Stock
Index ("RUA") and the S&P Electrical Equipment Group ("S215"), assuming an
investment of $100 on July 31, 1990, in the Company's Common Stock and the
stocks that comprise the RUA and the S215.

<TABLE>
<CAPTION>
S&P Electri-
Measurement Period cal Equip-
SL Industries Russell 3000 ment Group
<S> <C> <C> <C>
Jul 90 100.0 100.0 100.0
Nov 90 79.2 99.5 90.7
Dec 90 76.9 102.3 95.2
Mar 91 81.5 117.9 115.3
Jun 91 69.2 116.5 121.3
Sep 91 64.6 122.8 115.2
Dec 91 65.0 132.5 126.9
Mar 92 79.0 129.5 127.6
Jun 92 62.7 129.7 126.9
Sep 92 70.2 133.0 131.4
Dec 92 70.8 141.3 139.0
Mar 93 61.3 146.3 146.2
Jun 93 66.6 146.5 156.0
Sep 93 78.5 151.0 156.0
Dec 93 71.9 152.7 167.6
Mar 94 71.9 146.0 161.4
Jun 94 75.0 144.3 155.0
Sep 94 79.7 150.9 163.0
Dec 94 87.6 149.0 169.5
May 95 94.9 170.9 193.9
Sep 95 139.5 190.2 210.4
</TABLE>

APPROVAL OF AMENDMENT TO THE 1991
LONG TERM INCENTIVE PLAN OF SL INDUSTRIES, INC.

On September 21, 1995, the Board of Directors, acting on the recommendation
of the Compensation Committee, voted to amend the 1991 Long Term Incentive Plan
of SL Industries, Inc. (the "Plan"), by increasing the total number of shares
subject to options under the Plan from 500,000 to 922,650. At the same time, in
accordance with the terms of the Plan, the Board directed that the amendment be
submitted to the shareholders for their approval.

The Plan was approved by the shareholders at the 1991 Annual Meeting. It
was designed to benefit the Company and its shareholders by encouraging high
levels of performance by key employees of the Company and its subsidiaries by
increasing their proprietary interest in the Company's growth and success. It is
widely recognized that stock options enable public companies to attract, retain,
and provide motivation to, key personnel. The Board of Directors believes that
the Plan has been effective in helping the Company attract and retain
outstanding individuals as officers and key employees and to furnish motivation
for the achievement of long-term objectives for the Company.

Under the Plan, as it now exists, options can be granted to purchase up to
500,000 shares of the Company's Common Stock. If options are granted and
subsequently expire or are terminated, cancelled, or surrendered prior to
exercise, the shares subject to those options become again available for the
grant of options under the Plan. Prior to October 6, 1995, options were granted
to purchase a total of 422,650 shares of the Company's Common Stock, after
giving effect to options which expired or were terminated, cancelled, or
surrendered. Thus the Plan has only 77,350 shares presently available for
future grants of options.

The Board of Directors believes that the Plan should be amended to increase
the number of shares for which options can be issued in the future, thereby
making shares available to replace those for which options

11
<PAGE> 15

have thus far been granted. Accordingly, the Board of Directors has approved a
resolution to increase the number of shares subject to options under the Plan
from 500,000 to 922,650. Taking into account the 422,650 shares subject to
options previously granted, the remaining shares available for future options
would be 500,000, which should enable the Plan to continue effectively, with the
benefits to the Company outlined above, for several more years. Otherwise the
provisions of the Plan would be unaffected.

The importance of granting stock options, as presently viewed by the
Compensation Committee, is set forth at page 10 of this Proxy Statement. The
complete text of the Plan, as it would be amended pursuant to this proposal,
appears as an Appendix to this Proxy Statement. Some of the principal features
of the Plan, as amended, are outlined below, but the following outline is
qualified in its entirety by reference to the complete text of the Plan.

DESCRIPTION OF THE PLAN

The Company has sponsored stock option plans for many years. The Plan is a
successor to the Company's 1981 Incentive Stock Option Plan, which was approved
by the shareholders at the 1981 Annual Meeting. That plan, in turn, was a
successor to a similar plan adopted by the shareholders at the 1972 Annual
Meeting.

