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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
(RULE 13d-101)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(a)
(AMENDMENT NO. 1)*
SL Industries, Inc.
________________________________________________________________________________
(Name of Issuer)
Common Stock, par value $0.20 per share
________________________________________________________________________________
(Title of Class of Securities)
784413106
______________
(CUSIP Number)
Kenneth Liang
Managing Director and General Counsel
Oaktree Capital Management, LLC
333 South Grand Avenue, 28th Floor
Los Angeles, California 90071
(213) 830-6300
________________________________________________________________________________
(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
December 2, 1998
________________________________________________________________________________
(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 that is the subject of this Schedule 13D, and is
filing this schedule because of Sections 240.13d-1(e), 240.13d-l(f) or
240.13d-1(g), check the following box. / /
NOTE: Schedules filed in paper format shall include a signed original and
five copies of the schedule, including all exhibits. See Section 240.13d-7
for other parties to whom copies are to be sent.
(Continued on following pages)
(Page 1 of 9 Pages)
*The remainder of this cover page shall be filled out for a reporting
person's initial filing on this form with respect to the subject class of
securities, and for any subsequent amendment containing information which
would alter disclosures provided in a prior cover page.
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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).
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SCHEDULE 13D
CUSIP No. 784413106 13D Page 3 of 9 Pages
--------- --- ---
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(1) Names of Reporting Persons. S.S. or I.R.S. Identification Nos. of Above
Persons
Oaktree Capital Management, LLC
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(2) Check the Appropriate Box if a Member (a) / /
of a Group* (b) /X/
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(3) SEC Use Only
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(4) Source of Funds*
Not applicable.
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(5) Check if Disclosure of Legal Proceedings is Required Pursuant to
Items 2(d) or 2(e)
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(6) Citizenship or Place of Organization
California
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Number of Shares (7) Sole Voting
Beneficially Owned Power
by Each Reporting
Person With 403,100
--------------------------------------------------
(8) Shared Voting
Power
-0-
--------------------------------------------------
(9) Sole Dispositive
Power
403,100
--------------------------------------------------
(10) Shared Dispositive
Power
-0-
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(11) Aggregate Amount Beneficially Owned by Each Reporting Person
403,100
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(12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares*
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(13) Percent of Class Represented by Amount in Row (11)
7.16%
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(14) Type of Reporting Person*
IA, OO
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*SEE INSTRUCTION BEFORE FILLING OUT!
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SCHEDULE 13D
CUSIP No. 784413106 13D Page 4 of 9 Pages
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(1) Names of Reporting Persons. S.S. or I.R.S. Identification Nos. of Above
Persons
OCM Principal Opportunities Fund, L.P.
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(2) Check the Appropriate Box if a Member (a) / /
of a Group* (b) /X/
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(3) SEC Use Only
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(4) Source of Funds*
OO, WC
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(5) Check if Disclosure of Legal Proceedings is Required Pursuant to
Items 2(d) or 2(e)
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(6) Citizenship or Place of Organization
Delaware
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Number of Shares (7) Sole Voting
Beneficially Owned Power
by Each Reporting
Person With 403,100
--------------------------------------------------
(8) Shared Voting
Power
-0-
--------------------------------------------------
(9) Sole Dispositive
Power
403,100
--------------------------------------------------
(10) Shared Dispositive
Power
-0-
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(11) Aggregate Amount Beneficially Owned by Each Reporting Person
403,100
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(12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares*
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(13) Percent of Class Represented by Amount in Row (11)
7.16%
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(14) Type of Reporting Person*
PN
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*SEE INSTRUCTION BEFORE FILLING OUT!
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ITEM 1. SECURITY AND ISSUER
This Schedule 13D relates to the Common Stock, par value $0.20 per share
("Common Stock"), of SL Industries, Inc., a New Jersey corporation (the
"Issuer"). The address of the principal executive office of the Issuer is
520 Fellowship Road, Suite A114, Mt. Laurel, New Jersey 08054.
ITEM 2. IDENTITY AND BACKGROUND
This Schedule 13D is filed on behalf of:
(1) Oaktree Capital Management, LLC, a California limited liability
company ("Oaktree"), in its capacity as general partner of the
Principal Opportunities Fund (see below); and
(2) OCM Principal Opportunities Fund, L.P., a Delaware limited
partnership (the "Principal Opportunities Fund").
