sec document
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 / /
Filed by a Party other than the Registrant /X/
Check the appropriate box:
/ / Preliminary Proxy Statement
/ / Confidential, For Use of the Commission 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.
--------------------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)
THE RORID COMMITTEE
STEEL PARTNERS II, L.P.
WARREN G. LICHTENSTEIN
NEWCASTLE PARTNERS, L.P.
MARK E. SCHWARZ
GLEN KASSAN
JAMES R. HENDERSON
STEVEN WOLOSKY
--------------------------------------------------------------------------------
(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:
--------------------------------------------------------------------------------
(2) Aggregate number of securities to which transaction
applies:
--------------------------------------------------------------------------------
(3) Per unit price or other underlying value of transaction
computed pursuant to Exchange Act Rule 0-11:
--------------------------------------------------------------------------------
(4) Proposed maximum aggregate value of transaction:
--------------------------------------------------------------------------------
(5) Total fee paid:
--------------------------------------------------------------------------------
/ / Fee paid previously with preliminary materials:
--------------------------------------------------------------------------------
/ / 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:
--------------------------------------------------------------------------------
(2) Form, Schedule or Registration Statement No.:
--------------------------------------------------------------------------------
(3) Filing Party:
--------------------------------------------------------------------------------
(4) Date Filed:
--------------------------------------------------------------------------------
THE RORID COMMITTEE
RESPONSIBLE OWNERS REPLACING INCUMBENT DIRECTORS
January 11, 2002
Dear Fellow Shareholder,
The members of The RORID Committee own an aggregate of 850,800 shares of SL
Industries, Inc. ("SL") common stock, comprising approximately 14.9% of SL's
currently outstanding shares. During the course of approximately ten years we
have invested approximately $6,760,013 in SL and have waited patiently for SL's
management to create value for SL shareholders. As long term investors in SL, we
believe that incumbent management has not delivered value to all of SL's
shareholders.
UNDER CURRENT MANAGEMENT, SL'S STOCK PRICE DECLINED APPROXIMATELY 49% IN 2001.
THE VALUE OF OUR INVESTMENT AS OF DECEMBER 31, 2001 WAS $4,977,180, REPRESENTING
A DECLINE OF $1,782,833. WE ARE SEEKING TO PROTECT OUR INVESTMENT AND TO
MAXIMIZE THE VALUE OF SL FOR THE BENEFIT OF ALL OF THE SHAREHOLDERS BY
CONDUCTING AN ORDERLY AND PROFESSIONALLY EXECUTED SALE OF SL, AS DESCRIBED IN
OUR PROXY STATEMENT.
Steel Partners II, L.P., a member of the Committee and SL's second largest
shareholder, has made numerous investments in addition to the few described by
SL in management's letter to you. SL's incumbent management somehow neglected to
mention the following investments:
Medical Imaging Centers of America (MIGA) - Steel Partners believed MIGA was
undervalued in the market and acquired approximately 20% of its shares and
commenced a proxy fight. Pursuant to an agreement obtained by Steel Partners,
MIGA agreed to effect a prompt sale of the company and did so for $11.75 per
share in cash, AN INCREASE OF $7.38, OR 169%, FROM THE DATE THAT STEEL PARTNERS
FIRST PUBLICLY DISCLOSED ITS POSITION IN ITS SCHEDULE 13D FILING.
Aydin Corporation (NYSE: AYD) - Steel Partners believed AYD was undervalued in
the market and acquired approximately 10% of its shares. Steel Partners lost
confidence in the company's management after several years, commenced a consent
solicitation and as a result its nominees became a majority of the board of
directors. The new board restructured AYD leading to its sale for $13.50 per
share in cash (a 39% premium to market), AN INCREASE OF $5.75, OR 74%, FROM THE
DATE THAT STEEL PARTNERS FIRST PUBLICLY DISCLOSED ITS POSITION IN ITS SCHEDULE
13D FILING.
Tech-Sym Corporation (NYSE: TSY) - Steel Partners believed TSY was undervalued
in the market and acquired approximately 10% of its shares. Two of Steel
Partners' nominees were elected
to the board. The board restructured TSY leading to its sale for $30.00 per
share in cash, AN INCREASE OF $8.00, OR 36%, FROM THE DATE THAT STEEL PARTNERS
FIRST PUBLICLY DISCLOSED ITS POSITION IN ITS SCHEDULE 13D FILING.
PLM International, Inc. (AMEX: PLM) - Steel Partners believed PLM was
undervalued in the market and acquired approximately 18% of its shares. Two of
Steel Partners' nominees were elected to the board and were instrumental in
prompting the September 2000 sale of a subsidiary, which resulted in a $5.00 per
share cash dividend, and the February 2001 merger which yielded shareholders
another $3.46 per share. From the date that Steel Partners first publicly
disclosed its interest in PLM in its Schedule 13D filing to the consummation of
the merger, PLM SHAREHOLDERS REALIZED A 54% INCREASE, FOR A TOTAL RETURN OF
$8.46.
You may have recently received a letter from the incumbent management of SL
seeking to discredit the Committee and sway your vote by presenting what we
believe to be a misleadingly selective account of our past investment
activities. We question why SL's current management is attacking Steel Partners
in this manner. Why are they not focusing on SL's low stock price and the
decline in the value of SL shares for all of SL's shareholders?
A sizeable part of our business involves investments in undervalued companies.
Over the long term, we believe that we have achieved significant returns on our
investments. While incumbent management of SL has focused on a few instances
where on the surface Steel Partners' returns on its investments may not have
been fully realized, we believe that our investments described above support our
belief that we can achieve maximum value for all of SL's shareholders and best
undertake a sale of SL to maximize value for all shareholders.
WE HAVE INVESTED IN SL IN ORDER TO MAKE A PROFIT. WE PRESUME YOU DID AS WELL. WE
BELIEVE THAT WITH THE ELECTION OF DIRECTORS PUBLICLY COMMITTED TO A SALE OF SL,
AS DESCRIBED IN OUR PROXY STATEMENT, WE CAN ACHIEVE OUR OBJECTIVE. WE URGE YOU
TO SUPPORT OUR EFFORTS BY SIGNING, DATING AND RETURNING YOUR GOLD PROXY CARD
TODAY.
VOTE THE GOLD PROXY. DO NOT RETURN ANY PROXY SENT TO YOU BY MANAGEMENT. IF YOU
HAVE ALREADY SENT MANAGEMENT'S WHITE PROXY CARD TO THE SL BOARD, YOU MAY REVOKE
THAT PROXY BY SIGNING, DATING AND RETURNING THE ENCLOSED GOLD PROXY CARD. THE
LATEST DATED PROXY IS THE ONLY ONE THAT COUNTS.
If you have any questions or require any assistance with your vote please
contact Innisfree M&A Incorporated, which is assisting us, at their address
and toll-free numbers below.
Thank you for your support,
/s/ Warren G. Lichtenstein
----------------------------
Warren G. Lichtenstein
On behalf of The RORID Committee
[INNISFREE M&A INCORPORATED LOGO]
501 Madison Avenue
20th Floor
New York, NY 10022
Toll-Free 888-750-5834
Banks and Brokers please call collect 212-750-5833