<PAGE>
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 5*
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)
September 12, 1997
-----------------------------
(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 [ ].
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 13 Pages
<PAGE>
CUSIP No. 784413106
- -------------------------------------------------------------------------------
1 NAME 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 PROCEEDING IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e) [ ]
- ------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OR ORGANIZATION
Delaware
- ------------------------------------------------------------------------------
NUMBER OF | 7 | SOLE VOTING POWER Zero
SHARES | |
BENEFICIALLY | |
OWNED BY | 8 | SHARED VOTING POWER Zero
EACH | |
REPORTING | 9 | SOLE DISPOSITIVE POWER Zero
PERSON WITH | |
| |
| 10 | SHARED DISPOSITIVE POWER Zero
- ------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
Zero
- ------------------------------------------------------------------------------
12 CHECK BOX 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)
CO
- ------------------------------------------------------------------------------
2
<PAGE>
CUSIP No. 784413106
- -------------------------------------------------------------------------------
1 NAME 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 PROCEEDING IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e) [ ]
- ------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OR ORGANIZATION
New Jersey
- ------------------------------------------------------------------------------
NUMBER OF | 7 | SOLE VOTING POWER Zero
SHARES | |
BENEFICIALLY | |
OWNED BY | 8 | SHARED VOTING POWER Zero
EACH | |
REPORTING | 9 | SOLE DISPOSITIVE POWER Zero
PERSON WITH | |
| |
| 10 | SHARED DISPOSITIVE POWER Zero
- ------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
Zero
- ------------------------------------------------------------------------------
12 CHECK BOX 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>
The Statement on Schedule 13-D, as heretofore amended, is hereby
further amended as follows:
Item 5 - Interest in Securities of the Issuer.
- ----------------------------------------------
Item 5 of Schedule 13D is amended in its entirety to read as follows:
"On September 12, 1997, UM Investment sold to SL, in a private
transaction, 375,500 shares of the Common Stock, at a price of $11 per share. 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."
"With this sale, neither UM Investment nor UM nor, to the best of UM's
knowledge, any of the persons listed on said Schedule I, beneficially owns any
shares of the Common Stock of SL."
Item 7 - Material to be Filed as Exhibits.
- ------------------------------------------
Item 7 of Schedule 13-D is amended to add the following Exhibit:
Exhibit 2 - Agreement dated September 12, 1997 between UM Investment
--------- Corporation and SL Industries, Inc.
4
<PAGE>
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.
September 12, 1997
- ---------------------------
Date
/s/ John Aglialoro
- ---------------------------
Signature
John Aglialoro
Chairman
UM Holdings, Ltd. and
UM Investment Corporation
- ---------------------------
Name/Title
5
<PAGE>
AGREEMENT
THIS AGREEMENT, made on the 12th day of September, 1997, by and between
UM INVESTMENT CORPORATION, a Delaware Corporation ("Seller"), having offices
located at 103 Springer Building, 3411 Silverside Road, Wilmington, Delaware
19810, and SL INDUSTRIES, INC., a New Jersey corporation having offices at 520
Fellowship Road, Suite 114-A, Mt. Laurel, New Jersey 08054 ("Buyer").
W I T N E S S E T H :
WHEREAS, Seller is the owner of 375,500 shares (the "Shares") of the
issued and outstanding common stock, $.20 par value, of Buyer;
WHEREAS, Buyer desires to purchase the Shares from Seller and Seller
desire to sell the Shares to Buyer, all upon the terms and conditions
hereinafter set forth;
NOW, THEREFORE, in consideration of the mutual promises herein
contained and for other good and valuable consideration, receipt of which is
hereby acknowledged, the parties hereto, each intending to be legally bound
hereby, agree as follows:
1. Buyer hereby purchases from Seller, and Seller hereby sells to
Buyer, the Shares at a price of $11.00 per Share or an aggregate price of
$4,130,500.00 for all 375,500 Shares (the "Purchase Price") in accordance with
the terms and conditions hereof.
<PAGE>
2. Contemporaneously with the execution and delivery hereof:
(a) Seller has delivered to American Stock Transfer and Trust
Company through the "DWAC" Function of the DTC System for the benefit
of Buyer all of the Shares against payment of Purchase Price; and (b)
Buyer has delivered to Prudential Securities through the "DWAC"
Function of the DTC System for credit to the account of Seller the
Purchase Price against delivery of the Shares.
3. Seller represents, warrants and covenants that:
(a) Seller is a corporation duly organized, validly existing
and in good standing under the laws of the State of Delaware.
(b) Seller has had continuous beneficial ownership of the
Shares since their respective dates of acquisition, and the Shares
constitute all of the common stock of Buyer beneficially owned by
Seller.
(c) Seller is the sole owner of the Shares, and has the right
and power to assign, transfer and deliver to Buyer pursuant to this
Agreement the entire right, title and interest in and to the Shares,
free and clear of all security interests, liens, claims and
encumbrances.
