Back to GetFilings.com
1
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
(Mark One)
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
FOR THE FISCAL YEAR ENDED JULY 31, 1998
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the transition period ______ to ______
Commission file number 1-4987
SL INDUSTRIES, INC.
(Exact name of registrant as specified in its charter)
NEW JERSEY 21-0682685
(State or other jurisdiction of incorporation or organization) (I.R.S. Employer Identification No.)
520 FELLOWSHIP ROAD, SUITE A114, MT. LAUREL, NJ 08054
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: 609-727-1500
Securities registered pursuant to Section 12(b) of the Act:
Title of each class Name of each exchange on which registered
Common stock, $.20 par value New York Stock Exchange
Philadelphia Stock Exchange
Securities registered pursuant to Section 12(g) of the Act: None
Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days. Yes X No ___
Indicate by check mark if disclosure of delinquent filers to Item 405 of
Regulation S-K is not contained herein, and will not be contained, to the best
of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K.[X]
On October 15, 1998, the aggregate market value of SL common stock was
approximately $57,036,000. The number of shares of common stock outstanding as
of October 15, 1998, was 5,633,140.
DOCUMENTS INCORPORATED BY REFERENCE:
Part I, II, IV - Annual Report to Shareholders for the fiscal year ended July
31, 1998
Part III - Proxy Statement dated October 16, 1998
2
PART I
ITEM 1. DESCRIPTION OF BUSINESS
(a) General Development of Business
On March 29, 1956, the Registrant was incorporated as G-L Electronics Company in
the state of New Jersey. Its name was changed to G-L Industries, Inc., in
November 1963, SGL Industries, Inc., in November 1970 and then to the present
name of SL Industries, Inc., in September 1984. The Registrant and its
subsidiaries design and produce propriety advanced systems and equipment for the
high-growth Power and Data Quality ("PDQ") industry. The products of the
Registrant and its subsidiaries either become components of other industrial or
consumer products or are sold through distribution for general retail or
commercial use.
For the most part, the Registrant and its subsidiaries concentrate on specialty
markets believed to offer higher profit margins and greater potential for growth
than industrial commodities. No single customer accounts for more than 10% of
consolidated net sales nor are export sales material thereto.
On July 10, 1998, pursuant to a Purchase Agreement dated June 30, 1998, the
Registrant, through its wholly-owned subsidiary formed solely for such purpose,
SL Industries Vertrieb, GmbH, a German Corporation, acquired 100% of the issued
and outstanding Common Shares of Elektro-Metall Export GmbH ("EME"), a German
Corporation. The Registrant paid $9,500,000 in cash at closing. EME is a leading
German based designer and manufacturer of power quality products. EME is based
in Ingolstadt, Germany and maintains low-cost manufacturing operations in Paks,
Hungary.
(b) Financial Segment Information
Financial information about the Registrant's business segments is incorporated
herein by reference to Note 13 in the Annual Report to Shareholders for the
fiscal year ended July 31, 1998.
(c) Narrative Description of Business
During fiscal 1997 and 1996, the Registrant was comprised of two business
segments - power and data quality and specialty products. Currently, the
Registrant operates principally in one business segment; the design, production
and marketing of advanced power and data quality systems and equipment for
industrial, medical, aerospace and consumer applications.
Products
Power Supplies - The Registrant produces a wide range of standard and custom
power supply products which convert AC or DC power to direct electrical current
to be used in customers' end products. Condor D.C. Power Supplies, Inc.
("Condor"), designs, manufactures and markets standard and custom AC-DC and
DC-DC power supplies in both linear and switching configurations. These products
range in power from 7 to 700 watts and are manufactured in either commercial or
medical configurations. Condor's power supplies closely regulate and monitor
power outputs, using patented filter and other technologies, resulting in little
or no electrical interference. Condor's power supplies service the medical,
industrial,
3
telecommunications and instrumentation markets. SL Montevideo Technology, Inc.
("MTI") also incorporates power supplies into its drive systems for electric
vehicles and other motion control systems. For the years ended July 31, 1998,
1997 and 1996, Condor's net sales, as a percentage of consolidated net sales,
were 27%, 26% and 23%.
