<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, 1997
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, 1998
<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 4
Financial Statements:
Statements of Net Assets Available for Plan
Benefits, July 31, 1997 and 1996 5-6
Statement of Changes in Net Assets Available
for Plan Benefits for the year ended
July 31, 1997 7
Notes to Financial Statements 8-12
Supplemental Schedules:
Schedules of Assets Held for Investment Purposes -
July 31, 1997 and 1996 13-14
Consent of Independent Public Accountants 15
</TABLE>
<PAGE> 4
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, 1997
and 1996 and the related statement of changes in net assets available for plan
benefits for the year ended July 31, 1997. 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,
1997 and 1996 and the changes in net assets available for plan benefits for the
year ended July 31, 1997 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 statement 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 change 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.
ARTHUR ANDERSEN LLP
Philadelphia, Pa.,
January 16, 1998
<PAGE> 5
SL INDUSTRIES, INC. SAVINGS AND PENSION PLAN
STATEMENT OF NET ASSETS AVAILABLE FOR PLAN BENEFITS
July 31, 1997
<TABLE>
<CAPTION>
SL Industries,
Index Diversified Inc.
Stable Value Balanced Stock Stock Common
Fund Fund Fund Fund Stock
----------- ----------- ----------- ----------- -----------
<S> <C> <C> <C> <C> <C>
NET ASSETS
Investments $ 4,671,241 $ 1,073,095 $ 1,097,946 $ 1,899,622 $ 2,501,716
Participant loans receivable -- -- -- -- --
Pending transfers (138,397) 29,262 40,688 53,700 14,747
Participant contribution receivable 21,799 10,839 15,029 18,244 17,025
----------- ----------- ----------- ----------- -----------
TOTAL NET ASSETS AVAILABLE FOR PLAN BENEFITS $ 4,554,643 $ 1,113,196 $ 1,153,663 $ 1,971,566 $ 2,533,488
=========== =========== =========== =========== ===========
</TABLE>
<TABLE>
<CAPTION>
Loans
to
Participants Combined
----------- -----------
<S> <C> <C>
NET ASSETS
Investments $ -- $11,243,620
Participant loans receivable 262,755 262,755
Pending transfers -- --
Participant contribution receivable -- 82,936
----------- -----------
TOTAL NET ASSETS AVAILABLE FOR PLAN BENEFITS $ 262,755 $11,589,311
=========== ===========
</TABLE>
NOTE: The accompanying notes are an integral part of this financial statement.
<PAGE> 6
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.
Stable Value Balanced Stock Stock Common
Fund Fund Fund Fund Stock
---------- ---------- ---------- ---------- ----------
<S> <C> <C> <C> <C> <C>
NET ASSETS
Investments $3,954,508 $ 882,270 $ 603,669 $1,203,910 $1,866,532
Participant loans receivable -- -- -- -- --
Contributions receivable:
Employer 89,287 32,787 23,002 40,517 16,130
Participants 22,183 9,522 7,006 10,783 14,159
---------- ---------- ---------- ---------- ----------
TOTAL NET ASSETS AVAILABLE FOR PLAN BENEFITS $4,065,978 $ 924,579 $ 633,677 $1,255,210 $1,896,821
========== ========== ========== ========== ==========
</TABLE>
<TABLE>
<CAPTION>
Loans
to
Participants Combined
---------- ----------
<S> <C> <C>
NET ASSETS
Investments $ -- $8,510,889
Participant loans receivable 321,955 321,955
Contributions receivable:
Employer -- 201,723
Participants -- 63,653
---------- ----------
TOTAL NET ASSETS AVAILABLE FOR PLAN BENEFITS $ 321,955 $9,098,220
========== ==========
</TABLE>
NOTE: The accompanying notes are an integral part of this financial statement.
<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, 1997
<TABLE>
<CAPTION>
SL Industries,
Index Diversified Inc.
