<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, 1998
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 21, 1999
<PAGE> 3
SL INDUSTRIES, INC. SAVINGS AND PENSION PLAN
INDEX TO FINANCIAL STATEMENTS AND SCHEDULES
Pages
Report of Independent Public Accountants 4
Financial Statements:
Statements of Net Assets Available for Plan
Benefits, July 31, 1998 and 1997 5-6
Statement of Changes in Net Assets Available
for Plan Benefits for the year ended
July 31, 1998 7
Notes to Financial Statements 8-11
Supplemental Schedules:
Schedules of Assets Held for Investment Purposes -
July 31, 1998 and 1997 12-13
Schedule of Reportable Transactions for the year
ended July 31, 1998 14
Consent of Independent Public Accountants 15
<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, 1998
and 1997, and the related statement of changes in net assets available for plan
benefits for the year ended July 31, 1998. 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,
1998 and 1997, and the changes in net assets available for plan benefits for the
year ended July 31, 1998 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 is 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 8, 1999
<PAGE> 5
SL INDUSTRIES, INC. SAVINGS AND PENSION PLAN
STATEMENT OF NET ASSETS AVAILABLE FOR PLAN BENEFITS
July 31, 1998
<TABLE>
<CAPTION>
Index Diversified
Stable Value Balanced Stock Stock
Fund Fund Fund Fund
---------------- ---------------- ---------------- ---------------
<S> <C> <C> <C> <C>
NET ASSETS
Investments $ 3,474,585 $ 983,788 $ 1,427,821 $1,969,875
Pending transfers - - - -
Participant contribution receivable - - - -
Participant loans receivable - - - -
----------- --------- ----------- ----------
TOTAL NET ASSETS AVAILABLE FOR PLAN BENEFITS $ 3,474,585 $ 983,788 $ 1,427,821 $1,969,875
============ ========== ============ ===========
</TABLE>
<TABLE>
<CAPTION>
SL Industries,
Inc. Growth &
Common Income Puritan Low-Priced
Stock Fund Fund Stock Fund
--------------- --------------- --------------- ---------------
<S> <C> <C> <C> <C>
NET ASSETS
Investments $3,284,403 $ 786,717 $ 578,648 $ 609,034
Pending transfers - - - -
Participant contribution receivable - - - -
Participant loans receivable - - - -
---------- --------- --------- ---------
TOTAL NET ASSETS AVAILABLE FOR PLAN BENEFITS $3,284,403 $ 786,717 $ 578,648 $ 609,034
=========== ========== ========== ==========
</TABLE>
<TABLE>
<CAPTION>
Diversified Loans
International Contributions to
Fund Receivable Participants Combined
--------------- ---------- -------------- ---------------
<S> <C> <C> <C> <C>
NET ASSETS
Investments $ 41,306 $ - $ - $13,156,177
Pending transfers - 279,082 - 279,082
Participant contribution receivable - 71,191 - 71,191
Participant loans receivable - - 383,946 383,946
-------- --------- --------- -----------
TOTAL NET ASSETS AVAILABLE FOR PLAN BENEFITS $ 41,306 $ 350,273 $ 383,946 $13,890,396
========= ========== ========== ===========
</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, 1997
<TABLE>
<CAPTION>
Index Diversified
Stable Value Balanced Stock Stock
Fund Fund Fund Fund
---------------- ---------------- ---------------- -------------
<S> <C> <C> <C> <C>
NET ASSETS
Investments $ 4,671,241 $ 1,073,095 $ 1,097,946 $ 1,899,622
Participant loans receivable -- -- -- --
Pending transfers (138,397) 29,262 40,688 53,700
Participant contribution receivable 21,799 10,839 15,029 18,244
----------- ----------- ----------- -----------
TOTAL NET ASSETS AVAILABLE FOR PLAN BENEFITS $ 4,554,643 $ 1,113,196 $ 1,153,663 $ 1,971,566
=========== =========== =========== ===========
</TABLE>
<TABLE>
<CAPTION>
SL Industries,
Inc. Loans
Common to
Stock Participants Combined
--------------- ----------------- -------------
<S> <C> <C> <C>
NET ASSETS
Investments $ 2,501,716 $ -- $11,243,620
Participant loans receivable -- 262,755 262,755
Pending transfers 14,747 -- --