The Plan provides that options may be granted to purchase up to 500,000
shares of the Company's Common Stock, to be drawn from authorized but unissued
shares or from treasury shares. Although the number and kind of shares subject
to the Plan would be appropriately adjusted in the event of any change in the
capital structure of the Company, no such adjustment has occurred because there
has been no such capital structure change since adoption of the Plan.

ADMINISTRATION OF THE PLAN

The Plan is administered by the Company's Compensation Committee ("the
Committee") composed of three directors of the Company who are not eligible to
participate in the Plan while on the Committee. Participants are selected by the
Committee from key employees who are full-time salaried employees (including
officers, whether or not they are also directors) of the Company, or any
subsidiary of the Company, who in the judgment of the Committee will be in a
position to contribute significantly to the attainment of the Company's
long-term growth and prosperity.

Currently, the Company estimates that approximately 55 individuals are
eligible to participate in the Plan. As in the past, the Committee will
determine both the number of optionees and the number of shares to be optioned
to any individual under the Plan. The Board of Directors is able to amend the
Plan without further approval by the shareholders, except insofar as such
approval is required by law or the terms of the Plan.

The Plan enables the Company to grant either "nonqualified options" or
"incentive stock options." No options can be granted under the Plan later than
September 25, 2001. Each option granted under the Plan will expire no later than
ten years from the date the option is granted.

The Plan allows the Committee to establish in its discretion the time or
times within the period of the option when the option can be exercised and the
percentage of the option that can be exercised at such times. The options are
not transferable except in the event of death.

The Plan provides that upon termination of employment of the optionee for a
cause other than death or disability, the rights to exercise the options which
have accrued at the date of termination may be exercised within thirty days
following the date of termination, and that, thereafter, all further rights to
exercise the option cease, whether or not accrued at the date of termination. In
the event of termination of employment due to death or disability, the same
provisions apply, except that the period of time for exercise is three months
from the date of disability or death. In no event, however, can an option be
exercised after ten years following the date of grant, or such earlier date as
may be specified in the option.

The exercise price per share for each incentive stock option cannot be less
than the fair market value on the date of grant, determined as described in the
Internal Revenue Code and Regulations. The exercise price per share for each
nonqualified stock option will be as determined by the Committee and set forth
in the

12
<PAGE> 16

Option Agreement for the optioned shares. Payment must be made in cash at the
time of exercise. Proceeds received from option sales will be used for general
corporate purposes.

Since the Plan became effective, the current Executive Officers of the
Company have been awarded an aggregate of 35,000 options and all other
employees, excluding the current Executive Officers, have received an aggregate
of 305,650 options under the Plan. No options have been awarded under the Plan
to any current directors who are not executive officers, any nominee for
election as a director other than Owen Farren, any associate of any director,
executive officer, or nominee, or any person other than the current Executive
Officers who have received 5% or more of such options. For additional
information on options granted to certain Executive Officers under the Plan, see
"Stock Option Grants in Last Fiscal Year" on page 8 of this Proxy Statement.

No determination has been made with respect to future recipients of options
under the Plan. It is not possible to specify the names or positions of the key
employees to whom options may be granted, or the number of shares, within the
limitations of the Plan, to be covered by such options.

FEDERAL INCOME TAX CONSEQUENCES

Under currently applicable provisions of the Internal Revenue Code of 1986,
as amended, an optionee will not be deemed to receive any income for federal tax
purposes upon the grant of an option under the Plan, nor will the Company be
entitled to a tax deduction at that time. However, the optionee may be subject
to an alternative minimum tax when he or she exercises an incentive stock option
on the amount by which the fair market value of the stock exceeds the option
price at the date of exercise.

Upon the exercise of an option, the tax consequences are as follows:

1. Upon the exercise of a nonqualified option, unless sale is
restricted, the optionee will be deemed to have received ordinary income in
an amount equal to the difference between the option price and the market
value of the shares on the exercise date, and the Company will be allowed
an income tax deduction equal to the excess of market value of the shares
on the date of exercise over the cost of such shares to the optionee.

2. Upon the exercise of an incentive stock option, there is no income
recognized by the optionee at the time of exercise. If the stock is held at
least one year following the exercise date and at least two years from the
date of grant of the option, the optionee will realize a long-term capital
gain or loss upon the sale, measured as the difference between the option
exercise price and the sale price. If both of these holding period
requirements are not satisfied, ordinary income tax treatment will apply to
the amount of gain at sale or exercise, whichever is less. If the actual
gain exceeds the amount of the ordinary income, the excess will be
considered short-term or long-term capital gain depending on how long the
shares are actually held. No income tax deduction will be allowed to the
Company with respect to the shares purchased by the optionee upon the
exercise of an incentive stock option, provided such shares are held for
the required periods as described above.