Stable Value Balanced Stock Stock Common
Fund Fund Fund Fund Stock
----------- ----------- ----------- ----------- -----------
<S> <C> <C> <C> <C> <C>
ADDITIONS:
Interest and dividend income $ 273,463 $ 47,005 $ 22,543 $ 43,603 $ 17,209
Contributions:
Employer 81,017 29,262 40,688 53,700 167,960
Participant 245,996 126,483 154,721 194,999 62,679
Net appreciation of investments -- 169,604 321,001 536,860 424,529
Loan repayments 90,810 34,433 13,409 63,851 10,353
Transfers 102,391 (165,658) 72,002 (59,978) 51,243
----------- ----------- ----------- ----------- -----------
TOTAL ADDITIONS 793,677 241,129 624,364 833,035 733,973
----------- ----------- ----------- ----------- -----------
DEDUCTIONS:
Retirement benefits, administrative
and termination costs, etc. 233,331 30,830 85,019 96,038 90,706
Loans to participants 71,681 21,682 19,359 20,641 6,600
----------- ----------- ----------- ----------- -----------
TOTAL DEDUCTIONS 305,012 52,512 104,378 116,679 97,306
----------- ----------- ----------- ----------- -----------
Net additions (deductions) in net assets
available for plan benefits 488,665 188,617 519,986 716,356 636,667
Net assets available for plan benefits
at beginning of year 4,065,978 924,579 633,677 1,255,210 1,896,821
----------- ----------- ----------- ----------- -----------
Net assets available for plan benefits
at end of year $ 4,554,643 $ 1,113,196 $ 1,153,663 $ 1,971,566 $ 2,533,488
=========== =========== =========== =========== ===========
</TABLE>
<TABLE>
<CAPTION>
Loans
to
Participants Combined
----------- -----------
<S> <C> <C>
ADDITIONS:
Interest and dividend income $ -- $ 403,823
Contributions:
Employer -- 372,627
Participant -- 784,878
Net appreciation of investments -- 1,451,994
Loan repayments (212,856) --
Transfers -- --
----------- -----------
TOTAL ADDITIONS (212,856) 3,013,322
----------- -----------
DEDUCTIONS:
Retirement benefits, administrative
and termination costs, etc. (13,693) 522,231
Loans to participants (139,963) --
----------- -----------
TOTAL DEDUCTIONS (153,656) 522,231
----------- -----------
Net additions (deductions) in net assets
available for plan benefits (59,200) 2,491,091
Net assets available for plan benefits
at beginning of year 321,955 9,098,220
----------- -----------
Net assets available for plan benefits
at end of year $ 262,755 $11,589,311
=========== ===========
</TABLE>
NOTE: The accompanying notes are an integral part of this financial statement.
<PAGE> 8
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 U.S. 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 on the New York Stock Exchange.
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 or depreciation of those
investments.
<PAGE> 9
Interest and dividend income are recorded as earned on an accrual basis.
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
<PAGE> 10
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:
<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 makes loans to a participant, using the participant's account
balance as collateral. 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, 1997 and 1996 range from 9.25% to 9.50%.
<PAGE> 11
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.
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, 1997 and 1996, the Plan had approximately $475,000 and
$158,000, respectively, of pending distributions to participants who
elected to withdraw from the Plan. These amounts are recorded as a
liability in the 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, 1997 and 1996:
<TABLE>
<CAPTION>
Net Assets Available
for Plan Benefits
-----------------
Benefits
Payable to Benefits July 31, July 31,
Participant Paid 1997 1996
-------- -------- ----------- ----------
<S> <C> <C> <C> <C>
Per financial
statements $ 0 $541,000 $11,589,000 $9,098,000
Accrued benefit
payments
475,000 475,000 (475,000) (158,000)
Reversal of 1996
accrual for
benefit payments
0 (158,000) 0 0
-------- -------- ----------- ----------
Per Form 5500 $475,000 $858,000 $11,114,000 $8,940,000
======== ======== =========== ==========
</TABLE>
<PAGE> 12
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 1997 and 1996 were $1,178
and $2,290, respectively.
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 they are 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, 1997
<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 $1,339,341 $2,501,716
* John Hancock Mutual Guaranteed Investment Contracts $4,671,241 $4,671,241
Life Insurance Company (#6315, #7494, #7960, #8583 and #9543)
* John Hancock Mutual Common Trust Fund - Balanced Fund $860,308 $1,073,095
Life Insurance Company
* John Hancock Mutual Common Trust Fund - Indexed Stock Fund $668,205 $1,097,946
Life Insurance Company
* John Hancock Mutual Common Trust Fund - Diversified Stock Fund $1,426,318 $1,899,622
Life Insurance Company
* John Hancock Mutual Loans Receivable $262,755 $262,755
Life Insurance Company (interest ranges from 9.25% to 9.50%)
</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, 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 Guaranteed Investment Contracts $3,954,508 $3,954,508
Life Insurance Company (#6315, #7494, #7960 and #8583)
* John Hancock Mutual Common Trust Fund - Balanced Fund $728,393 $882,270
Life Insurance Company
* John Hancock Mutual Common Trust Fund - Indexed Stock Fund $397,011 $603,669
Life Insurance Company
* John Hancock Mutual Common Trust Fund - Diversified Stock Fund $1,011,034 $1,203,910
Life Insurance Company
* John Hancock Mutual Loans Receivable $321,955 $321,955
Life Insurance Company (interest ranges from 9.25% to 9.50%)
</TABLE>
* Indicates party known to be a party in interest.
<PAGE> 15
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the incorporation of our
report dated January 16, 1998, included in this Form 10-K/A for the year ended
July 31, 1997 into the company's previously filed Registration Statement No.
33-31805 on Form S-8.
ARTHUR ANDERSEN LLP
Philadelphia, PA
January 27, 1998