Power Distribution and Power Conditioning Units - The Registrant is the leader
in the design and manufacture of customized power distribution and power
conditioning units. Teal Electronics Corporation ("Teal") develops and
manufactures custom electrical subsystems for OEM's of semiconductor, medical
imaging, graphics and telecommunication systems. Outsourcing the AC power system
to Teal helps its customers reduce cost and time to market, while increasing
system performance and customer satisfaction. Teal also helps its customers by
getting necessary agency approvals. Custom products are often called "Power
Conditioning and Distribution Units," which provide voltage conversion and
stabilization, system control, and power distribution for systems such as CT and
MRI scanners, chip testers and cellular radio systems. Most of Teal's products
are sold direct to its OEM customers who include them with their systems, which
are sold to the end user. EME's power distribution products can be found in
aerospace applications such as passenger entertainment units, and in automotive
applications used in mirror controls and general power wiring systems throughout
the vehicle. SL Waber, Inc. ("Waber") also designs and manufacturers Power
Distribution Units that safely convert a high power input into user specified
output ranges. For the years ended July 31, 1998, 1997 and 1996, Teal's net
sales, as a percentage of consolidated net sales, were 16%, 13% and 12%.
Uninterruptible Power Supplies and Battery Charging - Waber designs and
manufactures uninterruptible power supplies that provide back-up power in the
event of a power failure. These products are also used to recharge batteries
and, in some applications, provide a direct power supply to connected equipment.
Two of the products sold are "POWERHOUSE(R)" and "UPSTART(R)", which is an under
the monitor product that includes software used to save and restore data, as
well as provide typical UPS back up capability and surge protection. This
concept was extended to network equipment in 1997 in the form of the "UPSTART
Network(TM)" 350 and 550 products. Condor also designs and manufactures custom
back-up power supplies for medical equipment and other critical industrial
applications. MTI has introduced and developed battery chargers as part of its
motion control systems for electric vehicle applications and is advancing its
flywheel energy storage systems that provide uninterruptible power by storing
electricity as kinetic energy which does not require batteries.
Motion Control Systems - MTI is continuing its recent growth as a technological
leader in the design and manufacture of intelligent, high power density,
precision motors. MTI has been capitalizing on its new motor and (patented and
patent pending) motor control technologies to win important programs in both
traditional and new market areas. MTI's new motor and motion controls are used
in numerous applications, including aerospace, medical and industrial products.
Negotiations are continuing with customers on advanced designs for numerous
programs including flywheel energy storage systems, high performance missile
guidance motors, and medical/surgical drills and saws. EME designs and
manufactures electromechanical products for Aerospace and Ordnance applications.
Its products are used in aircraft elevator and rudder trim actuation, cargo
application and door control. For the years ended July 31, 1998, 1997 and 1996,
MTI's net sales, as a percentage of consolidated net sales, were 13%, 10% and
8%.
4
Surge Suppressors and Other - Surge suppressors are sold to protect computers,
audiovisual and other electronic equipment from sudden surges in power. Waber
is a leader in the design and manufacture of surge suppressors for the custom,
OEM and retail marketplaces. These products include those sold under the
trademarks of "POWERMASTER(R)" and "DATAGARD(R)". SL Surface Technologies,
Inc. ("STI"), provides chromium electroplated, specialty engineered surfaces to
the paper, plastics, steel, nuclear and construction industries. The company
is a major supplier of these services in the Greater Philadelphia region, and
has developed a presence in Western Europe. Sales are made by appropriate
company technical personnel. For the years ended July 31, 1998, 1997 and 1996,
Waber's net sales, as a percentage of consolidated net sales, were 39%, 41% and
42%.
Raw Materials
Raw materials are supplied by various domestic and international vendors and
availability for materials is not foreseen to be a problem. Raw materials are
purchased direct from the manufacturer whenever possible to avoid distributor
mark-ups. Average lead times run from immediate availability to eight weeks. In
most cases, viable multiple sources are maintained for flexibility and
competitive leverage.
Seasonality
Generally, seasonality is not a factor.
Significant Customers
No business has a customer which accounts for 10% or more of consolidated net
sales. The loss of any one major customer should not have an adverse affect on
the business.