EFFECT ON EARNINGS

Currently, neither the grant nor the exercise of an incentive stock option
or nonqualified stock option under the Plan will result in any charge to the
Company's pretax earnings.

PRICE OF COMMON STOCK

The closing price of the Common Stock of the Company on October 6, 1995,
based on published quotations, was $7.625 per share.

VOTE REQUIRED

Under a provision of the Plan, shareholder approval is required for any
increase in the number of shares of Common Stock subject to the plan. The
affirmative vote of the majority of shares represented at the meeting

13
<PAGE> 17

and entitled to vote thereon will be required for adoption of the proposed
Amendment to the Plan. For this purpose, abstentions will be treated as "no"
votes, and broker "non-votes" will not be counted.

THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR THE PROPOSAL TO AMEND THE
1991 LONG TERM INCENTIVE PLAN OF SL INDUSTRIES, INC.

ELECTION OF AUDITORS

The Board of Directors, after consideration of the recommendation of the
Audit Committee, proposes and recommends the appointment of the firm of Arthur
Andersen LLP as auditors to make an examination of the accounts of the Company
and its subsidiaries for the fiscal year 1996. Representatives of Arthur
Andersen LLP will be present at the annual meeting of shareholders with the
opportunity to make a statement, if they so desire, and to respond to any
questions.

SHAREHOLDER PROPOSAL

William M. Hess, 33 East Main Street, Moorestown, NJ 08057, who owned
12,815 shares of Common Stock of the Company on September 18, 1995, has
forwarded a letter to the Company indicating that he intends to introduce the
following resolution at the meeting for the reasons given:

"The following is a proposed Resolution that I would like to have
included in the proxy material sent to shareholders for the next Annual
Meeting: Because of the lackluster performance of SL Industries' stock over
the past few years, and a long overdue need for improvement, the following
Resolution is proposed. Be it Resolved that for a period of three (3)
years, the following requirements must be met by persons nominated to serve
as a Director of SL Industries, Inc.:

Nominees (except an attorney) must have a successful business
background including having served either as a founder, director or
executive officer (department head) of a company whose sales are
approximately equal to or greater than SL Industries. They must have
at least ten (10) years business experience. An attorney nominee
should be a successful practicing attorney with ten (10) years
experience in areas of expertise that are directly relevant to SL
Industries' business.

If there are any questions concerning this matter, please contact
me."

------------------------

THE BOARD OF DIRECTORS RECOMMENDS A VOTE AGAINST THIS PROPOSAL.

14
<PAGE> 18

SHAREHOLDER PROPOSALS

Shareholder proposals intended for presentation at the November 1996 Annual
Meeting of Shareholders must be received by the Company by June 11, 1996, if
such proposals are to be considered for inclusion in the Proxy Statement and
Form of Proxy for such Annual Meeting.

OTHER MATTERS

THE ANNUAL REPORT OF THE COMPANY FOR ITS FISCAL YEAR ENDED JULY 31, 1995,
WAS MAILED TO ALL SHAREHOLDERS OF RECORD ON OCTOBER 12, 1995. COPIES OF THE
COMPANY'S FORM 10-K REPORT FOR THAT YEAR AS FILED WITH THE SECURITIES AND
EXCHANGE COMMISSION WILL BE AVAILABLE WITHOUT CHARGE TO SHAREHOLDERS BY WRITING:
TED D. TAUBENECK, SECRETARY, SL INDUSTRIES, INC., SUITE 306-C, 520 FELLOWSHIP
ROAD, MOUNT LAUREL, NEW JERSEY 08054.

The Board of Directors does not know of any matters other than those
described in this proxy statement that will be presented for action at the
meeting. If other matters properly come before the meeting, the persons named as
proxies intend to vote the shares they represent in accordance with their
judgment.

