<PAGE> 1
UNITED STATES
SECURITIES & EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 10-K/A
ANNUAL REPORT
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
AMENDMENT #1 FOR THE FISCAL YEAR ENDED JULY 31, 1996
FORM 11-K FOR SL INDUSTRIES, INC. SAVINGS AND PENSION
PLAN
SL INDUSTRIES, INC.
520 FELLOWSHIP ROAD, SUITE A-114
MT. LAUREL, NJ 08054
(Name & address of Principal Executive Offices
of the issuer of the Securities)
21-0682685
(I.R.S. Employer Identification No.)
DOCUMENTS INCORPORATED BY REFERENCE:
COMPANY'S FORM S-8 REGISTRATION STATEMENT (FILE NO. 33-31805)
<PAGE> 2
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the trustees (or other persons who administer the plan) have duly caused this
annual report to be signed by the undersigned thereunto duly authorized.
SL INDUSTRIES, INC. SAVINGS AND PENSION PLAN
/s/ James E. Morris
---------------------------
James E. Morris
Plan Administrator
January 27, 1997
<PAGE> 3
SL INDUSTRIES, INC. SAVINGS AND PENSION PLAN
INDEX TO FINANCIAL STATEMENTS AND SCHEDULES
<TABLE>
<CAPTION>
Pages
-----
<S> <C>
Report of Independent Public Accountants -
Arthur Andersen LLP 4
Financial Statements:
Statements of Net Assets Available for Plan
Benefits, July 31, 1996 and 1995 5-6
Statements of Changes in Net Assets Available
for Plan Benefits for the years ended
July 31, 1996 and 1995 7-8
Notes to Financial Statements 9-12
Supplemental Schedules:
Schedules of Assets Held for Investment Purposes -
July 31, 1996 and 1995 13-14
Schedule of Reportable Transactions for the year
ended July 31, 1996 15
Consent of Independent Public Accountants -
Arthur Andersen LLP 16
</TABLE>
<PAGE> 4
ARTHUR ANDERSEN LLP
REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS
To the Plan Administrator
SL Industries, Inc. Savings and Pension Plan:
We have audited the accompanying statements of net assets available for plan
benefits of the SL Industries, Inc. Savings and Pension Plan as of July 31,
1996 and 1995 and the related statements of changes in net assets available for
plan benefits for the years then ended. These financial statements and the
schedules referred to below are the responsibility of the Plan's management.
Our responsibility is to express an opinion on these financial statements based
on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of
material misstatement. An audit includes examining on a test basis, evidence
supporting the amounts and disclosures in the financial statements. An audit
also includes assessing the accounting principles used and significant
estimates made by management, as well as evaluating the overall financial
statement presentation. We believe that our audits provide a reasonable basis
for our opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the net assets available for plan benefits as of July
31, 1996 and 1995 and the changes in net assets available for plan benefits for
the years then ended in conformity with generally accepted accounting
principles.
Our audits were made for the purpose of forming an opinion on the basic
financial statements taken as a whole. The supplemental schedules listed in the
accompanying index are presented for purposes of additional analysis and are
not a required part of the basic financial statements but are supplementary
information required by the Department of Labor's Rules and Regulations for
Reporting and Disclosure under the Employee Retirement Income Security Act of
1974. The Fund Information in the statements of net assets available for the
plan benefits and the statements of changes in net assets available for plan
benefits are presented for purposes of additional analysis rather than to
present the net assets available for plan benefits and changes in net assets
available for plan benefits of each fund. The supplemental schedules and Fund
Information have been subjected to the auditing procedures applied in our
audits of the basic financial statements and, in our opinion, are fairly stated
in all material respects in relation to the basic statements taken as a whole.
