<PAGE> 1
UNITED STATES
SECURITIES & EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 11-K
[ ] ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934 [FEE REQUIRED]
For the fiscal year ended _________________________________________________
[X] TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934 [ NO FEE REQUIRED]
Transition period from August 1, 1999 to December 31, 1999
COMMISSION FILE NUMBER 1-4987
SL INDUSTRIES, INC.
SAVINGS AND PENSION PLAN
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
June 26, 2000
<PAGE> 3
SL INDUSTRIES, INC. SAVINGS AND PENSION PLAN
INDEX TO FINANCIAL STATEMENTS AND SCHEDULE
<TABLE>
<CAPTION>
Pages
-----
<S> <C>
Report of Independent Public Accountants 4
Financial Statements:
Statements of Net Assets Available for Plan Benefits,
December 31, 1999 and July 31, 1999 5-6
Statement of Changes in Net Assets Available for Plan Benefits
For the transition period ended December 31, 1999 7
Notes to Financial Statements 8-11
Supplemental Schedule:
Schedules of Assets Held for Investment Purposes -
December 31, 1999 and July 31, 1999 12-13
Consent of Independent Public Accountants 14
</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 December 31,
1999 and July 31, 1999, and the related statement of changes in net assets
available for plan benefits for the five months ended December 31, 1999. These
financial statements and the schedule 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
December 31, 1999 and July 31, 1999 and the changes in net assets available for
plan benefits for the five months ended December 31, 1999 in conformity with
general 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 schedule listed in the
accompanying index is presented for purposes of additional analysis and is not
a required part of the basis financial statements but is 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 schedule 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.,
June 19, 2000
4
<PAGE> 5
SL INDUSTRIES, INC. SAVINGS AND PENSION PLAN
STATEMENT OF NET ASSETS AVAILABLE FOR PLAN BENEFITS
December 31, 1999
<TABLE>
<CAPTION>
SL Industries,
Blended Inc. Growth &
Income Common Income Puritan Low-Priced
Fund Stock Portfolio Fund Stock Fund
---- ----- --------- ---- ----------
<S> <C> <C> <C> <C> <C>
NET ASSETS
Investments $4,277,058 $2,528,844 $1,610,415 $ 681,059 $ 805,278
Employer contribution receivable - - - - -
Participant contribution receivable - - - - -
Participant loans receivable - - - - -
----------- ----------- ----------- ---------- ----------
TOTAL NET ASSETS AVAILABLE FOR PLAN BENEFITS $4,277,058 $2,528,844 $1,610,415 $ 681,059 $ 805,278
=========== =========== =========== ========== ==========
</TABLE>
<TABLE>
<CAPTION>
Diversified Fidelity Fidelity Fidelity Fidelity
International Mid-Cap Freedom Freedom Freedom
Fund Stock Fund Income Fund 2000 Fund 2010 Fund
---- ---------- ----------- --------- ---------
<S> <C> <C> <C> <C> <C>
NET ASSETS
Investments $ 341,517 $ 928,091 $ 62,598 $ 345,963 $ 591,877
Employer contribution receivable - - - - -
Participant contribution receivable - - - - -
Participant loans receivable - - - - -
----------- ----------- ---------- ---------- ----------
TOTAL NET ASSETS AVAILABLE FOR PLAN BENEFITS $ 341,517 $ 928,091 $ 62,598 $ 345,963 $ 591,877
=========== =========== ========== ========== ==========
</TABLE>
<TABLE>
<CAPTION>
Fidelity Fidelity Spartan Fidelity
Freedom Freedom US Equity US Bond Contributions
2020 Fund 2030 Fund Index Fund Index Fund Receivable
--------- --------- ---------- ---------- ----------
<S> <C> <C> <C> <C> <C>
NET ASSETS
Investments $ 652,699 $ 330,432 $1,372,562 $ 120,587 $ -
Employer contribution receivable - - - - 190,874
Participant contribution receivable - - - 99,708
Participant loans receivable - - - - -
----------- ----------- ---------- ---------- -----------
TOTAL NET ASSETS AVAILABLE FOR PLAN BENEFITS $ 652,699 $ 330,432 $1,372,562 $ 120,587 $ 290,582
=========== =========== ========== ========== ===========
</TABLE>
<TABLE>
<CAPTION>
Loans
to
Participants Combined
------------ --------
<S> <C> <C>
NET ASSETS
Investments $ - $14,648,980
Employer contribution receivable - 190,874
Participant contribution receivable - 99,708
Participant loans receivable 400,478 400,478
----------- -----------
TOTAL NET ASSETS AVAILABLE FOR PLAN BENEFITS $ 400,478 $15,340,040
=========== ===========
</TABLE>
NOTE: The accompanying notes are an integral part of these financial statements.