By Order of the Board of Directors

/s/ TED D. TAUBENECK
------------------------
Ted D. Taubeneck
Secretary

15
<PAGE> 19

APPENDIX

1991 LONG TERM INCENTIVE PLAN
OF SL INDUSTRIES, INC.

SL Industries, Inc., a corporation organized and existing under the laws of
the State of New Jersey, hereinafter called the "Company," hereby formulates and
adopts an Incentive (Stock Option) Plan for officers and key employees of the
Company, or any subsidiary of the Company, as follows:

I. PURPOSE -- The purpose of the Plan is to provide a continuing long-term
incentive to selected eligible Key Employees of the Company to enhance
shareholder value; to provide a means of rewarding outstanding performance; and
to enable the Company to attract and retain key personnel necessary for
continued growth and profitability.

II. SHARES SUBJECT TO THE PLAN -- The shares of Common Stock subject to Options
shall be either shares of authorized but unissued Common Stock or shares of
Common Stock reacquired by the Company.

Subject to the provisions of Section VII hereof, the number of shares of
Common Stock purchasable pursuant to Options granted hereunder shall not exceed
Nine Hundred Twenty-Two Thousand Six Hundred Fifty (922,650) shares of the
presently authorized Common Stock.

In the event that any outstanding Option under the Plan for any reason
expires or is terminated, cancelled or surrendered prior to the expiration date
of the Plan as set forth in Section IX hereof, the shares of Common Stock
allocable to the unexercised portion of such Option shall again be available for
an Option subsequently granted under this Plan.

III. DEFINITIONS

"Board of Directors" means the Board of Directors of the Company acting in
any matter concerning the Plan by a majority of directors who are not
participants or eligible to be participants in the Plan.

"Code" means the Internal Revenue Code of 1986, as amended, including the
regulations thereunder. The Code section references set forth in the Plan or in
any Option Agreement refer to the respective Code sections as now in effect and
as such sections may be changed from time to time.

"Committee" means the Committee described in Section IV hereof.

"Common Stock" means share of the Company's presently authorized common
stock, except as this definition may be modified as provided in Sections VII
hereof.

"Company" means SL Industries, Inc.

"Effective Date" means the date the Plan is adopted by the directors of the
Company.

"Incentive Stock Option" means an Option granted pursuant to the Plan,
which is intended as and does constitute an "incentive stock option" within the
meaning of Section 422 of the Code. Incentive Stock Options shall be
specifically designated as such.

"Key Employees" means full-time salaried employees (including officers,
whether or not they are also directors) of the Company, or a subsidiary thereof,
as designated by the Committee, and who, in the judgment of the Committee, will
be in a position to contribute significantly to the attainment of the Company's
strategic goals and long-term growth and prosperity.

"Option" means an option, granted by the Company pursuant to the Plan, to
purchase shares of Common Stock.

"Option Agreement" means a written agreement or agreements as described in
Section IX hereof between the Company and a Participant evidencing an Option.

"Option Period" means the period from the date of the granting of an Option
to the date after which such Option may no longer be exercised.

16
<PAGE> 20

"Option Price" means the price to be paid for shares of Common Stock being
purchased pursuant to an Option.

"Participant" means an eligible Key Employee who accepts an Option, or the
estate, personal representative or beneficiary of such Key Employee having the
right to exercise an Option, as the case may be.

"Plan" means the "1991 Long Term Incentive Plan of SL Industries, Inc." as
set forth in this instrument.

IV. ADMINISTRATION -- The Plan shall be administered by the Committee appointed
by the Board of Directors which shall consist of not fewer than two directors
who are not eligible to participate in the Plan or any other stock option plan
of the Company.

The interpretation and construction by the Committee of any provision of
the Plan or of any Option Agreement shall be final and conclusive unless
otherwise determined by the Board of Directors, and in any such event such
determination by the board of Directors shall be final and conclusive.

The Board of Directors reserves the right to take, by a majority of the
directors who are not eligible to participate in the Plan, any and all action
hereunder it may deem advisable, including where the Committee may be unable to
act.

V. ELIGIBILITY -- The individuals who shall be eligible to participate in this
Plan shall be (a) such Key Employees who are approved as Participants by the
Committee from time to time, and (b) employees of corporations which are merged
or consolidated with the Company or a subsidiary or whose assets or stock are
acquired by the Company or a subsidiary, who (1) are similarly approved as
Participants by the Committee, (2) hold options for the purchase of stock of
such other corporations, and (3) are granted Options in substitution for the
options so held.

VI. GRANT OF OPTIONS -- Subject to the provisions of Sections II and IX hereof,
participants shall be granted Options for such number of shares of Common Stock
as may be approved by the Committee. The Committee shall designate those Options
which are, or are not, intended to qualify as Incentive Stock Options.