/s/ Arthur Andersen LLP
Philadelphia, Pa.,
January 17, 1997
<PAGE> 5
SL INDUSTRIES, INC. SAVINGS AND PENSION PLAN
STATEMENT OF NET ASSETS AVAILABLE FOR PLAN BENEFITS
July 31, 1996
<TABLE>
<CAPTION>
SL Industries
Index Diversified Inc. Loan
Stable Value Balanced Stock Stock Common to
Fund Fund Fund Fund Stock Participants Combined
---------- -------- -------- ---------- ---------- ------------ ----------
<S> <C> <C> <C> <C> <C> <C> <C>
NET ASSETS
Investments $3,954,508 $882,270 $603,669 $1,203,910 $1,866,532 $ -- $8,510,889
Participant loans receivable -- -- -- -- -- 321,955 321,955
Contributions receivable:
Employer 89,287 32,787 23,002 40,517 16,130 -- 201,723
Participants 22,183 9,522 7,006 10,783 14,159 -- 63,653
---------- -------- -------- ---------- ---------- -------- ----------
TOTAL NET ASSETS AVAILABLE FOR PLAN BENEFITS $4,065,978 $924,579 $633,677 $1,255,210 $1,896,821 $321,955 $9,098,220
========== ======== ======== ========== ========== ======== ==========
NET ASSETS AVAILABLE FOR PLAN BENEFITS
Active participants $1,836,681 $767,508 $392,800 $ 862,232 $1,457,271 $227,946 $5,544,438
Separated participants 2,229,297 157,071 240,877 392,978 439,550 94,009 3,553,782
---------- -------- -------- ---------- ---------- -------- ----------
TOTAL NET ASSETS AVAILABLE FOR PLAN BENEFITS $4,065,978 $924,579 $633,677 $1,255,210 $1,896,821 $321,955 $9,098,220
========== ======== ======== ========== ========== ======== ==========
</TABLE>
NOTE: The accompanying notes are an integral part of these financial statements.
<PAGE> 6
SL INDUSTRIES, INC. SAVINGS AND PENSION PLAN
STATEMENT OF NET ASSETS AVAILABLE FOR PLAN BENEFITS
JULY 31, 1995
<TABLE>
<CAPTION>
SL Industries,
Index Diversified Inc. Loans
Stable Value Balanced Stock Stock Common to
Fund Fund Fund Fund Stock Participants Combined
---------- -------- -------- -------- ---------- ------------ ---------
<S> <C> <C> <C> <C> <C> <C> <C>
NET ASSETS
Investments $3,981,648 $650,784 $440,789 $947,474 $1,148,993 $ -- $7,169,688
Participant loans receivable -- -- -- -- -- 172,066 172,066
Contributions receivable:
Employer 88,317 27,299 16,581 34,205 19,172 -- 185,574
Participants 23,258 9,142 4,826 10,594 3,087 -- 50,907
---------- -------- -------- -------- ---------- -------- ----------
TOTAL NET ASSETS AVAILABLE FOR PLAN BENEFITS $4,093,223 $687,225 $462,196 $992,273 $1,171,252 $172,066 $7,578,235
========== ======== ======== ======== ========== ======== ==========
NET ASSETS AVAILABLE FOR PLAN BENEFITS
Active participants $2,043,405 $587,264 $357,802 $663,292 $ 932,803 $153,098 $4,737,664
Separated participants 2,049,818 99,961 104,394 328,981 238,449 18,968 2,840,571
---------- -------- -------- -------- ---------- -------- ----------
TOTAL NET ASSETS AVAILABLE FOR PLAN BENEFITS $4,093,223 $687,225 $462,196 $992,273 $1,171,252 $172,066 $7,578,235
========== ======== ======== ======== ========== ======== ==========
</TABLE>
NOTE: The accompanying notes are an integral part of these financial statements.