Backlog
Backlog at September 6, 1998, and September 7, 1997, was $40,229,000 and
$30,713,000, respectively. The increase is primarily related to the EME
acquisition. Excluding EME, the backlog at September 6, 1998, was $30,202,000.
Competitive Conditions
The businesses are in active competition with domestic companies, some with
national name recognition, offering similar products or services and with
companies producing alternative products appropriate for the same uses. In
addition, Waber and Condor have experienced significant off-shore competition,
for certain products in certain markets. Currently, the businesses are sourcing
many components and products outside of the United States. The decreasing
military market has also created more competitive conditions in both the
military and commercial markets. The businesses differentiate themselves from
their competitor by concentrating on customized products based on customer
needs. Methods of competition are primarily quality, service, innovation,
delivery and price.
Environmental
The Registrant (together with the industries in which it operates or has
operated) is subject to United States, Mexican and German environmental laws and
regulations concerning emissions to the air, discharges to surface and
subsurface waters, and the generation, handling, storage,
5
transportation, treatment and disposal of waste materials. The Registrant and
the industries are also subject to other federal, state and local environmental
laws and regulations, including those that require the Registrant to remediate
or mitigate the effects of the disposal or release of certain chemical
substances at various sites, including some where it has ceased operations. It
is impossible to predict precisely what affect these laws and regulations will
have on the Registrant in the future. However, it is not expected that the
Registrant will be affected differently from others in its industries.
It is the Registrant's policy to comply with all environmental, health and
safety regulations, as well as industry standards for maintenance. The
Registrant's domestic competitors are subject to the same environmental, health
and safety laws and regulations, and the Registrant believes that the compliance
issues and potential expenditures of its operating subsidiaries are comparable
to those faced by their major domestic competitors. Environmental liabilities
and related costs are believed to have been adequately provided for in the
consolidated financial statements. There were no capital expenditures for these
purposes during fiscal year 1998 and are estimated to be immaterial for fiscal
1999. For additional information related to environmental issues, see Note 10 to
the consolidated financial statements and "Management's Discussion and Analysis
of Financial Condition and Results of Operations" in the Annual Report to
Shareholders for the fiscal year ended July 31, 1998, which is incorporated
herein by reference.
Employees
As of September 6, 1998, the Registrant had approximately 2,000 employees. Of
these employees, approximately 363 are subject to collective bargaining
agreements.
Additional Information
For the purposes of providing additional information regarding the development
of the Registrant's businesses in fiscal 1998, the "PDQ Solutions" and
"Management's Discussion and Analysis of Financial Condition and Results of
Operations" included in the Annual Report to Shareholders for the fiscal year
ended July 31, 1998, are incorporated by reference.
6
ITEM 2. PROPERTIES
Approx. Owned or Leased
Square And
Location General Character Footage Expiration Date
---------- ----------------- ------- ---------------
Montevideo, MN Manufacture of precision motors and motion 38,700 Owned
control systems 7,040 Leased - 12/31/98
Matamoros, Mexico Manufacture of precision motors 8,600 Leased - 11/05/99
Nogales, Mexico Manufacture of power protection products 65,000 Leased - 12/31/02
Nogales, AZ Distribution of power protection products 11,700 Leased - Month
to Month
Mt. Laurel, NJ Corporate Office - power protection products 15,900 Leased - 11/30/99
Manufacture and distribution of power supply
Oxnard, CA products 36,400 Leased - 02/28/03
Leased
Manufacture and distribution of power supply 40,000 6/01/99
Mexicali, Mexico products 21,500 08/31/00
San Diego, CA Manufacture of AC power subsystems 45,054 Leased - 03/22/02
Manufacture of motion control systems and 39,876 Owned
Ingolstadt, Germany power distribution products 17,668 Leased - 09/30/03
Camden, NJ Industrial surface finishing 15,800 Owned
Pennsauken, NJ Industrial surface finishing warehouse 6,000 Owned
Mt. Laurel, NJ Corporate Office 4,200 Leased - 11/30/99
All manufacturing facilities are adequate for current production requirements.
The Registrant believes that its facilities are sufficient for future
operations, maintained in good operating condition and adequately insured. Of
the owned properties, none are subject to a major encumbrance material to the
operations of the Registrant.