The principal business of Oaktree is providing investment advice and
management services to institutional and individual investors. The Principal
Opportunities Fund is a limited partnership which generally invests in
entities in which there is a potential for the fund to exercise significant
influence over such entities. Based on Oaktree's relationship with the
Principal Opportunities Fund, Oaktree may be deemed to beneficially own the
shares of Common Stock held by the Principal Opportunities Fund.
(a)-(c) & (f)
Oaktree is the general partner of the Principal Opportunities Fund. The
address of the principal business and principal office for Oaktree, the
Principal Opportunities Fund and the portfolio managers is 333 South Grand
Avenue, 28th Floor, Los Angeles, California 90071. The members and executive
officers of Oaktree and the Principal Opportunities Fund are listed below.
The principal address for each member and executive officer of Oaktree and
the Principal Opportunities Fund is 333 South Grand Avenue, 28th Floor,
Los Angeles, California 90071. Each individual listed below is a citizen of
the United States of America.
Executive Officers & Members
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Howard S. Marks Chairman and Principal
Bruce A. Karsh President and Principal
Sheldon M. Stone Principal
David Richard Masson Principal
Larry W. Keele Principal
Stephen A. Kaplan Principal
Russel S. Bernard Principal
David Kirchheimer Managing Director and Chief Financial and
Administrative Officer
Kenneth Liang Managing Director and General Counsel
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Portfolio Managers
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Stephen A. Kaplan Principal
Bruce A. Karsh President and Principal
(d)-(e)
During the last five years, neither Oaktree, the Principal Opportunities
Fund, nor, to the best of their knowledge, any of their respective executive
officers, directors and general partners (i) has been convicted in a criminal
proceeding (excluding traffic violations or similar misdemeanors); or
(ii) has been a party to a civil proceeding of a judicial or administrative
body of competent jurisdiction and as a result of such proceedings 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
The Principal Opportunities Fund holds 403,100 shares of the Issuer's Common
Stock as of the date hereof. The Principal Opportunities Fund used $5,267,968
of funds obtained from its working capital for the acquisition of such shares
of Common Stock.
ITEM 4. PURPOSE OF TRANSACTION
The shares of the Issuer's Common Stock described herein were acquired for
investment purposes, subject to the matters set forth below.
Oaktree, as the general partner of the Principal Opportunities Fund, will
evaluate the Issuer's business and prospects, alternative investment
opportunities and all other factors deemed relevant in determining whether to
hold or to sell shares of the Issuer's Common Stock or whether additional
shares of the Issuer's Common Stock will be acquired by the Principal
Opportunities Fund. The investment strategy of the Principal Opportunities
Fund is generally to invest in entities in which there is a potential to
exercise significant influence over such entities, and the Principal
Opportunities Fund's share ownership, at some point, may be deemed to
constitute "control" of the Issuer. Additional shares of Common Stock may be
acquired in the open market or in privately negotiated transactions, or some
or all of the shares of the Issuer's Common Stock owned by the Principal
Opportunities Fund may be sold. Oaktree currently has no agreements,
beneficially or otherwise, which would be related to or would result in any
of the matters described in Items 4(a)-(j) of Schedule 13D; however, as part
of its ongoing review of investment alternatives, Oaktree may consider such
matters in the future and, subject to applicable law, may formulate a plan
with respect to such matters, and, from time to time, Oaktree may hold
discussions with or make formal proposals to management or the Board of
Directors of the Issuer, other shareholders of the Issuer or other third
parties regarding such matters.
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ITEM 5. INTEREST AND SECURITIES OF THE ISSUER
(a) As of the date of this Schedule 13D, the Principal Opportunities Fund
owns and has sole power to vote and dispose of 403,100 shares of Common Stock
of the Issuer (approximately 7.16% of the outstanding shares of the Issuer's
Common Stock).
As of the date of this Schedule 13D, Oaktree, in its capacity as the general
partner of the Principal Opportunities Fund, may be deemed to be beneficially
own 403,100 shares of Common Stock of the Issuer (approximately 7.16% of the
outstanding shares of the Issuer's Common Stock).
(b) Oaktree has discretionary authority and control over all of the assets of
the Principal Opportunities Fund pursuant to its status as general partner,
including the power to vote and dispose of the Issuer's Common Stock.
Therefore, Oaktree has the power to vote and dispose of 403,100 shares of the
Issuer's Common Stock.