Nothing contained in the Plan shall be construed to preclude the granting
of an Option or Options to a Participant in addition to an Option or Options for
the purchase of Common Stock already held by him and then in existence or the
granting of more than one option to a Participant at the same time, or the
granting of an Option in substitution for, or upon the cancellation or surrender
of, an Option that had previously been granted to the Participant, whether at a
higher or lower exercise price, provided that, if the Option to be granted,
substituted for, cancelled or surrendered is an Incentive Stock Option, such
action shall be permissible under the Code.

Notwithstanding the foregoing, the aggregate fair market value (determined
at the time of the grant of the Option) of stock exercisable for the first time
by a Participant during any calendar year under all Incentive Stock Options held
by a Participant shall not exceed $100,000. Any Options to acquire stock in
excess of such amount shall be treated as Options not described in Section 422
of the Code.

VII. ADJUSTMENTS UPON CHANGES IN CAPITALIZATION -- The aggregate number of
shares of Common Stock available for Options and the number of shares of Common
Stock and the Option Price for such shares covered by each outstanding Option
shall be proportionately adjusted for any increase or decrease in the number of
issued shares of Common Stock resulting from a merger, consolidation,
reorganization, recapitalization, stock split, stock dividend, or other change
in the equity structure of the Company.

VIII. EFFECTIVE AND EXPIRATION DATES OF THE PLAN -- Options may be granted at
any time on or after the Effective Date, but no Options shall be granted after
the tenth anniversary of the Effective Date; provided that all Options granted
prior to approval of the plan by the shareholders of the Company shall be
granted subject to receipt of approval of the shareholders and provided further
that no Incentive Stock Option shall be exercised within six (6) months from the
date of approval of the Plan.

IX. TERMS AND CONDITIONS OF OPTION AGREEMENTS -- Option Agreements shall be in
such form as the Committee shall, from time to time, approve.

17
<PAGE> 21

Option Agreements may be amended by the Committee with the consent of the
Participant in any manner not inconsistent with the provisions of the Plan or
the Code.

All Option Agreements shall comply with and be subject to the following
terms and conditions:

Medium and Time of Payment. An Option shall be exercised in the manner set
forth in the Option Agreement relating thereto and payment in full for all
shares being purchased at the time shall be made coincidentally with such
exercise. Such payment shall be in United States dollars.

Number of Shares. The Option Agreement shall state the number of shares of
Common Stock to which it pertains subject to adjustment pursuant to Section VII.

Restrictions on Grants. In no event shall an Incentive Stock Option be
granted to any Participant if, at the time of such grant, such Participant owns
capital stock of the Company possessing more than ten percent (10%) of the total
combined voting power of all classes of stock of the Company (or of its
subsidiaries) unless the Option Price is not less than one hundred ten percent
(110%) of the fair market value of the shares of Common Stock subject to the
Option on the date of the grant of the Option and the Option Period does not
exceed five (5) years.

Option Price. Subject to the above restrictions, no Incentive Stock Option
Price shall be less than one hundred percent (100%) of the fair market value of
the shares of Common Stock on the date of the grant of the Option, such market
value to be determined in accordance with procedures adopted from time to time
by the Committee and in accordance with the requirements of Section 422 of the
Code respecting such fair market value.

Option Period. Each Option granted under the Plan shall expire no later
than ten (10) years from the date the Option is granted. Option Agreements may
contain provisions for the earlier expiration of the Option.

Date of Exercise. Except as otherwise provided in this Plan, any Option
may be exercised in whole at any time or in part from time to time during the
Option Period or its exercise may be limited or precluded for such period or
periods of time as shall be specified in the Option Agreement.

Compliance with the Laws Relating to the Sale of Securities. The Company
may impose such restrictions on any shares acquired under the Plan as may be
advisable to ensure compliance with applicable federal or state securities laws
and may legend the certificates representing such shares with an appropriate
notice of such restrictions.

Assignability. No Option shall be assignable or transferable except by
will or by the laws of descent and distribution. During the lifetime of a
Participant the Option shall be exercisable only by him. In case of the
judicially declared incompetence or disability of a Participant , the Option may
be exercised by the legally appointed guardian or conservator of his estate.