7
ITEM 3. LEGAL PROCEEDINGS
In the ordinary course of its business, the Registrant is subject to loss
contingencies pursuant to foreign and domestic federal, state and local
governmental laws and regulations and is also party to certain legal actions,
most frequently complaints by terminated employees. It is management's opinion
that the impact of these legal actions will not have a material affect on the
financial position or results of operations of the Registrant. There are no
legal proceedings to which any Director or Officer of the Registrant, or any
associate of any Director or Officer, is a party or has a material interest
adverse to the Registrant's interest. There are no material proceedings with
environmental issues, which involve penalties or sanctions. Additional
information pertaining to legal proceedings is found in Note 10 to the
consolidated financial statements, and in "Management's Discussion and Analysis
of Financial Condition and Results of Operations" in the Annual Report to
Shareholders for the fiscal year ended July 31, 1998, which is incorporated
herein by reference.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
During the fourth quarter ended July 31, 1998, there were no matters submitted
to a vote of security holders, through a solicitation of proxies or otherwise.
PART II
ITEM 5. MARKET FOR THE REGISTRANT'S COMMON EQUITY AND RELATED
STOCKHOLDER MATTERS
--------------------------------------- ---------------------------------------
FISCAL 1998 FISCAL 1997
--------------------------------------- ---------------------------------------
HIGH LOW HIGH LOW
------------------- ------------------- ------------------- -------------------
Stock Prices
1st Quarter............................... 16 1/4 10 10 1/4 8 1/8
2nd Quarter............................... 13 1/2 11 8 5/8 6 7/8
3rd Quarter............................... 14 7/8 12 7 7/8 6 3/8
4th Quarter............................... 15 3/8 12 1/2 11 7 3/8
Dividends
Cash - November........................... $.04 $.03
Cash - June............................... $.04 $.04
--------------------------------------- ---------------------------------------
As of September 17, 1998, there were approximately 1,700 registered
shareholders. A semi-annual cash dividend of $.04 per share was declared on
September 25, 1998, which is payable on November 24, 1998, to shareholders of
record on November 2, 1998.
8
ITEM 6. SELECTED FINANCIAL DATA
The information required by this item is incorporated herein by reference to the
material captioned "Selected Financial Data" in the Annual Report to
Shareholders for the fiscal year ended July 31, 1998.
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
The information required by this item is incorporated herein by reference to the
material captioned "Management's Discussion and Analysis of Financial Condition
and Results of Operations" in the Annual Report to Shareholders for the fiscal
year ended July 31, 1998.
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
The information required by this item is incorporated herein by reference to the
consolidated financial statements and the notes thereto and the material
captioned "Report of Independent Public Accountants" and "Selected Quarterly
Financial Data (Unaudited)" in the Annual Report to Shareholders for the fiscal
year ended July 31, 1998.
ITEM 9. DISAGREEMENTS ON ACCOUNTING AND FINANCIAL DISCLOSURE
This item is not applicable.
PART III
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
The information required by this item, except for the ages and positions held
with the Registrant of the executive officers, is incorporated herein by
reference to the material captioned "Election of Directors" on page 5 of the
proxy statement dated October 16, 1998. The name, age and positions of each
executive officers are as follows:
Name Age Position with the Registrant
- ---- --- ----------------------------
Owen Farren 47 Chairman of the Board, President and Chief Executive Officer
James E. Morris 61 Vice President, Corporate Controller and Treasurer
David Nuzzo 41 Vice President - Finance and Administration & Secretary
Owen Farren has been Chairman of the Board since June 1998 and President and
Chief Executive Officer since April 1991 and prior thereto as Executive Vice
President since 1990.
James E. Morris has been Vice President and Corporate Controller since September
1991 and Treasurer since November 1995. From November 1995 through December
1997, Mr. Morris served as Corporate Secretary and has been a financial
executive since 1978.
9
David R. Nuzzo has been Vice President - Finance and Administration & Secretary
since December 1997.