(c) On December 1, 1998, the Principal Opportunities Fund purchased 40,100
shares of the Issuer's Common Stock in the open market at a price of $11.808
per share. On December 2, 1998, the Principal Opportunities Fund purchased
28,100 shares of the Issuer's common stock in the open market at an average
price of approximately $11.75 per share. On December 3, 1998, the Principal
Opportunities Fund purchased 5,800 shares of the Issuer's common stock in the
open market at an average price of approximately $11.75 per share. On
December 8, 1998, the Principal Opportunities Fund purchased 3,100 shares of
the Issuer's common stock in the open market at an average price of
approximately $11.895 per share. Oaktree, as general partner of the
Principal Opportunities Fund, may be deemed to beneficially own the shares of
the Issuer's Common Stock which were purchased by the Principal Opportunities
Fund. Oaktree and each of the individuals listed in Item 2 disclaims
ownership of the shares of the Issuer's Common Stock reported herein (except
for the shares owned directly by such individuals) and the filing of this
Statement shall not be construed as an admission that any such person is the
beneficial owner of any securities covered by this statement. Other than
these transactions, neither the Principal Opportunities Fund nor Oaktree and,
to the best of their knowledge, none of their respective executive officers,
directors or general partners has effected any transaction involving the
Issuer's Common Stock during the last 60 days.
(d) None
(e) Not applicable
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT
TO SECURITIES OF THE ISSUER
Oaktree, as general partner of the Principal Opportunities Fund, receives a
management fee for managing the assets of the Principal Opportunities Fund
and has a carried interest in the Principal Opportunities Fund.
Except as described above and herein in this Schedule 13D, there are no other
contracts, understandings or relationships (legal or otherwise) among the
parties named in Item 2 hereto and
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between such persons and any person with respect to any of the securities of
the Issuer currently owned by the Principal Opportunities Fund.(1)
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS
The following are filed herewith as Exhibits to this Schedule 13D:
Exhibit 1- A written agreement relating to the filing of the joint
acquisition statement as required by Rule 13d-1(k)(1) under the
Securities Exchange Act of 1934, as amended.
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(1) GFI Energy Ventures LLC ("GFI") acts as an advisor to Principal
Opportunities Fund in the energy sector and GFI and the Principal
Opportunities Fund regularly collaborate in investing in and managing
interests in the energy sector. The Principal Opportunities Fund and GFI
have a written agreement with respect to GFI sponsored portfolio companies,
but GFI and the Principal Opportunities Fund have agreed that this agreement
does not apply to the securities of the Issuer currently owned by the
Principal Opportunities Fund. The Principal Opportunities Fund and GFI may
enter into an arrangement with respect to the sharing of profits, if any,
realized on the common stock of the Issuer.
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SIGNATURE
After reasonable inquiry and to the best of its knowledge and belief, the
undersigned certifies that the information set forth in this Schedule 13D is
true, complete and correct.
Dated as of this 9th day of December, 1998.
OAKTREE CAPITAL MANAGEMENT, LLC
By: /s/ Kenneth Liang
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Kenneth Liang
Managing Director and General Counsel
OCM PRINCIPAL OPPORTUNITIES FUND, L.P.
By: /s/ Kenneth Liang
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Kenneth Liang
Managing Director and General Counsel
of Oaktree Capital Management, LLC,
general partner of OCM Principal Opportunities
Fund, L.P.
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EXHIBIT 1
JOINT FILING AGREEMENT
Each of the undersigned acknowledges and agrees that the foregoing
statement on Schedule 13D is filed on behalf of the undersigned and that all
subsequent amendments to this statement on Schedule 13D shall be filed on
behalf of the undersigned without the necessity of filing additional joint
acquisition statements. Each of the undersigned acknowledges that it shall
be responsible for the timely filing of such amendments, and for the
completeness and accuracy of the information concerning it contained therein,
but shall not be responsible for the completeness and accuracy of the
information concerning the other, except to the extent that he or it knows or
has reason to believe that such information is inaccurate.
Dated as of this 9th day of December, 1998.
OAKTREE CAPITAL MANAGEMENT, LLC
By: /s/ Kenneth Liang
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Kenneth Liang
Managing Director and General Counsel
OCM PRINCIPAL OPPORTUNITIES FUND, L.P.
By: /s/ Kenneth Liang
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Kenneth Liang
Managing Director and General Counsel
of Oaktree Capital Management, LLC,
general partner of OCM Principal Opportunities
Fund, L.P.