Agreement to Remain in Employ of Company. Nothing contained herein shall
be deemed to negate, restrict or affect in any manner the right of the Company
to terminate at any time the employment of any Participant.

Termination of Employment.

a. Should the employment of a Participant to whom an outstanding Option has
been granted terminate for any reason whatsoever, other than death or
disability, each Option granted under the Plan shall automatically expire as of
thirty (30) days from the date of termination.

b. Should a Participant die or become disabled while employed by the
Company, the Option theretofore granted to such Participant may be exercised by
such Participant or such Participant's executor, administrator or heirs or
legatees, within three (3) months after such Participant's death or disability.
Notwithstanding any of the foregoing, in no event shall any Option be
exercisable after expiration of the period for which is was granted.

18
<PAGE> 22

c. "Termination of employment" shall mean the cessation for any reason of
the relation of employer and employee between the Company and the Participant
and shall not include any subsequent period during which the Participant may
receive accrued vacation or severance pay or similar compensation from the
Company.

Rights as a Shareholder. A Participant shall have no rights as a
shareholder with respect to shares covered by any Option until the date of the
issuance or transfer of shares to such participant thereunder. Except as
provided in Section VII, no adjustment shall be made for dividends or other
rights for which the record date is prior to the date such shares are issued or
transferred.

Other Provisions. Option Agreements shall contain such other terms and
conditions not inconsistent with the provisions of this Section IX or the other
provisions of the Plan as the Committee shall deem advisable.

X. INCENTIVE STOCK OPTIONS AND RELATED MATTERS -- The Company intends that the
Plan shall comply with those provisions of the Code required to permit, as the
Committee shall determine, Options to qualify as Incentive Stock Options. Should
this Section X or any other provision of the Plan not be necessary for such
qualification, or should any change in the Plan be necessary to permit the grant
or continuing qualification of Incentive Stock Options as such, the Plan may be
amended or interpreted by the Committee or the Board of Directors to add or to
modify the provisions of the Plan accordingly.

To the extent that any provision or amendment of the Plan or of any Option
Agreement shall or may have the effect of disqualification, change in Option
Price or change in grant date of, or shall or may otherwise prejudice the value
of, a Participant's Incentive Stock Option under Section 422 of the Code, such
provision or amendment shall be null and void as to such Incentive Stock Option
unless the Participant shall give express written agreement to such provision or
amendment and to such effect.

XI. MERGER AND DISSOLUTION -- Subject to any required action by the
shareholders, if the Company shall be the surviving corporation in any merger or
consolidation, any unexercised portion of an Option shall, in lieu of the number
of shares of Common Stock covered by such unexercised portion, pertain and apply
to the number and class of the securities to which the Participant would have
been entitled pursuant to the terms of the agreement of merger or consolidation
if, immediately prior to such merger or consolidation, the Participant had been
the holder of record of a number of shares of Common Stock equal to the number
of shares covered by such unexercised portion of his Option.

XII. DISCONTINUANCE AND AMENDMENT OF THE PLAN -- In addition to the provisions
set forth elsewhere in the Plan respecting the amendment of the Plan, the
Committee or the Board of Directors may, from time to time, amend, suspend or
discontinue the Plan, provided that any amendment that would (i) increase the
aggregate number of shares of Common Stock as to which Options may be granted
under the Plan, (ii) materially increase the benefits accruing to Participants
under the Plan, (iii) materially modify the requirements as to eligibility for
participation in the Plan, or (iv) extend the expiration date of the Plan beyond
that set forth in Section VIII hereof, shall be subject to the requisite
approval of the Company's shareholders, except that any Plan amendment resulting
from or implementing any increase or modification that may result from
adjustments authorized by Sections VII or XI shall not require such approval.

The preceding paragraph notwithstanding, no amendment, suspension or
discontinuance of the Plan may adversely affect any Option previously granted
with the consent of the Participant affected thereby.

19
<PAGE> 23

SAVINGS AND PENSION PLAN
C/O MERIDIAN ASSET MANAGEMENT, INC.
P.O. BOX 7588
PHILADELPHIA, PA 19101-9896

October 12, 1995

To the Participants in the
SL Industries, Inc., Savings and Pension Plan

Ladies and Gentlemen:

Enclosed is the Notice of Annual Meeting of Shareholders and Proxy
Statement dated October 12, 1995, which has been sent to SL Industries, Inc.'s
("SL"), shareholders of record September 18, 1995, in connection with the Annual
Meeting of Shareholders ("Annual Meeting") to be held Friday, November 17, 1995.