(d) All negotiations on its behalf relative to this Agreement
and the transactions contemplated hereby have been
2
<PAGE>
carried on without the intervention of any broker, finder or other
third person, and that no person or entity has any valid claim against
Seller for a brokerage commission or other like payment.
(e) (i) Seller has the full power to execute and deliver this
Agreement and the powers of assignment as required hereunder, (ii) all
action necessary to the validity and performance of this Agreement has
been duly taken by Seller, (iii) the execution, delivery and
performance of this Agreement by Seller does not and will not violate,
conflict with or result in a breach of the Certificate of Incorporation
or By-Laws of Seller, violate or conflict with any agreement binding
upon Seller or its property, or any order or decree of any court,
administrative agency or other governmental authority, and (iv) this
Agreement and all powers of assignment delivered hereunder have been
duly executed and delivered by and are the valid and binding
obligations of Seller, enforceable against Seller in accordance with
their respective terms.
(f) Seller, at no time has been the beneficial owner, directly
or indirectly, of 10% or more of the Buyer's outstanding common shares.
For purposes of this Agreement,
3
<PAGE>
"beneficial owner" shall be defined as set forth in Article
Thirteenth, Section 4B(c) of Buyer's Certificate of
Incorporation.
(g) None of the Shares were acquired by Seller within the
two-year period immediately prior to the date hereof through assignment
or succession in the course of a transaction or series of transactions
not involving a public offering within the meaning of the Securities
Act of 1933.
(h) Seller is not and was not at any time within the period
commencing August 24, 1997 and ending on the date hereof an "Interested
Stockholder" within the meaning of N.J.S.A. Section 14A:10A-3j.
4. Buyer represents, warrants and covenants that:
(a) Buyer is a corporation duly organized, validly existing
and in good standing under the laws of the State of New Jersey.
(b) All the negotiations on its behalf relative to this
Agreement and the transactions compensated hereby have been carried on
without the intervention of any broker, finder or other third person,
and that no person or entity has any valid claim against Buyer either
for a broker's commission or other
4
<PAGE>
like payment.
(c) (i) Buyer has the full power to execute and deliver this
Agreement as required hereunder, (ii) all action necessary to the
validity and performance of this Agreement has been duly taken by Buyer
(iii) the execution, delivery and performance of this Agreement by
Buyer does not and will not violate, conflict with or result in the
breach of the certificate of incorporation or by-laws of Buyer, violate
or conflict with any agreement binding upon Buyer or its property, or
any order or decree of any court, administrative agency or other
governmental authority, and (iv) this Agreement has been duly executed
and delivered by and is valid binding obligations of Buyer, enforceable
in accordance with its terms. In making the foregoing representation,
Buyer is relying on Seller's representations in Sections 3(f) and (g),
above.
5. Seller hereby acknowledges that it has heretofore received Buyer's
annual report on Form 10-K for the year ended July 31, 1996, its quarterly
reports on Form 10-Q for the quarters ended May 31, 1997 and February 28, 1997,
and its unaudited earnings
5
<PAGE>
release for the quarter ended July 31, 1997 issued on September 10, 1997.
6. The laws of the State of New Jersey, without regard to principles of
conflicts laws, shall govern the construction of this Agreement and the rights
and remedies of the parties hereto.
7. This Agreement and the documents executed pursuant hereto,
constitute the entire agreement between the parties, pertaining to the subject
matter hereof, and supersede all prior agreements, understandings, negotiations
and discussions, whether written or oral, of the parties, and there are no
agreements, understandings, warranties or representations among the parties in
connection with the subject matter hereof, except as specifically set forth
herein. No supplements, modifications or waivers of this Agreement shall be
binding unless executed in writing by the parties to be bound hereby and this
Agreement may be amended only by a written signed on behalf of each of the
parties hereto. The parties agree (a) to furnish upon request to each other such
further information, (b) to execute and deliver to each other such other
documents, and (c) to do such other acts and things, all as the other party may
reasonably request for the purpose of carrying out the intent of this Agreement
and the documents referred to in this Agreement, including without limitation,
information required
6
<PAGE>
to comply with Buyer's disclosure obligations under Item 404(a) of Regulation
S-K. This Agreement may be executed in one or more counterparts, each of which
will be deemed to be an original copy of this Agreement and all of which, when
taken together, will be deemed to constitute one and the same agreement.
IN WITNESS WHEREOF, Buyer and Seller have hereunto set their
hands and seals in New Jersey, respectively, as of the day and year
first above written.
ATTEST: UM INVESTMENT CORPORATION
/s/ Arthur W. Hicks, Jr. By: /s/ John Aglialoro
---------------------------- ------------------------
John Aglialoro, Chairman
ATTEST: SL INDUSTRIES, INC.
/s/ David Nuzzo By: /s/ Owen Farren
- ----------------------------- ------------------------
Owen Farren, President
and Chief Executive
Officer
7