ITEM 11. EXECUTIVE COMPENSATION
The information required by this item is incorporated herein by reference to the
material captioned "The Board of Directors" and "Executive Officer Compensation"
on pages 6 through 9 of the proxy statement dated October 16, 1998.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
MANAGEMENT
The information required by this item is incorporated herein by reference to the
material captioned "Security Ownership of Principal Shareholders and Management"
on pages 3 and 4 of the proxy statement dated October 16, 1998.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
The information required by this item, except for related transactions, is
incorporated herein by reference to the material captioned "Executive Officer
Compensation" on pages 7 through 9 of the proxy statement dated October 16,
1998.
PART IV
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON
FORM 8-K
(a) (1) Financial Statements
The following consolidated financial statements, related notes to consolidated
financial statements and the report of independent public accountants appearing
in the portions of the Registrant's Annual Report to Shareholders, filed as
Exhibit 13, for the fiscal year ended July 31, 1998, are incorporated herein by
reference:
Consolidated Statements of Earnings - Years ended July 31, 1998, 1997 and
1996
Consolidated Balance Sheets - July 31, 1998 and 1997
Consolidated Statements of Shareholders' Equity - Years ended July 31,
1998, 1997 and 1996
Consolidated Statements of Cash Flows - Years ended July 31, 1998, 1997 and
1996
Notes to Consolidated Financial Statements
Report of Independent Public Accountants
10
(a)(2) Financial Statement Schedules
The following financial statement schedules for the years 1998, 1997 and 1996
are submitted herewith:
Report of Independent Public Accountants - Arthur Andersen LLP
Schedule II - Valuation and Qualifying Accounts
All other schedules are omitted because (a) the required information is
shown elsewhere in the Annual Report, or (b) they are inapplicable, or (c)
they are not required.
(a)(3) Exhibits
The information called for by this section is listed in the Exhibit Index of
this report.
(b) Reports on Form 8-K
On July 24, 1998, the Registrant filed a report dated July 10, 1998, on Form 8-K
covering the acquisition of Elektro-Metall Export GmbH.
On September 18, 1998, the Registrant filed a report on Form 8-K/A to amend Item
7 of the Form 8-K filed on July 24, 1998.
11
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange
Act of 1934, the Registrant has duly caused this report to be signed on its
behalf by the undersigned, thereunto duly authorized.
SL INDUSTRIES, INC.
-------------------
(Registrant)
/s/ Owen Farren
-------------------
Owen Farren, President
October 21, 1998
Pursuant to the requirements of the Securities Exchange Act of 1934, this report
has been signed below by the following persons on behalf of the registrant in
the capacities and on the dates indicated.
/s/ Owen Farren /s/ J. Dwane Baumgardner
- --------------- ------------------------
Owen Farren J. Dwane Baumgardner
Chairman of the Board, Director
President and Chief Executive Officer October 22, 1998
October 21, 1998
/s/ James E. Morris /s/ Edward A. Gaugler
- ------------------- ---------------------
James E. Morris Edward A. Gaugler
Vice President, Director
Corporate Controller, October 22, 1998
and Treasurer
October 21, 1998 /s/ George R. Hornig
--------------------
George R. Hornig
Director
October 22, 1998
/s/ Walter I. Rickard
---------------------
Walter I. Rickard
Director
October 22, 1998
/s/ Robert J. Sanator
---------------------
Robert J. Sanator
Director
October 22, 1998
12
COMMISSION FILE NO. 1-4987
- --------------------------------------------------------------------------------
SL INDUSTRIES, INC. AND SUBSIDIARIES
SUPPORTING SCHEDULES
FOR
ANNUAL REPORT
(Form 10-K)
TO
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.
13
ARTHUR ANDERSEN LLP
REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS
To SL Industries, Inc.:
We have audited in accordance with generally accepted auditing standards, the
consolidated financial statements included in SL Industries, Inc.'s annual
report to shareholders incorporated by reference in this Form 10-K, and have
issued our report thereon dated September 10, 1998. Our audits were made for the
purpose of forming an opinion on those statements taken as a whole. The schedule
listed in the index at Item 14 (a)(2) is the responsibility of the Company's
management and is presented for purposes of complying with the Securities and
Exchange Commission's rules and is not part of the basic financial statements.
