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. )
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[ ] 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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TIME IS SHORT - WE URGE YOU TO VOTE THE ENCLOSED WHITE PROXY CARD
TODAY!
January 10, 2002
Dear Fellow SL Industries Shareholder:
You should have already received proxy materials from your Board of Directors
and from a dissident shareholder group led by Warren Lichtenstein with respect
to our upcoming annual meeting of shareholders to be held on January 22, 2002.
We realize that when you receive numerous copies of proxy materials it may be
confusing as to the true issue upon which you are being asked to vote. Warren
Lichtenstein, together with two employees of companies he controls and a lawyer
for his companies, are trying to take over SL and sell it immediately. WE
BELIEVE THIS STRATEGY IS SHORTSIGHTED.
WE BELIEVE THAT IF MR. LICHTENSTEIN'S PLAN IS IMPLEMENTED,
SHAREHOLDERS WILL NOT REALIZE THE FULL VALUE OF THEIR
INVESTMENT.
If there is one thing we agree upon with Mr. Lichtenstein, it is that
shareholders may well maximize the value of their investment when all or parts
of SL Industries are sold. THE QUESTION IS: HOW AND WHEN YOUR ASSETS WILL BE
SOLD AND WHO WILL BEST MANAGE THE PROCESS?
WE UNDERSTAND THIS PROCESS! We selected Credit Suisse First Boston (CSFB), one
of the premier international investment banking firms, to advise us in our
efforts to maximize shareholder value. Throughout 2001, we worked tirelessly
with CSFB to explore a sale of the Company or its businesses. With the
assistance of CSFB, we engaged in an extensive process to solicit and analyze
transaction proposals from a number of potential purchasers.
We received more than 100 indications of interest from prospective purchasers.
After exhaustive efforts and with the advice of CSFB, we concluded that due to
several factors, particularly the difficult financial and economic environment,
potential purchasers discounted their bids to levels that did not reflect the
value of the assets.
WHO WILL YOU TRUST TO MANAGE THE ONGOING EFFORTS TO MAXIMIZE VALUE FOR ALL
SHAREHOLDERS?
As you consider how to vote in the election of directors at our annual meeting
of shareholders, we strongly urge you to consider the following:
- Your Board and management team are committed to maximizing shareholder value
through a timely sale of SL or its businesses.
- The management team chosen by your Board has the necessary experience to
operate the Company's businesses effectively with a view toward preparing
them for sale and realizing their full value.
- Your Board and management team have a 10-year track record of selling
businesses for the Company and are incented to maximize value for all
shareholders.
IN THE CURRENT ECONOMIC ENVIRONMENT, THERE ARE NO "QUICK FIXES" THAT WILL
MAXIMIZE SHAREHOLDER RETURN. As we have previously stated, we do not think a
"fire sale" of the Company will benefit our shareholders. Therefore, it is
important to have experienced management to operate SL's business and to
maximize value through the timely sale of SL or its business units.
YOUR BOARD OF DIRECTORS AND THE MANAGEMENT TEAM HAVE EXTENSIVE
EXPERIENCE IN SELLING BUSINESSES.
In making your decision you should be aware of the accomplishments and
experience of your Board of Directors and management team. In the early 1990s,
the management team formulated and implemented its power and data quality
strategy, which involved the turnaround and sale of old businesses that did not
fit the new strategy. These sales were accomplished in a rational process to
maximize value. Our strategy is to seek to realize full value by selling a
business when it is performing well in an expanding market.
In contrast, we believe the "fire sale" strategy advocated by Mr. Lichtenstein
would result in depressed prices for the Company's businesses and would prevent
shareholders from receiving full value for their shares.
WE BELIEVE YOUR BOARD AND MANAGEMENT TEAM ARE MOST CAPABLE OF
RUNNING OUR BUSINESSES EFFECTIVELY AND PREPARING THEM FOR SALE.
In early 2001, the U.S. economy experienced a dramatic collapse in technology
spending that adversely impacted the Company's markets. Your Board and
management team recognized very early that these events were not a short-term
phenomenon, but a fundamental shift in the market. We responded promptly by
taking actions to reduce costs and thereafter to formulate and implement a
restructuring plan designed to enable the Company's businesses to operate
successfully in this new environment. These actions were taken as quickly as
management and financial resources would permit. Although the extraordinary
charges had an impact on the Company's performance in 2001, this plan has
reduced fixed costs and has improved liquidity.
We would like to briefly outline the actions taken this year to effect the
restructuring plan. The Company closed two manufacturing plants (one by sale and
one by consolidation) and two engineering and administrative facilities, all in
the power electronics group. All of the expenditures incurred in connection with
these closings were paid from operating cash flows. The Company continued to
service its debt and meet its financial obligations enabling it to amend its
credit facility to bring it back into compliance with its financial ratios.
Moreover, management has taken action to strengthen the Company's balance sheet.
As previously announced, the Company has undertaken to sell non-operating assets
to increase liquidity. We expect to realize cash of approximately $14 million
from these sales in the first quarter of 2002, a significant portion of which
will be used to pay down debt.
Finally, management is currently negotiating to effect a sale of one of the
Company's business units. Consistent with management's strategy, we believe this
subsidiary is performing well and its market is expanding.
As a result of these actions, we believe SL Industries will be well-positioned
in the current market with sufficient capital to enhance shareholder value and
to negotiate further sales from a position of strength.
In summary, we believe our experienced Board of Directors and management team
can best steer the Company through these uncertain times and position the
Company and its business units to maximize shareholder value through improved
operations, sale of the Company or its business units or other alternatives.
Your vote at this year's annual meeting is particularly important. Regardless of
the number of shares you own - every share counts - we urge you to vote FOR the
directors on the enclosed WHITE proxy card and to disregard the GOLD proxy card
when you receive it.
EVEN IF YOU HAVE ALREADY VOTED A GOLD PROXY CARD, IT IS NOT TOO LATE TO CHANGE
YOUR MIND, AND YOU HAVE EVERY LEGAL RIGHT TO DO SO. SIMPLY SIGN AND DATE THE
ENCLOSED WHITE PROXY CARD AND RETURN IT IN THE ENVELOPE PROVIDED. ONLY THE
LATEST DATED PROXY WILL BE COUNTED AT THE MEETING.
PROTECT YOUR INVESTMENT - REJECT LICHTENSTEIN'S "FIRE SALE"
PLATFORM - VOTE THE ENCLOSED WHITE PROXY CARD FOR YOUR SL DIRECTORS TODAY!
If you have any questions or require assistance in voting your proxy, please
call MacKenzie Partners at (800) 322-2885. Thank you for your continued support.
Sincerely,
/s/ OWEN FARREN
Owen Farren
Chairman of the Board
This letter contains forward looking statements within the meaning of The
Private Securities Litigation Reform Act of 1995, including, among others, the
effect upon shareholder value of a sale of all or part of the company, our
continuation of negotiations to consummate the sale of one of the company's
businesses, the benefit to shareholders of our current strategy, the amount and
timing of cash proceeds from sales of non-operating assets and the anticipated
use of cash proceeds from sales of non-operating assets. There are important
factors that could cause actual results to differ materially from those
expressed or implied by such forward looking statements including, among others,
the inability to find a purchaser of the company or parts of the company at full
value, a decision by potential purchasers to discontinue negotiations regarding
one of the company's businesses, the failure of our stock price to respond
favorably to improved operations, a determination by our board of directors that
a different use of the cash from sales of non-operating assets is in the best
interests of the company and its shareholders and other factors discussed in our
filings with the Securities and Exchange Commission.