<PAGE> 6
SL INDUSTRIES, INC. SAVINGS AND PENSION PLAN
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR PLAN BENEFITS
FOR THE FIVE MONTHS ENDING DECEMBER 31, 1999
<TABLE>
<CAPTION>
SL Industries,
Blended Inc. Growth &
Income Common Income Puritan
Fund Stock Portfolio Fund
---- ----- --------- ----
<S> <C> <C> <C> <C>
ADDITIONS:
Interest and dividend income $ 104,511 $ 13,291 $ 102,217 $ 43,218
Contributions:
Employer 23,214 199,570 52,191 18,638
Participant 34,312 32,826 107,484 36,450
Net appreciation (depreciation) of investments -- (150,106) (3,318) (39,309)
Loan repayments 3,735 4,767 13,595 4,417
Transfers 74,447 (126,055) (11,778) (5,912)
----------- ----------- ----------- -----------
TOTAL ADDITIONS 240,219 (25,707) 260,391 57,502
----------- ----------- ----------- -----------
DEDUCTIONS:
Administrative costs -- -- -- --
Withdrawals 107,465 461,888 93,257 21,066
Loans to participants 10,807 373 23,321 308
----------- ----------- ----------- -----------
TOTAL DEDUCTIONS 118,272 462,261 116,578 21,374
----------- ----------- ----------- -----------
Net additions (deductions) in net assets available for plan
benefits 121,947 (487,968) 143,813 36,128
Net assets available for plan benefits at beginning of year 4,155,111 3,016,812 1,466,602 644,931
----------- ----------- ----------- -----------
Net assets available for plan benefits at end of year $ 4,277,058 $ 2,528,844 $ 1,610,415 $ 681,059
=========== =========== =========== ===========
</TABLE>
<TABLE>
<CAPTION>
Diversified Fidelity Fidelity
Low-Priced International Mid-Cap Freedom
Stock Fund Fund Stock Fund Income Fund
---------- ---- ---------- -----------
<S> <C> <C> <C> <C>
ADDITIONS:
Interest and dividend income $ 51,860 $ 11,473 $ 48,990 $ 1,807
Contributions:
Employer 25,825 9,650 27,359 963
Participant 40,689 27,375 88,189 10,462
Net appreciation (depreciation) of investments (65,973) 69,596 129,855 924
Loan repayments 2,580 7,313 5,638 4,204
Transfers (139,919) 36,821 37,657 (2,026)
--------- --------- --------- ---------
TOTAL ADDITIONS (84,938) 162,228 337,688 16,334
--------- --------- --------- ---------
DEDUCTIONS:
Administrative costs 82 -- -- --
Withdrawals 27,333 39,252 73,707 86
Loans to participants 502 43 2,130 8,277
--------- --------- --------- ---------
TOTAL DEDUCTIONS 27,917 39,295 75,837 8,363
--------- --------- --------- ---------
Net additions (deductions) in net assets available for plan
benefits (112,855) 122,933 261,851 7,971
Net assets available for plan benefits at beginning of year 918,133 218,584 666,240 54,627
--------- --------- --------- ---------
Net assets available for plan benefits at end of year $ 805,278 $ 341,517 $ 928,091 $ 62,598
========= ========= ========= =========
</TABLE>
<TABLE>
<CAPTION>
Fidelity Fidelity Fidelity Fidelity Spartan
Freedom Freedom Freedom Freedom US Equity
2000 Fund 2010 Fund 2020 Fund 2030 Fund Index Fund
--------- --------- --------- --------- ----------
<S> <C> <C> <C> <C> <C>
ADDITIONS:
Interest and dividend income $ 14,411 $ 23,949 $ 27,800 $ 11,417 $ 13,941
Contributions:
Employer 7,501 17,621 23,977 14,368 30,654
Participant 21,256 39,211 55,051 29,519 121,131
Net appreciation (depreciation) of investments 10,424 35,248 59,824 35,407 120,805
Loan repayments 5,097 11,874 12,269 5,266 16,509
Transfers (1,037) 65,066 3,456 7,426 65,622
---------- ---------- ---------- ---------- ----------
TOTAL ADDITIONS 57,652 192,969 182,377 103,403 368,662
---------- ---------- ---------- ---------- ----------
DEDUCTIONS:
Administrative costs -- -- -- -- --
Withdrawals 500 5,289 5,649 22,856 20,934
Loans to participants 4,050 28 4,442 2,308 23,032
---------- ---------- ---------- ---------- ----------
TOTAL DEDUCTIONS 4,550 5,317 10,091 25,164 43,966
---------- ---------- ---------- ---------- ----------
Net additions (deductions) in net assets available for plan
benefits 53,102 187,652 172,286 78,239 324,696
Net assets available for plan benefits at beginning of year 292,861 404,225 480,413 252,193 1,047,866
---------- ---------- ---------- ---------- ----------
Net assets available for plan benefits at end of year $ 345,963 $ 591,877 $ 652,699 $ 330,432 $1,372,562
========== ========== ========== ========== ==========