This schedule has been subjected to the auditing procedures applied in the audit
of the basic financial statements and, in our opinion, fairly states in all
material respects the financial data required to be set forth therein in
relation to the basic financial statements taken as a whole.
ARTHUR ANDERSEN LLP
Philadelphia, PA
September 10, 1998
14
SCHEDULE II
VALUATION AND QUALIFYING ACCOUNTS
FOR THE YEARS ENDED JULY 31, 1998, 1997 AND 1996
(In Thousands)
- --------------------------------------------------------------------------------------------------------------------
Additions
-----------------------------------------
Balance at Charged to Charged to
Beginning of Costs and Other Balance at
Description Period Expenses Accounts Deductions End of Period
- --------------------------------------------------------------------------------------------------------------------
YEAR 1998
Allowance for:
doubtful accounts $496 $53 $85 $44(a) $590
==== === === === ====
customer credits $1,294 $2,462 $-- $2,301(b) $1,455
====== ====== === ====== ======
YEAR 1997
Allowance for:
doubtful accounts $428 $62 $35 $29 $496
==== === === === ====
customer credits $1,212 $2,157 $-- $2,075(b) $1,294
====== ====== === ====== ======
YEAR 1996
Allowance for:
doubtful accounts $453 $151 $41 $217(a) $428
==== ==== === ==== ====
customer credits $1,367 $1,888 $-- $2,043(b) $1,212
====== ====== === ====== ======
- -----------------
(a) Accounts receivable written off, net of recoveries.
(b) Primarily for customer advertising programs.
15
INDEX TO EXHIBITS
The exhibit number, description and sequential page number in the original copy
of this document where exhibits can be found follows:
Exhibit # Description
- --------- -----------
3.1 Articles of Incorporation. Copy of Certificate of
Incorporation as amended (transmitted herewith).
3.2 By-Laws. Incorporated by reference to Exhibit 3 to the
Registrant's report on Form 10-Q for the quarters ended
October 31, 1994 and October 31, 1996.
10.1 Supplemental Compensation Agreement for the Benefit of
Byrne Litschgi. Incorporated by reference to Exhibit 10.1
to the Registrants report on Form 8 dated November 9,
1990.
10.2 Chairman's Executive Severance Agreement. Incorporated by
reference to Exhibit 10.2 to the Registrant's report on
Form 8 dated November 9, 1990.
10.3 First Amendment to Chairman's Executive Severance
Agreement and to Supplemental Compensation Agreement.
Incorporated by reference to Exhibit 10.3.1 to the
Registrant's report on Form 8 dated November 9, 1990.
10.4 Second Amendment to Chairman's Executive Severance
Agreement and to Supplemental Compensation Agreement.
Incorporated by reference to Exhibit 10.3.2 to the
Registrant's report on Form 8 dated November 9, 1990.
10.5 Third Amendment to Chairman's Executive Severance
Agreement and to Supplemental Compensation Agreement.
Incorporated by reference to Exhibit 10.3.3 to the
Registrant's report on Form 8 dated November 9, 1990.
10.6 Fourth Amendment to Chairman's Executive Severance
Agreement and to Supplemental Compensation Agreement.
Incorporated by reference to Exhibit 10.3.2 to the
Registrant's report on Form 8 dated November 9, 1990.
10.7 Deferred Supplemental Compensation Agreement with Grant
Heilman. Incorporated by reference to Exhibit 10.4.5 to
the Registrant's report on Form 8 dated November 9, 1990.
10.8 Deferred Supplemental Compensation Agreement with William
Hess. Incorporated by reference to Exhibit 10.4.6 to the
Registrant's report on Form 8 dated November 9, 1990.
10.9 Supplemental Compensation Agreement for the Benefit of
Donald J. Lloyd-Jones. Incorporated by reference to
Exhibit 10.5.1 to the Registrant's report on Form 8 dated
November 9, 1990.
10.10 Supplemental Compensation Agreement for the Benefit of
Salvatore J. Nuzzo. Incorporated by reference to Exhibit
10.5.3 to the Registrant's report on Form 8 dated November
9, 1990.
10.11 Supplemental Compensation Agreement for the Benefit of
Marlin Miller, Jr. Incorporated by reference to Exhibit
10.5.4 to the Registrant's report on Form 8 dated November
9, 1990.