SL is also providing to each of you a copy of its Annual Report for the
fiscal year ended July 31, 1995. If you would like to receive an extra copy of
the Annual Report, please call or write to Ms. Jacqueline T. Farino, Assistant
Treasurer, at SL, as follows: SL Industries, Inc., 520 Fellowship Road, Suite
306-C, Mt. Laurel, New Jersey 08054 (tel. (609) 727-1500 extension 223).

As a participant in the SL Industries, Inc., Savings and Pension Plan (the
"Plan"), you are entitled to vote all of the shares of common stock of SL held
in the Plan for your benefit as of the record date ("Shares") for any annual or
special meeting of SL's shareholders. This means that you may give
instructions -- in a manner which affords you complete confidentiality -- as to
how such shares are to be voted on any and all matters to be considered at the
Annual Meeting by following the instructions below. Instructions from the
Participants will be sent directly to a neutral organization, which will
tabulate the voting instructions and provide us with the totals only.

INSTRUCTIONS

You are entitled to give voting instructions for the number of shares of SL
common stock indicated on the enclosed Voting Instruction Sheet. Please
complete, sign and date the Voting Instruction Sheet and send it promptly to
Meridian Asset Management, Inc. ("Meridian"), in the enclosed envelope, which
requires no postage if mailed in the United States.

Meridian will count and total the votes of each Participant whose Voting
Instruction Sheet is received by the close of business on Tuesday, November 14,
1995. Meridian then will report only the totals to us. Meridian will keep your
individual instructions confidential and will not disclose them to us, SL or any
other person. We will then vote the shares at the Annual Meeting (either in
person or by proxy) in accordance with the totals provided to us by Meridian.

As required by the Plan, Shares as to which no voting instructions are
received by Meridian will be totaled by Meridian and voted by us in the same
proportion as the Shares for which instructions have been received.

Since the Annual Meeting will be held on November 17, 1995, it is important
that you send your Voting Instruction Sheet to Meridian promptly.

Sincerely yours,

/s/ TED D. TAUBENECK /s/ JAMES E. MORRIS
-------------------- -------------------
Ted D. Taubeneck James E. Morris
Trustee Trustee
<PAGE> 24

SL INDUSTRIES, INC. SAVINGS AND PENSION PLAN
CONFIDENTIAL VOTING INSTRUCTION SHEET

RELATING TO THE ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD ON NOVEMBER 17, 1995

TO: MERIDIAN ASSET MANAGEMENT, INC.

The undersigned participant ("Participant") in the SL Industries, Inc.,
Savings and Pension Plan (the "Plan") hereby instructs you that the shares of
common stock of SL Industries, Inc. ("SL"), allocated to the Participant's
account or accounts under the Plan as of July 31, 1995 (the "Shares"), be voted
as specified below at the Annual Meeting of Shareholders to be held on November
17, 1995 (and at any adjournment or postponement thereof).

IF ITEM 1 BELOW IS CHECKED, THERE IS NO NEED TO COMPLETE ITEMS 2, 3, 4 AND
5.

With respect to Item 2, Election of Directors, if no instructions are
given, the Shares are to be voted in the same proportion as all Shares for which
Participants shall have submitted instructions. If instructions are provided for
the election of directors, the undersigned Participant's cumulative votes are to
be distributed evenly among the nominees selected, unless instructions to the
contrary are given in the space provided.

With respect to Items 3 through 5, if no instructions are given, the Shares
are to be voted in the same proportion as all Shares for which Participants
shall have submitted instructions.

1. VOTE SHARES ON ALL ISSUES AS RECOMMENDED BY MANAGEMENT OF SL.
----

2. ELECTION OF DIRECTORS -- NOMINEES

J. DWANE BAUMGARDNER, OWEN FARREN, EDWARD A. GAUGLER, GEORGE R. HORNIG,
WARREN G. LICHTENSTEIN, SALVATORE J. NUZZO, ROBERT J. SANATOR
The Shares are to be voted for directors as follows:
For all or any of the nominees listed above (except as stricken out
above)
----
Specific instructions (for example, to cumulate votes for one or more
named nominees)
----