</TABLE>
<TABLE>
<CAPTION>
Fidelity Loans
US Bond Contributions to
Index Fund Receivable Participants Combined
---------- ---------- ------------ --------
<S> <C> <C> <C> <C>
ADDITIONS:
Interest and dividend income $ 3,274 $ (135) $ -- $ 472,024
Contributions:
Employer 6,209 (116,699) -- 341,041
Participant 12,950 17,294 -- 674,199
Net appreciation (depreciation) of investments (2,178) -- -- 201,199
Loan repayments 467 -- (97,731) --
Transfers (3,768) -- -- (0)
------------ ------------ ------------ ------------
TOTAL ADDITIONS 16,954 (99,540) (97,731) 1,688,463
------------ ------------ ------------ ------------
DEDUCTIONS:
Administrative costs -- -- -- 82
Withdrawals 891 -- 42,579 922,752
Loans to participants 647 -- (80,268) --
------------ ------------ ------------ ------------
TOTAL DEDUCTIONS 1,538 -- (37,689) 922,834
------------ ------------ ------------ ------------
Net additions (deductions) in net assets available for plan
benefits 15,416 (99,540) (60,042) 765,629
Net assets available for plan benefits at beginning of year 105,171 390,122 460,520 14,574,411
------------ ------------ ------------ ------------
Net assets available for plan benefits at end of year $ 120,587 $ 290,582 $ 400,478 $ 15,340,040
============ ============ ============ ============
</TABLE>
NOTE: The accompanying notes are an integral part of these financial statements.
<PAGE> 7
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 attained the age of 18 on the first day of the month
coinciding with or following their date of hire. 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 thirteen Fidelity Institutional Retirement Services
Co., Inc. ("Fidelity") funds: Blended Income Fund, Growth and Income
Portfolio, Puritan Fund, Low-Priced Stock Fund, Diversified
International Fund, Mid-Cap Stock Fund, Freedom Income Fund, Freedom
2000 Fund, Freedom 2010 Fund, Freedom 2020 Fund, Freedom 2030 Fund,
Spartan U.S. Equity Index Fund and U.S. Bond Index 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 Blended Income Fund represents a deposit contract with John Hancock
Mutual Life Insurance Company ("John Hancock") and Fidelity's Managed
Income Portfolio. Contributions are maintained in pooled accounts. The
account is credited with earnings on the underlying investments at
various rates and charged for Plan withdrawals. The financial
statements reflect the contract/market values as reported by John
Hancock and Fidelity as of the Plan year-end.
The remaining funds are Fidelity separate investment accounts and are
carried at market value as reported by 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 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> 8
Contributions:
Elective Contributions:
Employees' contributions are based upon authorized payroll
withholdings. Participants may make elective deferrals of up
to 20% of their annual compensation, as defined by the Plan.
Matching Employer Contributions:
The employer's match is fifty percent (50%) of the
participant's elective deferrals, not to exceed six percent
(6%) 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 earned at least 1,000 hours of service
during the Plan year and is equal to two percent (2%) of the
participant's wages, up to a maximum of $160,000, for the plan
year, with the exception of participants who are disabled, die
or retire. 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. 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.
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 ........ 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%
</TABLE>
<PAGE> 9
<TABLE>
<S> <C>
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 in accordance with the
provisions of the Plan. 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 one-half 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 in the accompanying statements of net assets available for
plan benefits as of December 31, 1999 and July 31, 1999 range from 7%
to 9.5% and 7% to 10%, respectively.
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 December 31, 1999 and July 31, 1999, the Plan had $26,395 and
$68,091, 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.