16
10.12 Supplemental Compensation Agreement for the Benefit of
Grant Heilman. Incorporated by reference to Exhibit 10.5.5
to the Registrant's report on Form 8 dated November 9,
1990.
10.13 Supplemental Compensation Agreement for the Benefit of
William M. Hess. Incorporated by reference to Exhibit
10.5.6 to the Registrant's report on Form 8 dated November
9, 1990.
10.14 1988 Deferred Compensation Agreement with a Certain
Officer. Incorporated by reference to Exhibit 10.6 to the
Registrant's report on Form 8 dated November 9, 1990.
10.15 Death Benefit Arrangement with Certain Officers adopted by
Board Resolution dated September 18, 1975. Incorporated by
reference to Exhibit 10.7 to the Registrant's report on
Form 8 dated November 9, 1990.
10.16 Non-Qualified Stock Option Agreement dated June 19, 1991.
Incorporated by reference to Exhibit 10-A to the
Registrant's report on Form 10-K for the fiscal year ended
July 31, 1991.
10.17 Non-Qualified Stock Option Agreement dated September 25,
1991. Incorporated by reference to Exhibit 10-B to the
Registrant's report on Form 10-K for the fiscal year ended
July 31, 1991.
10.18 Severance Pay Agreement with Owen Farren. Incorporated by
reference to Exhibit 10-C to the Registrant's report on
Form 10-K for the fiscal year ended July 31, 1991.
10.19 Severance Pay Agreement with Ted D. Taubeneck.
Incorporated by reference to Exhibit 10-D to the
Registrant's report on Form 10-K for the fiscal year ended
July 31, 1991.
10.20 Deferred Compensation Agreement with James E. Morris.
Incorporated by reference to Exhibit 10-E to the
Registrant's report on Form 10-K for the fiscal year ended
July 31, 1991.
10.21 1991 Long Term Incentive Plan of SL Industries, Inc., as
amended, is incorporated by reference to Appendix to the
Registrant's Proxy Statement for its 1995 Annual Meeting
held November 17, 1995, previously filed with the
Securities and Exchange Commission.
10.22 SL Industries, Inc. Non-Employee Director Non-Qualified
Stock Option Plan. Incorporated by reference to Exhibit
4.3 to Registration Statement No. 33-63681, filed October
25, 1995.
10.23 Capital Accumulation Plan. Incorporated by reference to
the Registrant's report on Form 10K/A for the fiscal
period ended July 31, 1994.
10.24 Amendment No. 1 to Non-Qualified Stock Option Agreement
dated September 25, 1991, is incorporated herein by
reference to Exhibit 4.5 to Registration Statement on Form
S-8/A (No. 33-53274) filed with the Securities and
Exchange Commission on June 18, 1996.
10.25 Non-Qualified Stock Option Agreement Incorporated by
reference to Exhibit 4.3 to Registration Statement No.
33-65445, filed December 28, 1995.
10.26 Severance Pay Agreement with James D. Klemashevich.
Incorporated by reference to Exhibit 10.26 to the
Registrant's report on Form 10-K for the fiscal year ended
July 31, 1997.
17
10.27 Severance Pay Agreement with David R. Nuzzo. Incorporated
by reference to Exhibit 10.1 to the Registrant's report on
Form 10-K for the fiscal year ended July 31, 1998.
11 Statement Re Computation of Per Share Earnings
(transmitted herewith).
13 Portions of Annual Report to Shareholders for the fiscal
year ended July 31, 1998 (transmitted herewith).
17 Letter Re Director Resignation. Incorporated by reference
to the Registrant's report on Form 8-K filed on October
20, 1992.
22 Subsidiaries of the Registrant (transmitted herewith).
24 Consent of Independent Public Accountants - Arthur
Andersen LLP (transmitted herewith).
27 Financial Data Schedule (Schedule is furnished for the
information of the Securities and Exchange Commission and
is not to be deemed "filed" as part of Form 10-K, or
otherwise subject to the liabilities of Section 18 of the
Securities Exchange Act of 1934).
28 Annual Report on Form 11-K (to be filed by amendment).