SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
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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)1
SL INDUSTRIES, INC.
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(Name of Issuer)
COMMON STOCK, $.20 PAR VALUE
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(Title of Class of Securities)
784413106
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(CUSIP Number)
STEVEN WOLOSKY, ESQ.
OLSHAN GRUNDMAN FROME ROSENZWEIG & WOLOSKY LLP
505 Park Avenue
New York, New York 10022
(212) 753-7200
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(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
October 18, 2000
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(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 Rule 13d-1(e), 13d-1(f) or 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 Rule 13d-7 for
other parties to whom copies are to be sent.
(Continued on following pages)
(Page 1 of 6 Pages)
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1 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.
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 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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CUSIP No. 784413106 13D Page 2 of 6 Pages
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1 NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
STEEL PARTNERS II, L.P.
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) |_|
(b) |_|
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3 SEC USE ONLY
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4 SOURCE OF FUNDS*
WC
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEM 2(d) OR 2(e) |_|
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
DELAWARE
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NUMBER OF 7 SOLE VOTING POWER
SHARES
BENEFICIALLY 393,700
OWNED BY
EACH
REPORTING -----------------------------------------------------------------
PERSON WITH
8 SHARED VOTING POWER
-0-
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9 SOLE DISPOSITIVE POWER
393,700
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10 SHARED DISPOSITIVE POWER
-0-
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
393,700
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* |_|
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
7.0%
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14 TYPE OF REPORTING PERSON*
PN
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*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
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CUSIP No. 784413106 13D Page 3 of 6 Pages
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1 NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
WARREN LICHTENSTEIN
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) |_|
(b) |_|
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3 SEC USE ONLY
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4 SOURCE OF FUNDS*
OO
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEM 2(d) OR 2(e) |_|
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
USA
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NUMBER OF 7 SOLE VOTING POWER
SHARES
BENEFICIALLY 409,500
OWNED BY
EACH
REPORTING -----------------------------------------------------------------
PERSON WITH
8 SHARED VOTING POWER
-0-
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9 SOLE DISPOSITIVE POWER
409,500
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10 SHARED DISPOSITIVE POWER
-0-
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
409,500
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* |_|
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
7.3%
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14 TYPE OF REPORTING PERSON*
IN
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*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
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CUSIP No. 784413106 13D Page 4 of 6 Pages
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The following constitutes Amendment No. 1 ("Amendment No. 1") to the
Schedule 13D filed by the undersigned. This Amendment No. 1 amends the Schedule
13D as specifically set forth.
Subparagraphs (b) - (c) of Item 2 are hereby amended and restated as follows:
(b) The principal business address of each Reporting Person is
150 E. 52nd Street, 21st Floor, New York, New York 10022.
(c) The principal business of Steel Partners II is investing
in the securities of small cap companies. The principal occupation of Mr.
Lichtenstein is investing in the securities of small cap companies. Mr.
Lichtenstein is no longer a member of the Board of Directors of the Issuer.
Item 3 is hereby amended and restated as follows:
Item 3. Source and Amount of Funds or Other Consideration.
The aggregate purchase price of the 393,700 Shares of Common
Stock owned by Steel Partners II is $3,148,589. The Shares of Common Stock owned
by Steel Partners II were acquired with partnership funds. The aggregate
purchase price of the 15,800 Shares of Common Stock purchased by Mr.
Lichtenstein is $57,038 and came from his personal funds.
Item 4 is hereby amended and restated as follows:
The Reporting Persons purchased the Shares based on the
Reporting Persons' belief that the Shares at current market prices are
undervalued and represent an attractive investment opportunity. Depending upon
overall market conditions, other investment opportunities available to the
Reporting Persons, and the availability of Shares of Common Stock at prices that
would make the purchase of additional Shares desirable, the Reporting Persons
may endeavor to increase their position in the Issuer through, among other
things, the purchase of Shares of Common Stock on the open market or in private
transactions or otherwise, on such terms and at such times as the Reporting
Persons may deem advisable.
No Reporting Person has any present plan or proposal which
would relate to or result in any of the matters set forth in subparagraphs (a) -
(j) of Item 4 of Schedule 13D except as set forth herein or such as would occur
upon completion of any of the actions discussed above. Steel Partners II intends
to review its investment in the Issuer on a continuing basis and engage in
discussions with management and the Board of Directors of the Issuer concerning
the business, operations and future plans of the Issuer. Depending on various
factors including, without limitation,
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CUSIP No. 784413106 13D Page 5 of 6 Pages
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the Issuer's financial position and investment strategy, the price levels of the
Common Stock, conditions in the securities markets and general economic and
industry conditions, Steel Partners II may in the future take such actions with
respect to its investment in the Issuer as it deems appropriate including,
without limitation, seeking Board representations, making proposals to the
Issuer concerning the capitalization and operations of the Issuer, purchasing
additional Shares of Common Stock or selling some or all of its Shares or to
change its intention with respect to any and all matters referred to in Item 4.
Item 5(a) is hereby amended and restated as follows:
(a) The aggregate percentage of Shares of Common Stock
reported owned by each person named herein is based upon 5,637,810 Shares
outstanding, which is the total number of Shares of Common Stock outstanding as
reported in the Issuer's Quarterly Report on Form 10-Q for the fiscal quarter
ended June 30, 2000.
As of the close of business on October 23, 2000, Steel
Partners II beneficially owns 393,700 Shares of Common Stock constituting
approximately 7.0% of the Shares outstanding. Mr. Lichtenstein beneficially owns
409,500 Shares, representing approximately 7.3% of the Shares outstanding. Mr.
Lichtenstein has sole voting and dispositive power with respect to the 15,800
Shares owned by him and the 393,700 Shares owned by Steel Partners II by virtue
of his authority to vote and dispose of such Shares. All of such Shares were
acquired in open-market transactions.
Item 5(c) is hereby amended and restated to read as follows:
(c) Steel Partners II engaged in the following transactions in
the Shares within the past 60 days:
Shares of Common
Date of Purchase Stock Purchased Price Per Share($)
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10/6/00 4,000 10.73250
10/12/00 500 10.79000
10/17/00 16,000 10.78090
10/18/00 18,400 10.08230
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CUSIP No. 784413106 13D Page 6 of 6 Pages
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SIGNATURES
After reasonable inquiry and to the best of his knowledge and
belief, each of the undersigned certifies that the information set forth in this
statement is true, complete and correct.
Dated: October 23, 2000 STEEL PARTNERS II, L.P.
By: Steel Partners, L.L.C.
General Partner
By:/s/ Warren G. Lichtenstein
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Warren G. Lichtenstein
Chief Executive Officer
/s/ Warren G. Lichtenstein
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WARREN G. LICHTENSTEIN
