Transaction Valuation (1)
|
Amount of Filing Fee (2)
|
|
$20,000,000
|
$2,324.00
|
(1)
|
Estimated for purposes of calculating the filing fee only. This amount is calculated as the aggregate maximum value of shares being purchased.
|
(2)
|
The amount of the filing fee, calculated in accordance with Rule 0-11 under the Securities Exchange Act of 1934, as amended, as modified by Fee Rate Advisory No. 1 for fiscal year 2015, equals $116.20 per $1,000,000 of Transaction Value.
|
¨
|
Check the box if any part of the fee is offset as provided by Rule 0-11(a)(2) and identify the filing with which the offsetting fee was previously paid. Identify the previous filing by registration statement number, or the form or schedule and the date of its filing.
|
Amount Previously Paid: N/A
|
Filing Party: N/A
|
|
Form of Registration No.: N/A
|
Date Filed: N/A
|
¨
|
Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer.
|
Check the appropriate boxes below to designate any transactions to which the statement relates:
|
¨
|
Third-party tender offer subject to Rule 14d-1.
|
x
|
Issuer tender offer subject to Rule 13e-4.
|
¨
|
Going-private transaction subject to Rule 13e-3.
|
¨
|
Amendment to Schedule 13D under Rule 13d-2.
|
Item 1.
|
Summary Term Sheet.
|
Item 2.
|
Subject Company Information.
|
Item 3.
|
Identity and Background of Filing Person.
|
Item 4.
|
Terms of the Transaction.
|
|
·
|
Summary Term Sheet;
|
|
·
|
Introduction;
|
|
·
|
Section 1 (“Number of Shares; Odd Lots; Proration”);
|
|
·
|
Section 2 (“Purpose of the Offer; Certain Effects of the Offer; Other Plans”);
|
|
·
|
Section 3 (“Procedures for Tendering Shares”);
|
|
·
|
Section 4 (“Withdrawal Rights”);
|
|
·
|
Section 5 (“Purchase of Shares and Payment of Purchase Price”);
|
|
·
|
Section 6 (“Conditional Tender of Shares”);
|
|
·
|
Section 7 (“Conditions of the Offer”);
|
|
·
|
Section 12 (“Effects of the Offer on the Market for the Shares; Registration under the Exchange Act”);
|
|
·
|
Section 14 (“Material U.S. Federal Income Tax Consequences”); and
|
|
·
|
Section 15 (“Extension of the Offer; Termination; Amendment”).
|
Item 5.
|
Past Contacts, Transactions, Negotiations and Agreements.
|
Item 6.
|
Purposes of the Transaction and Plans or Proposals.
|
Item 7.
|
Source and Amount of Funds or Other Consideration.
|
Item 8.
|
Interest in Securities of the Subject Company.
|
Item 9.
|
Persons/Assets, Retained, Employed, Compensated or Used.
|
Item 10.
|
Financial Statements.
|
Item 11.
|
Additional Information.
|
Item 12.
|
Exhibits.
|
Item 13.
|
Information Required by Schedule 13E-3.
|
SL INDUSTRIES, INC.
|
|||
By:
|
/s/ Louis J. Belardi
|
||
Name:
|
Louis J. Belardi
|
||
Title:
|
Chief Financial Officer
|
||
Dated: March 27, 2015
|
Exhibit
Number
|
Description of Document
|
(a)(1)(i)
|
Offer to Purchase, dated March 27, 2015.
|
(a)(1)(ii)
|
Letter of Transmittal (including Guidelines for Certification of Taxpayer Identification Number on Form W-9).
|
(a)(1)(iii)
|
Notice of Guaranteed Delivery.
|
(a)(1)(iv)
|
Letter to Clients for use by Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees, dated March 27, 2015.
|
(a)(1)(v)
|
Letter to Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees, dated March 27, 2015.
|
(a)(1)(vi)
|
Letter to Stockholders of SL Industries, Inc., dated March 27, 2015.
|
(a)(2)
|
Not applicable.
|
(a)(3)
|
Not applicable.
|
(a)(4)
|
Not applicable.
|
(a)(5)(i)
|
Press release issued by SL Industries, Inc., dated March 27, 2015.
|
(b)(1)
|
Credit Agreement, dated August 9, 2012, by and among the Company, the Company’s subsidiaries, PNC Bank, National Association, as administrative agent, and the lenders from time to time party thereto. Incorporated by reference to Exhibit 10.3 to the Company’s report on Form 10-Q for the fiscal quarter ended June 30, 2012.