-----------------------------------------------------------------------

3. TO AMEND THE 1991 LONG TERM INCENTIVE PLAN

For the amendment to the 1991 Long Term Incentive Plan
----
Against the amendment to the 1991 Long Term Incentive Plan
----
No instruction
----

4. APPOINTMENT OF ARTHUR ANDERSEN LLP AS AUDITORS FOR THE FISCAL YEAR
1996

For the appointment of Arthur Andersen LLP as auditors for the fiscal
year 1996
----
Against the appointment of Arthur Andersen LLP as auditors for the
fiscal year 1996
----
No instruction
----

5. ADOPTION OF THE SHAREHOLDER PROPOSAL RESTRICTING SELECTION OF
DIRECTORS

For the Shareholder Proposal
----
Against the Shareholder Proposal
----
No instruction
----

Signature:
----------------------------------

Dated:
--------------------------------------
<PAGE> 25

October 12, 1995
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS OF SL INDUSTRIES,
INC.
FOR THE ANNUAL MEETING OF SHAREHOLDERS, NOVEMBER 17, 1995

The undersigned shareholder of SL Industries, Inc., a New Jersey corporation,
does hereby constitute and appoint J. Dwane Baumgardner and Edward A. Gaugler,
and each of them, attorneys-in-fact and agents with full powers of substitution,
for and in the name, place and stead of the undersigned, to vote as specified
below all of the common shares of the Company which the undersigned is entitled
to vote at the Annual Meeting of Shareholders of the Company to be held at the
Ramada Regency Palace, Rt. 73 and Fellowship Road, Mt. Laurel, New Jersey, on
November 17, 1995, at 10:00 in the morning, and at any adjournment or
postponement thereof. This proxy revokes all prior proxies given by the
undersigned.

This proxy, when properly executed, will be voted in the manner directed
below. With respect to the election of directors, where no vote is specified or
where a vote FOR proposal (1) is marked, the cumulative votes represented by a
proxy will be cast, unless contrary instructions are given, at the discretion of
the proxies named herein in order to elect as many nominees as believed possible
under the then prevailing circumstances. Unless indicated to the contrary, if
you strike out the name of a nominee, all your cumulative votes will be
distributed among the remaining nominees at the discretion of the proxies. Where
no vote is specified, this proxy will be voted FOR management Proposals (2) and
(3) and AGAINST Proposal (4) as recommended by the Board of Directors. The
individuals named above are authorized to vote in their discretion on any other
matters that properly come before the meeting.

The undersigned hereby acknowledges receipt of the Company's Annual Report
for its fiscal year ended July 31, 1995.

(1) ELECTION OF DIRECTORS NOMINEES: J. DWANE BAUMGARDNER; OWEN FARREN; EDWARD
A. GAUGLER; GEORGE R. HORNIG; WARREN G. LICHTENSTEIN; SALVATORE J. NUZZO;
ROBERT J. SANATOR.

THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR PROPOSAL 1

/ / FOR the election as directors for the ensuing year of all or any
nominees listed above (except as stricken out above) (TO WITHHOLD
AUTHORITY TO VOTE FOR ANY SPECIFIC NOMINEES, CHECK THE FOREGOING BOX AND
STRIKE OUT OR LINE THROUGH SUCH NOMINEE'S NAME ON THE LIST ABOVE.)

/ / WITHHOLD AUTHORITY TO VOTE FOR ALL NOMINEES LISTED ABOVE.

(Continued and to be signed on the other side)
<PAGE> 26

(2) Amendment to the 1991 Long Term Incentive Plan

THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR PROPOSAL 2

/ / FOR / / AGAINST / / ABSTAIN

(3) Appointment of Arthur Andersen LLP as auditors for the fiscal year 1996

THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR PROPOSAL 3

/ / FOR / / AGAINST / / ABSTAIN

(4) Shareholder Proposal to Restrict election of Directors

THE BOARD OF DIRECTORS RECOMMENDS A VOTE AGAINST PROPOSAL 4

/ / FOR / / AGAINST / / ABSTAIN

(5) Upon all other matters properly coming before the meeting.

Dated: ___________________, 1995

Signature: _____________________

Title: _________________________

Please sign exactly as your name
appears hereon. Executors,
administrators or trustees
should indicate their capacities.
If stock is held in joint names,
both registered holders should
sign. This proxy shall vote all
shares held in all capacities to
which the signatory is entitled.