<PAGE> 7
SL INDUSTRIES, INC. SAVINGS AND PENSION PLAN
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR PLAN BENEFITS
FOR THE YEAR ENDING JULY 31, 1996
<TABLE>
<CAPTION>
Index Diversified
Stable Value Balanced Stock Stock
Fund Fund Fund Fund
----------- -------- -------- ----------
<S> <C> <C> <C> <C>
ADDITIONS:
Interest and dividend income $ 265,033 $ 22,923 $ 7,638 $ 18,694
Contributions:
Employer 89,287 32,787 23,002 40,517
Participant 278,441 132,435 82,706 140,353
Net appreciation of investments -- 46,121 66,435 133,736
Loan repayments 55,062 12,384 14,321 30,324
Transfers (223,717) 49,002 13,810 147,707
----------- -------- -------- ----------
TOTAL ADDITIONS 464,106 295,652 207,912 511,331
----------- -------- -------- ----------
DEDUCTIONS:
Retirement benefits, administrative and termination costs, etc 353,485 20,823 23,304 164,182
Loans to participants 137,866 37,475 13,127 84,212
----------- -------- -------- ----------
TOTAL DEDUCTIONS 491,351 58,298 36,431 248,394
----------- -------- -------- ----------
Net additions (deductions) in net assets available for plan benefits (27,245) 237,354 171,481 262,937
Net assets available for plan benefits at beginning of year 4,093,223 687,225 462,196 992,273
----------- -------- -------- ----------
Net assets available for plan benefits at end of year $ 4,065,978 $924,579 $633,677 $1,255,210
=========== ======== ======== ==========
</TABLE>
<TABLE>
<CAPTION>
SL Industries,
Inc. Loans
Common to
Stock Participants Combined
---------- ------------ ----------
<S> <C> <C> <C>
ADDITIONS:
Interest and dividend income $ 13,116 $ -- $ 327,404
Contributions:
Employer 153,677 -- 339,270
Participant 46,174 -- 680,109
Net appreciation of investments 564,851 -- 811,143
Loan repayments 8,373 (120,464) --
Transfers 13,198 -- --
---------- --------- ----------
TOTAL ADDITIONS 799,389 (120,464) 2,157,926
---------- --------- ----------
DEDUCTIONS:
Retirement benefits, administrative and termination costs, etc 65,870 10,277 637,941
Loans to participants 7,950 (280,630) --
---------- --------- ----------
TOTAL DEDUCTIONS 73,820 (270,353) 637,941
---------- --------- ----------
Net additions (deductions) in net assets available for plan benefits 725,569 149,889 1,519,985
Net assets available for plan benefits at beginning of year 1,171,252 172,066 7,578,235
---------- --------- ----------
Net assets available for plan benefits at end of year $1,896,821 $ 321,955 $9,098,220
========== ========= ==========
</TABLE>
NOTE: The accompanying notes are an integral part of these financial statements.
<PAGE> 8
SL INDUSTRIES, INC. SAVINGS AND PENSION PLAN
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR PLAN BENEFITS
FOR THE YEAR ENDING JULY 31, 1995
<TABLE>
<CAPTION>
Index Diversified
Stable Value Balanced Stock Stock
Fund Fund Fund Fund
---------- --------- --------- ---------
<S> <C> <C> <C> <C>
ADDITIONS:
Interest and dividend income $ 276,234 $ 10,944 $ 3,318 $ 7,858
Contributions:
Employer 88,317 27,299 16,581 34,205
Participant 261,126 119,003 73,535 122,549
Net appreciation of investments -- 68,636 84,402 159,947
Loan repayments 39,352 8,430 9,391 21,622
Transfers 84,332 (10,541) (62,895) (6,504)
---------- --------- --------- ---------
TOTAL ADDITIONS 749,361 223,771 124,332 339,677
---------- --------- --------- ---------
DEDUCTIONS:
Retirement benefits, administrative and termination costs, etc 289,270 20,321 4,374 2,970
Loans to participants 56,596 13,150 973 12,592
---------- --------- --------- ---------
TOTAL DEDUCTIONS 345,866 33,471 5,347 15,562
---------- --------- --------- ---------
Net additions (deductions) in net assets available for plan benefits 403,495 190,300 118,985 324,115
Net assets available for plan benefits at beginning of year 3,689,728 496,925 343,211 668,158
---------- --------- --------- ---------
Net assets available for plan benefits at end of year $4,093,223 $ 687,225 $ 462,196 $ 992,273
========== ========= ========= =========
</TABLE>
<TABLE>
<CAPTION>
SL Industries,
Inc. Loans
Common to
Stock Participants Combined
----------- ------------ ----------