Participant contribution receivable 17,025 -- 82,936
----------- ----------- -----------
TOTAL NET ASSETS AVAILABLE FOR PLAN BENEFITS $ 2,533,488 $ 262,755 $11,589,311
=========== =========== ===========
</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, 1998
<TABLE>
<CAPTION>
Index
Stable Value Balanced Stock
Fund Fund Fund
----------------- ---------------- ---------------
<S> <C> <C> <C>
ADDITIONS:
Interest and dividend income $ 266,980 $ 36,033 $ 15,133
Contributions:
Employer -- -- --
Participant 197,897 152,011 247,777
Net appreciation (depreciation) of investments -- 114,453 262,557
Loan repayments 41,004 17,048 20,985
Transfers (503,499) (306,855) (151,412)
----------- ----------- -----------
TOTAL ADDITIONS 2,382 12,690 395,040
----------- ----------- -----------
DEDUCTIONS:
Retirement benefits, administrative and termination costs, etc 992,955 100,604 76,568
Loans to participants 89,445 41,494 44,314
----------- ----------- -----------
TOTAL DEDUCTIONS 1,082,440 142,098 120,882
----------- ----------- -----------
Net additions (deductions) in net assets available for plan benefits (1,080,058) (129,408) 274,158
Net assets available for plan benefits at beginning of year 4,554,643 1,113,196 1,153,663
----------- ----------- -----------
Net assets available for plan benefits at end of year $ 3,474,585 $ 983,788 $ 1,427,821
=========== =========== ===========
</TABLE>
<TABLE>
<CAPTION>
SL Industries,
Diversified Inc. Growth &
Stock Common Income
Fund Stock Fund
--------------- --------------- ---------------
<S> <C> <C> <C>
ADDITIONS:
Interest and dividend income $ 19,310 $ 19,201 $ 3,975
Contributions:
Employer -- 315,455 --
Participant 263,613 98,456 54,190
Net appreciation (depreciation) of investments 400,858 1,008,516 49,397
Loan repayments 24,910 8,490 5,109
Transfers (444,767) (399,179) 679,486
----------- ----------- -----------
TOTAL ADDITIONS 263,924 1,050,939 792,157
----------- ----------- -----------
DEDUCTIONS:
Retirement benefits, administrative and termination costs, etc 214,637 258,235 --
Loans to participants 50,978 41,789 5,440
----------- ----------- -----------
TOTAL DEDUCTIONS 265,615 300,024 5,440
----------- ----------- -----------
Net additions (deductions) in net assets available for plan benefits (1,691) 750,915 786,717
Net assets available for plan benefits at beginning of year 1,971,566 2,533,488 --
----------- ----------- -----------
Net assets available for plan benefits at end of year $ 1,969,875 $ 3,284,403 $ 786,717
=========== =========== ===========
</TABLE>
<TABLE>
<CAPTION>
Diversified
Puritan Low-Priced International
Fund Stock Fund Fund
-------------- --------------- ---------------
<S> <C> <C> <C>
ADDITIONS:
Interest and dividend income $ 7,975 $ 513 $ 45
Contributions:
Employer -- -- --
Participant 26,068 38,952 11,878
Net appreciation (depreciation) of investments 25,187 (6,897) 2,808
Loan repayments 912 1,493 188
Transfers 521,426 577,413 27,387
----------- ----------- -----------
TOTAL ADDITIONS 581,568 611,474 42,306
----------- ----------- -----------
DEDUCTIONS:
Retirement benefits, administrative and termination costs, etc -- -- --
Loans to participants 2,920 2,440 1,000
----------- ----------- -----------
TOTAL DEDUCTIONS 2,920 2,440 1,000
----------- ----------- -----------
Net additions (deductions) in net assets available for plan benefits 578,648 609,034 41,306
Net assets available for plan benefits at beginning of year -- -- --
----------- ----------- -----------
Net assets available for plan benefits at end of year $ 578,648 $ 609,034 $ 41,306
=========== =========== ===========
</TABLE>
<TABLE>
<CAPTION>
Loans
Contributions to
Receivable Participants Combined
------------ -------------- -----------
<S> <C> <C> <C>
ADDITIONS:
Interest and dividend income $ -- $ -- $ 369,165
Contributions:
Employer 279,082 -- 594,537
Participant 71,191 -- 1,162,033