<PAGE> 10
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 five months ended December 31, 1999 and year ended July 31,
1999:
<TABLE>
<CAPTION>
Net Assets Available
for Plan Benefits
-----------------
Benefits
Payable to Benefits December 31, July 31,
Participant Paid 1999 1999
----------- ----- ---- ----
<S> <C> <C> <C> <C>
Per financial
statements $ 0 $922,752 $15,340,040 $14,574,411
Accrued benefit
payments 26,395 26,395 (26,395) ( 68,091)
Reversal of 1999
accrual for benefit
payments 0 (68,091) 0 0
------------ ------------ ------------ ------------
Per Form 5500 $26,395 $881,056 $15,313,645 $14,506,320
============ ============ ============ ============
</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 the five months ended December
31, 1999 and fiscal year ended July 31, 1999 were $82 and $263,
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> 11
SL INDUSTRIES, INC. SAVINGS AND PENSION PLAN
SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES
FORM 5500 ITEM 27(a)
DECEMBER 31, 1999
<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 (#8583)
* Fidelity Institutional Retirement Services Co., Inc. Common Trust Fund - Managed Income Portfolio
* 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
* Fidelity Institutional Retirement Services Co., Inc. Common Trust Fund - Fidelity Mid-Cap Stock Fund
* Fidelity Institutional Retirement Services Co., Inc. Common Trust Fund - Fidelity Freedom Income Fund
* Fidelity Institutional Retirement Services Co., Inc. Common Trust Fund - Fidelity Freedom 2000 Fund
* Fidelity Institutional Retirement Services Co., Inc. Common Trust Fund - Fidelity Freedom 2010 Fund
* Fidelity Institutional Retirement Services Co., Inc. Common Trust Fund - Fidelity Freedom 2020 Fund
* Fidelity Institutional Retirement Services Co., Inc. Common Trust Fund - Fidelity Freedom 2030 Fund
* Fidelity Institutional Retirement Services Co., Inc. Common Trust Fund - Spartan U.S. Equity Index Fund
* Fidelity Institutional Retirement Services Co., Inc. Common Trust Fund - Fidelity U.S. Bond Index Fund
* Fidelity Institutional Retirement Services Co., Inc. Loans Receivable
* SL Industries, Inc. Contributions Receivable
</TABLE>
<TABLE>
<CAPTION>
D. Cost E. Current Value
--------- -----------------
<S> <C>
$ 1,807,593 $ 2,528,844
$ 1,002,483 $ 1,002,483
$ 3,274,575 $ 3,719,575
$ 1,447,783 $ 1,610,415
$ 694,731 $ 681,059
$ 851,806 $ 805,278
$ 251,408 $ 341,517
$ 735,779 $ 928,091
$ 61,648 $ 62,598
$ 325,159 $ 345,963
$ 531,166 $ 591,877
$ 553,912 $ 652,699
$ 269,827 $ 330,432
$ 1,122,519 $ 1,372,562
$ 127,723 $ 120,587
$ 400,478 $ 400,478
$ 290,582 $ 290,582
</TABLE>
* Indicates party known to be a party in interest.
<PAGE> 12
SL INDUSTRIES, INC. SAVINGS AND PENSION PLAN
SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES
FORM 5500 ITEM 27(a)
JULY 31, 1999
<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 (#8583)
* Fidelity Institutional Retirement Services Co., Inc. Common Trust Fund - Managed Income Portfolio
* 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
* Fidelity Institutional Retirement Services Co., Inc. Common Trust Fund - Fidelity Mid-Cap Stock Fund
* Fidelity Institutional Retirement Services Co., Inc. Common Trust Fund - Fidelity Freedom Income Fund
* Fidelity Institutional Retirement Services Co., Inc. Common Trust Fund - Fidelity Freedom 2000 Fund
* Fidelity Institutional Retirement Services Co., Inc. Common Trust Fund - Fidelity Freedom 2010 Fund
* Fidelity Institutional Retirement Services Co., Inc. Common Trust Fund - Fidelity Freedom 2020 Fund
* Fidelity Institutional Retirement Services Co., Inc. Common Trust Fund - Fidelity Freedom 2030 Fund
* Fidelity Institutional Retirement Services Co., Inc. Common Trust Fund - Spartan U.S. Equity Index
Fund
* Fidelity Institutional Retirement Services Co., Inc. Common Trust Fund - Fidelity U.S. Bond Index Fund
* Fidelity Institutional Retirement Services Co., Inc. Loans Receivable
* SL Industries, Inc. Contributions Receivable
</TABLE>
<TABLE>
<CAPTION>
D. Cost E. Current Value
--------- -----------------
<S> <C>
$ 1,955,928 $ 3,016,812
$ 976,520 $ 976,520
$ 3,178,591 $ 3,178,591
$ 1,310,136 $ 1,466,601
$ 620,462 $ 644,931
$ 915,824 $ 918,133
$ 196,292 $ 218,584
$ 603,494 $ 666,240
$ 54,493 $ 54,627
$ 282,493 $ 292,861
$ 378,812 $ 404,225
$ 439,907 $ 480,413
$ 227,088 $ 252,193
$ 916,587 $ 1,047,866
$ 110,161 $ 105,171
$ 460,520 $ 460,520
$ 390,123 $ 390,123
</TABLE>
* Indicates party known to be a party in interest.
<PAGE> 13
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the incorporation of
our report included in this Form 11-K into the Company's previously filed
Registration Statement File No. 33-31805 on Form S-8.
ARTHUR ANDERSEN LLP
Philadelphia, Pa.
June 26, 2000
5