<S> <C> <C> <C>
ADDITIONS:
Interest and dividend income $ 13,137 $ -- $ 311,491
Contributions:
Employer 129,763 -- 296,165
Participant 34,359 -- 610,572
Net appreciation of investments 262,960 -- 575,945
Loan repayments 2,642 (81,437) --
Transfers (4,392) -- --
----------- --------- ----------
TOTAL ADDITIONS 438,469 (81,437) 1,794,173
----------- --------- ----------
DEDUCTIONS:
Retirement benefits, administrative and termination costs, etc 21,193 4,190 342,318
Loans to participants -- (83,311) --
----------- --------- ----------
TOTAL DEDUCTIONS 21,193 (79,121) 342,318
----------- --------- ----------
Net additions (deductions) in net assets available for plan benefits 417,276 (2,316) 1,451,855
Net assets available for plan benefits at beginning of year 753,976 174,382 6,126,380
----------- --------- ----------
Net assets available for plan benefits at end of year $ 1,171,252 $ 172,066 $7,578,235
=========== ========= ==========
</TABLE>
NOTE: The accompanying notes are an integral part of these financial statements.
<PAGE> 9
SL INDUSTRIES, INC. SAVINGS AND PENSION PLAN
NOTES TO FINANCIAL STATEMENTS
1. Description of Plan and Summary of
Significant Accounting Policies
Description of Plan:
SL Industries, Inc. Savings and Pension Plan (the "Plan"), originally
adopted May 1, 1976, is a defined contribution savings and pension plan
covering substantially all non-union employees of SL Industries, Inc.
who have completed one year of service. The Plan is subject to the
provisions of the Employee Retirement Income Security Act of 1974
(ERISA). Participants should refer to the Summary Plan Description for
more complete information with respect to the provisions of the Plan.
Investments:
As part of the Plan provisions, participants may invest in SL
Industries, Inc. Common Stock ("Common Stock") and/or in various
combinations of four funds: Stable Value Fund, Balanced Fund, Indexed
Stock Fund, and Diversified Stock Fund. All income, gains or other
amounts from any investment are reinvested in the same investment from
which they are received. The amounts are then allocated, as
appropriate, to each Participant's account balance.
The Stable Value Fund represents deposit contracts with John Hancock
Mutual Life Insurance Company. Contributions are maintained in a pooled
account. The account is credited with earnings on the underlying
investments at rates guaranteed by the contracts and charged for Plan
withdrawals. The financial statements reflect the contract value as
reported by John Hancock as of the Plan year-end.
The remaining funds are all John Hancock separate investment accounts
and are carried at market value as reported by John Hancock as of the
Plan year-end. The fair value of the SL Industries, Inc. Common Stock
is based on the market price as quoted in the New York Stock Exchange
on the Plan year-end.
The Plan presents in the statement of changes in net assets the net
appreciation in investments which consists of the realized gains or
losses and the unrealized appreciation of those investments.
Interest and dividend income are recorded as earned on an accrual
basis.
<PAGE> 10
Contributions:
Elective Contributions:
Employees' contributions are based upon authorized payroll
withholdings. Participants may make elective deferrals of up
to 20% of their annual base compensation.
Matching Employer Contributions:
The employer's match is twenty-five percent (25%) of the
participant's elective deferrals, not to exceed two percent
(2%) of participant's compensation. Matching employer
contributions are invested solely in Common Stock of SL
Industries, Inc.
Profit Sharing Contributions:
A profit sharing contribution is made annually to all Plan
participants who have a credited year of service during the
Plan year and is equal to two percent (2%) of the
participant's W-2 wages, up to a maximum of $150,000, for the
previous calendar year. This is a discretionary contribution
determined by resolution of the Board of Directors. Profit
sharing contributions are invested in accordance with the
election of each participant.