Net appreciation of investments -- -- 1,856,879
Loan repayments -- (120,139) --
Transfers -- -- --
----------- ----------- -----------
TOTAL ADDITIONS 350,273 (120,139) 3,982,614
----------- ----------- -----------
DEDUCTIONS:
Retirement benefits, administrative and termination costs, etc -- 38,490 1,681,529
Loans to participants -- (279,820) --
----------- ----------- -----------
TOTAL DEDUCTIONS -- (241,330) 1,681,529
----------- ----------- -----------
Net additions (deductions) in net assets available for plan benefits 350,273 121,191 2,301,085
Net assets available for plan benefits at beginning of year -- 262,755 11,589,311
----------- ----------- -----------
Net assets available for plan benefits at end of year $ 350,273 $ 383,946 $13,890,396
=========== =========== ===========
</TABLE>
NOTE: The accompanying notes are an integral part of these financial statements.
<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, as
amended (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 eight funds: Stable Value Fund, Balanced Fund, Indexed
Stock Fund, Diversified Stock Fund, Growth and Income Fund, Puritan
Fund, Low-Priced Stock Fund and Diversified International 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 ("John Hancock"). 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 either John Hancock or Fidelity Institutional
Retirement Services Co., Inc. ("Fidelity") separate investment accounts
and are carried at market value as reported by John Hancock and
Fidelity 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 (depreciation) in investments which consists of the
realized gains or losses and the unrealized appreciation or
depreciation of those investments.
Interest and dividend income are recorded as earned on an accrual
basis.
<PAGE> 9
Contributions:
Elective Contributions:
Employees' contributions are based upon authorized payroll
withholdings. Participants may make elective deferrals of up
to 20% of their annual compensation.
Matching Employer Contributions:
The employer's match is fifty percent (50%) of the
participant's elective deferrals, not to exceed three percent
(3%) 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 $160,000, 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 retirement date, 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.
<PAGE> 10
Vesting:
Participants become immediately vested in their elective deferral
contributions plus actual earnings and their employer's profit sharing
contributions. Effective August 1, 1997, 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 ...... 80%
Three years or more,
but less than four years ...... 60%
Two years or more,
but less than three years ..... 40%
One year or more,
but less than two years ....... 20%
Less than one year .............. 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 $1,000 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, 1998 and 1997 range from 7.0% to 10.50%.
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.
<PAGE> 11
3. Reconciliation to Form 5500
As of July 31, 1998 and 1997, the Plan had approximately $468,000 and
$475,000, 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, 1998 and 1997:
<TABLE>
<CAPTION>
Net Assets Available
for Plan Benefits
-----------------
Benefits Payable to Benefits July 31, July 31,
Participants Paid 1998 1997
------------------ -------------- ------------ ------------
<S> <C> <C> <C> <C>
Per financial
statements $ 0 $ 1,682,000 $ 13,890,000 $ 11,589,000
Accrued benefit
payments
468,000 468,000 (468,000) (475,000)
Reversal of 1997
accrual for benefit
payments
0 (475,000) 0 0
------------ ------------ ------------ ------------
Per Form 5500 $ 468,000 $ 1,675,000 $ 13,422,000 $ 11,114,000
============ ============ ============ ============
</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 1998 and 1997 were $0
and $1,178, respectively.
