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