Benefits:
At the time of separation, the vested portion of a participant's
account represents the participant's accumulated benefit. At the end of
a break in service year, as defined under the Plan, a participant may
elect to: (1) continue to invest their accumulated benefit in the Plan
until their normal retirement date at which time the value of their
account will be utilized to purchase an annuity; (2) receive payment in
one lump sum; or (3) to have any portion paid directly to an eligible
retirement plan specified by the distributee in a direct rollover.
At the normal retirement date, age 65, a participant may elect to
receive their retirement benefit in one lump sum payment, in various
types of installments, or in the form of a qualified joint and survivor
annuity. The amount of benefit payment depends on the value of the
participant's account and the retirement benefit option the participant
elects.
Vesting:
Participants become immediately vested in their elective deferral
contributions plus actual earnings and their employer's profit sharing
contributions. Employer matching contributions become vested as
follows:
<PAGE> 11
<TABLE>
<CAPTION>
Percentage
Years of Service Vested
---------------- ------
<S> <C>
Five years or more 100%
Four years or more, but
less than five years 75%
Three years or more, but
less than four years 50%
Less than three years 0%
</TABLE>
In determining years of service for vesting, the Plan considers service
from the participant's date of hire. The nonvested portion of a
participant's account, if any, will be forfeited after a one year break
in service. Forfeitures will be allocated to the remaining
participants' accounts on a prorata basis as defined by the Plan.
Participant Loans:
The Plan may make loans to a participant, taking as collateral the
participant's account balance. The minimum loan amount is $500 and may
not exceed the lesser of $50,000 or 50% of the participant's vested
account balance. All loans bear interest at prime rate plus one percent
compiled as of the loan origination date. Loans are repayable over a
twelve to sixty month term. The interest rates on the participant loans
receivable on the accompanying statements of net assets available for
plan benefits for July 31, 1996 and 1995 range from 9.25% to 9.75%.
Voting Rights:
Effective August 1, 1992, the Plan was amended to provide participants
with certain voting and other rights in connection with SL Industries,
Inc. Common Stock held in their accounts under the Plan.
During previous years, participants did not have these rights.
2. Plan Termination
While SL Industries, Inc. has not expressed any intent to do so, it may
terminate the Plan at any time, subject to the penalties set forth in
ERISA, as amended. In the event of such Plan termination, participants
will become 100% vested in their accounts.
3. Reconciliation to Form 5500
As of July 31, 1996 and 1995, the Plan had approximately $158,000 and
$253,000, respectively, of pending distributions to participants who
elected to withdraw from the Plan. These amounts are recorded as a
liability in the
<PAGE> 12
Plan's Form 5500; however, these amounts are not recorded as a
liability in the accompanying statements of net assets available for
plan benefits in accordance with generally accepted accounting
principles.
The following table reconciles net assets available for Plan benefits
per the financial statements to the Form 5500 as filed by the Company
for the years ended July 31, 1996 and 1995:
<TABLE>
<CAPTION>
Net Assets Available
for Plan Benefits
-----------------
Benefits
Payable to Benefits July 31, July 31,
Participant Paid 1996 1995
--------- --------- ----------- -----------
<S> <C> <C> <C> <C>
Per financial
statements $ 0 $ 636,000 $ 9,098,000 $ 7,578,000
Accrued benefit
payments
158,000 158,000 (158,000) (253,000)
Reversal of 1995
accrual for benefit
payments
0 (253,000) 0 0
--------- --------- ----------- -----------
Per Form 5500 $ 158,000 $ 541,000 $ 8,940,000 $ 7,325,000
========= ========= =========== ===========
</TABLE>
4. Administrative Expenses
Administrative expenses of the Plan are paid by SL Industries, Inc.,
with the exception of asset management fees related to certain deposit
contracts held with the insurance company which are paid by the Plan.
Total asset management fees expensed in fiscal 1996 were $2,290 and in
fiscal 1995 were $4,876.