5. Tax Status
The Internal Revenue Service has issued a favorable determination
letter stating 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> 12
SL INDUSTRIES, INC. SAVINGS AND PENSION PLAN
SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES
FORM 5500 ITEM 27(a)
JULY 31, 1998
<TABLE>
<CAPTION>
A.Party in Interest B. Identity of Issuer C. Description of Asset
------------------- --------------------- -----------------------
<S> <C> <C>
* SL Industries. Inc. Common Stock
* John Hancock Mutual Life Insurance Company Guaranteed Investment Contracts
(#7494, #7960, #8583 and #9543)
* John Hancock Mutual Life Insurance Company Common Trust Fund - Balanced Fund
* John Hancock Mutual Life Insurance Company Common Trust Fund - Indexed Stock Fund
* John Hancock Mutual Life Insurance Company Common Trust Fund - Diversified Stock Fund
* Fidelity Institutional Retirement Services Co., Inc. Common Trust Fund - FIdelity Growth & Income
Portfolio
* Fidelity Institutional Retirement Services Co., Inc. Common Trust Fund - Fidelity Puritan Fund
* Fidelity Institutional Retirement Services Co., Inc. Common Trust Fund - Fidelity Low-Priced Stock Fund
* Fidelity Institutional Retirement Services Co., Inc. Common Trust Fund - Fidelity Diversified
International Fund
* John Hancock Mutual Life Insurance Company Loans Receivable
(interest ranges from 7.0% to 10.5%)
SL Industries, Inc. Contributions Receivable
</TABLE>
<TABLE>
<CAPTION>
D. Cost E. Current Value
--------- -----------------
<C> <C>
$1,427,509 $3,284,403
$3,474,585 $3,474,585
$ 112,189 $ 983,788
$ 763,597 $1,427,821
$2,132,728 $1,969,875
$ 737,320 $ 786,717
$ 553,461 $ 578,648
$ 615,931 $ 609,034
$ 38,498 $ 41,306
$ 383,946 $ 383,946
$ 350,273 $ 350,273
</TABLE>
* Indicates party known to be a party in interest.
<PAGE> 13
SL INDUSTRIES, INC. SAVINGS AND PENSION PLAN
SCHEDULE OF REPORTABLE TRANSACTIONS
FORM 5500 ITEM 27(d)
FOR THE YEAR ENDING JULY 31, 1998
<TABLE>
<CAPTION>
IDENTITY OF PARTY INVOLVED DESCRIPTION OF ASSET PURCHASE PRICE SELLING PRICE
-------------------------- -------------------- -------------- -------------
<S> <C> <C> <C>
Fidelity Institutional Retirement Services Co., Inc. Guaranteed Investment Contracts $1,496,494
Fidelity Institutional Retirement Services Co., Inc. Common Trust Fund - Diversified $ 659,404
Stock Fund
Fidelity Institutional Retirement Services Co., Inc. Common Stock $ 657,414
John Hancock Mutual Life Insurance Company Common Trust Fund - Fidelity
Growth & Income Portfolio $ 679,486
</TABLE>
<TABLE>
<CAPTION>
COST OF ASSET NET GAIN (LOSS)
------------- ---------------
<C> <C>
$1,496,494 N/A
$ 659,404 N/A
$ 657,414 N/A
$ 679,486 N/A
</TABLE>
<PAGE> 14
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the incorporation of our
report dated January 8, 1999, included in this Form 10-K/A for the year ended
July 31, 1998 into the Company's previously filed Registration Statement File
No. 33-31805 on Form S-8.
ARTHUR ANDERSEN LLP
Philadelphia, PA
January 26, 1999