|
(b)(2)
|
Amendment to Credit Agreement, dated March 11, 2013, by and among the Company, the Company’s subsidiaries, PNC Bank National Association, as administrative agent and lender, and the lenders from time to time party thereto, amending the Credit Agreement entered into as of August 9, 2012, by and among the Company, the Company’s subsidiaries, PNC Bank, National Association, as administrative agent, and the lenders from time to time party thereto. Incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on March 12, 2013.
|
(b)(3)
|
Second Amendment and Joinder to Credit Agreement and to Security Agreement, dated June 20, 2013, by and among the Company, subsidiaries of the Company, PNC Bank National Association, as administrative agent and lender, and the lenders from time to time party thereto, amending the Credit Agreement entered into as of August 9, 2012, by and among the Company, subsidiaries of the Company, PNC Bank, National Association, as administrative agent, and the lenders from time to time party thereto. Incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on June 20, 2013.
|
Exhibit
Number
|
Description of Document
|
(b)(4)
|
Third Amendment and Joinder to Credit Agreement and to Security Agreement, dated September 15, 2014, by and among the Company, the Company’s subsidiaries, PNC Bank National Association, as administrative agent and lender, and the lenders from time to time party thereto, further amending the Credit Agreement and the Security Agreement entered into as of August 9, 2012, by and among the Company, the subsidiaries of the Company, PNC Bank, National Association, as administrative agent, and the lenders from time to time party thereto. Incorporated by reference to Exhibit 10.1 to the Company’s report on Form 10-Q for the fiscal quarter ended September 30, 2014.
|
(b)(5)
|
Fourth Amendment to Credit Agreement, dated March 25, 2015, by and among the Company, the Company’s subsidiaries, PNC Bank National Association, as administrative agent and lender, and the lenders from time to time party thereto, amending the Credit Agreement entered into as of August 9, 2012, by and among the Company, the Company’s subsidiaries, PNC Bank, National Association, as administrative agent, and the lenders from time to time party thereto. Incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on March 26, 2015.
|
(c)
|
Not applicable.
|
(d)(1)
|
Employment Agreement, dated June 29, 2010, between SL Industries, Inc. and William Fejes, Jr. Incorporated by reference to Exhibit 10.1 to the Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on August 2, 2010.
|
(d)(2)
|
Letter Agreement, dated June 29, 2010, between SL Industries, Inc. and William Fejes, Jr. Incorporated by reference to Exhibit 10.2 to the Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on August 2, 2010.
|
(d)(3)
|
2008 Incentive Stock Plan, as amended. Incorporated by reference to Exhibit 4.1 to the Company’s Registration Statement on Form S-8 (Registration No. 333-196403), filed with the Securities and Exchange Commission on May 30, 2014.
|
(d)(4)
|
Restricted Stock Unit Grant Letter and Agreement between the Company and each of William Fejes, Jr. and Louis J. Belardi, dated March 5, 2013. Incorporated by reference to form of Grant Letter and Agreement filed as Exhibit 4.2 to the Company’s Registration Statement on Form S-8, filed with the Securities and Exchange Commission on July 29, 2011.
|
(d)(5)
|
Restricted Stock Unit Grant Letter and Agreement between the Company and each of William Fejes, Jr. and Louis J. Belardi, dated March 27, 2014. Incorporated by reference to form of Grant Letter and Agreement filed as Exhibit 4.2 to the Company’s Registration Statement on Form S-8, filed with the Securities and Exchange Commission on July 29, 2011.
|
(d)(6)
|
Stock Option Agreement, dated March 27, 2014, between SL Industries, Inc. and William Fejes, Jr. Incorporated by reference to Exhibit 10.2 to the Company’s report on Form 10-Q for the fiscal quarter ended March 31, 2014.
|
Exhibit
Number
|
Description of Document
|
(d)(7)
|
Stock Option Agreement, dated March 27, 2014, between SL Industries, Inc. and Louis J. Belardi. Incorporated by reference to Exhibit 10.3 to the Company’s report on Form 10-Q for the fiscal quarter ended March 31, 2014.
|
(d)(8)
|
Form of 2014 Restricted Shares Agreement, dated May 12, 2014, between the Company and each director of the Company. Form of Restricted Shares Agreement incorporated by reference to Exhibit 4.3 to the Company’s Registration Statement on Form S-8 (Registration No. 333-196403), filed with the Securities and Exchange Commission on May 30, 2014.
|
(d)(9)
|
Restricted Stock Unit Grant Letter and Agreement between the Company and each of William Fejes, Jr. and Louis J. Belardi, dated February 26, 2015. Incorporated by reference to form of Grant Letter and Agreement filed as Exhibit 4.2 to the Company’s Registration Statement on Form S-8, filed with the Securities and Exchange Commission on July 29, 2011.
|
(e)
|
Not applicable.
|
(f)
|
Not applicable.
|
(g)
|
Not applicable.
|
(h)
|
Not applicable.
|