5. Tax Status
The Internal Revenue Service has issued a ruling that the Plan meets
the requirements for qualification pursuant to Section 401(a) of the
Internal Revenue Code (the "Code") and that the Plan is exempt from
federal income taxes under Section 501(a) of the Code. Management
believes to be operating the Plan in accordance with the Code.
Accordingly, there is no provision for income taxes in the accompanying
financial statements.
<PAGE> 13
SL INDUSTRIES, INC. SAVINGS AND PENSION PLAN
SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES
FORM 5500 ITEM 27(a)
JULY 31, 1996
<TABLE>
<CAPTION>
A. Party in Interest B. Identity of Issuer C. Description of Asset D. Cost E. Current Value
- -------------------- --------------------- ----------------------- ------- ----------------
<S> <C> <C> <C> <C>
* SL Industries, Inc. Common Stock $1,115,576 $1,866,532
* John Hancock Mutual
Life Insurance Company Guaranteed investment Contracts $3,954,508 $3,954,508
(#6315, #7494, #7960 and #8583)
* John Hancock Mutual
Life Insurance Company Common Trust Fund - Balanced Fund $728,393 $882,270
* John Hancock Mutual
Life Insurance Company Common Trust Fund - Indexed Stock Fund $397,011 $603,669
* John Hancock Mutual
Life Insurance Company Common Trust Fund - Diversified Stock Fund $1,011,034 $1,203,910
* John Hancock Mutual
Life Insurance Company Loans Receivable $321,955 $321,955
(interest ranges from 9.25% to 9.75%)
</TABLE>
* Indicates party known to be a party in interest.
<PAGE> 14
SL INDUSTRIES, INC. SAVINGS AND PENSION PLAN
SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES
FORM 5500 ITEM 27(a)
July 31, 1995
<TABLE>
<CAPTION>
A. Party in Interest B. Identity of Issuer C. Description of Asset D. Cost E. Current Value
- -------------------- --------------------- ----------------------- ------- ----------------
<S> <C> <C> <C> <C>
* SL Industries, Inc. Common Stock $954,357 $1,148,993
* John Hancock Mutual
Life Insurance Company Guaranteed investment Contracts $3,981,648 $3,981,648
(#5932, #5989, #6315 and #7494)
* John Hancock Mutual
Life Insurance Company Common Trust Fund - Balanced Fund $571,341 $650,784
* John Hancock Mutual
Life Insurance Company Common Trust Fund - Indexed Stock Fund $325,298 $440,789
* John Hancock Mutual
Life Insurance Company Common Trust Fund - Diversified Stock Fund $675,822 $947,474
* John Hancock Mutual
Life Insurance Company Loans Receivable $172,066 $172,066
(interest ranges from 8.25% to 9.75%)
</TABLE>
* Indicates party known to be a party in interest.
<PAGE> 15
SL INDUSTRIES, INC. SAVINGS AND PENSION PLAN
SCHEDULE OF REPORTABLE TRANSACTIONS
FORM 5500 ITEM 27(d)
FOR THE YEAR ENDING JULY 31, 1996
<TABLE>
<CAPTION>
IDENTITY OF PARTY INVOLVED DESCRIPTION OF ASSET PURCHASE PRICE SELLING PRICE COST OF ASSET NET GAIN (LOSS)
-------------------------- -------------------- -------------- ------------- ------------- ---------------
<S> <C> <C> <C> <C> <C>
John Hancock Mutual
Life Insurance Company Guaranteed Investment Contracts $367,728 $367,728 N/A
John Hancock Mutual
Life Insurance Company Guaranteed Investment Contracts $577,202 $577,202 N/A
</TABLE>
<PAGE> 16
ARTHUR ANDERSEN LLP
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the incorporation of
our report dated January 17, 1997, included in this Form 10-K/A for the year
ended July 31, 1996 into the company's previously filed Registration Statement
No. 33-31805 on Form S-8.
/s/ Arthur Andersen LLP
Philadelphia, Pa.,
January 27, 1997
