SCHEDULE 14A
(RULE 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE
SECURITIES EXCHANGE ACT OF 1934 (AMENDMENT NO. )
Filed by the Registrant [X]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
[ ] Preliminary Proxy Statement [ ] Confidential, For Use of the Com-
mission Only (as permitted by
Rule 14a-6(e)(2))
[ ] Definitive Proxy Statement
[X] Definitive Additional Materials
[ ] Soliciting Material Under Rule 14a-12
SL Industries, Inc.
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(Name of Registrant as Specified in Its Charter)
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(Name of Person (s) Filing Proxy Statement, if Other Than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i) (1) and
0-11.
(1) Title of each class of securities to which transaction applies:
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(2) Aggregate number of securities to which transaction applies:
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(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee
is calculated and state how it was determined):
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(4) Proposed maximum aggregate value of transaction:
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(5) Total fee paid:
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[ ] Fee paid previously with preliminary materials:
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[ ] Check box if any part of the fee is offset as provided by Exchange
Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was
paid previously. Identify the previous filing by registration statement number,
or the form or schedule and the date of its filing.
(1) Amount previously paid:
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(2) Form, Schedule or Registration Statement No.:
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(3) Filing Party:
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(4) Date Filed:
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EXPLANATORY NOTE
The Registrant sent an e-mail to Institutional Shareholder Services (ISS)
on the evening of January 16, 2002 containing the text of the letter filed
herewith. The Registrant then mailed the letter to ISS in the form filed
herewith on January 17, 2002.
[SL INDUSTRIES, INC. LETTERHEAD]
OWEN FARREN
Chairman, President
& Chief Executive Officer
January 17, 2002
Mr. Ram Kumar
Mr. Vittorio Lara
Mr. Patrick McGurn
Ms. Shirley A. Westcott
Institutional Shareholder Services
2099 Gaither Road, Suite 501
Rockville, MD 20850-4045
Dear Messrs. Kumar, Lara and McGurn and Ms. Westcott:
We appreciate the opportunity to set the record straight with respect to certain
statements contained in your Proxy Analysis report for SL Industries, Inc.
We are writing this letter in order that you, your clients and other
shareholders have all the information concerning the allegations of Warren
Lichtenstein of Steel Partners, which you have published, claiming that
management rebuffed a "purchase offer" made by one of the Company's investors
within the past two years at a substantial premium at the time.
We understand that this investor, which we take to be Oaktree Capital Management
or its business associate, GFI Energy Ventures (collectively "Oaktree"), has
made a similar claim to you as indicated by your report.
The true facts of their dealings with our Board and management over the past
several years offer proof that their claims are false and designed, in our view,
to get Lichtenstein's group control of SL's Board.
- Oaktree has been provided every opportunity to bid for all or
any part of SL as part of SL's public sales process.* On April
18, 2001, they were provided the standard form of
confidentiality agreement for prospective purchasers. The
confidentiality agreement was negotiated and then signed with
them on May 31.
- On June 1, they were sent the Confidential Information
Memorandum on SL and its businesses being provided to
prospective purchasers. Three days later, on June 4, Oaktree
contacted SL's investment bankers, Credit Suisse First Boston
Corporation ("CSFB"), and Oaktree told CSFB that they no longer
had any interest in pursuing an acquisition of SL.
- Two days later, CSFB recontacted Oaktree to determine why they
declined to participate in the process. Oaktree said they could
not make a bid acceptable to other shareholders of SL.
Mr. Ram Kumar
Mr. Vittorio Lara
Mr. Patrick McGurn
Ms. Shirley A. Westcott
January 17, 2002
Page Two
- Nevertheless, a little over two months later, just after SL's
announcement on August 7 that it had asked CSFB to solicit
potential purchasers of SL's power motion or power electronic
groups as stand alone transactions, CSFB once again contacted
Oaktree. CSFB inquired if Oaktree was interested in bidding or
exploring a transaction for these businesses. Oaktree repeated
that it was not interested.
- At no time since August 2001, has Oaktree, GFI Energy Ventures
or anyone on their behalf contacted SL management, CSFB or SL's
directors.
The older contacts with Oaktree and GFI again demonstrate that they have not
been rebuffed from making an offer for the Company. In March of 1998, GFI
submitted a non-binding preliminary proposal to purchase newly issued
convertible debentures of SL for $11.49 million. Their purpose in acquiring the
debentures was to obtain, at the equivalent of $10 per share, 20% of the then
outstanding shares of SL.
Previous to this, GFI had encouraged the management of SL to participate in a
going private transaction with GFI, which had been rejected by SL because of the
potential conflicts with other shareholders who would not get to participate in
the upside as part of the buyout group and instead would only get an
unattractive and low or non-premium offer. In 1998 GFI had also discussed a
stock for stock transaction whereby SL would, in effect, buy one of their
companies, PML, and GFI would end up as a significant investor in a larger SL.
This transaction would have been dilutive to SL shareholders and was rejected by
the Board.
After rejection by SL of the PML transaction, several discussions were held in
1998 with Oaktree regarding Oaktree's (or GFI's) interest in buying the entire
Company, but at no time did SL receive a proposal or any other offer in writing
that could be considered and form a basis for negotiations or commencement of
due diligence. As we indicated today, in June and July of 2000, Oaktree again
approached the Company and was told if Oaktree had an offer to make, they should
give the SL Board something in writing to evaluate. The Board was not willing,
without a price or any other significant terms, to open up the Company for due
diligence. No further contact was made with the Company by Oaktree until
February 2001, after the Company had announced its engagement of CSFB and its
public process to consider strategic alternatives to maximize value.
It is equally telling to look at the disclosures in Oaktree's Schedule 13D's,
beginning on October 16, 1998. These totally passive disclosures are consistent
in that they are void of any mention of proposals for the Company or its
businesses that would be required if they truly had made any form of bona fide
proposal. While Oaktree in their 13D's has said they may make proposals to the
Company or have discussions with the Company or other shareholders, the law is
clear that if
Mr. Ram Kumar
Mr. Vittorio Lara
Mr. Patrick McGurn
Ms. Shirley A. Westcott
January 17, 2002
Page Three
they actually make proposals to SL to purchase the Company, they must disclose
such proposals. No such disclosures were ever made. They did not even see fit to
update their 13D's to indicate that they signed a confidentiality agreement in
order to participate, received a book and ultimately declined to participate in
SL's process.
We again thank you for your time and consideration of this important matter.
Sincerely,
/s/ Owen Farren
Owen Farren
*On February 14, 2001, SL announced a process to consider strategic alternatives
to maximize values. On March 19, SL announced that it would explore with CSFB
the sale of the Company. The actual entity that signed the Oaktree
confidentiality agreement was OCM/GFI Power Opportunities Fund L.P., of which
Oaktree is co-general partner.