Edgar Filing: SL INDUSTRIES INC

UNITED STATES
SECURITIES & EXCHANGE COMMISSION
WASHINGTON, DC 20549

FORM 11-K

[X] ANNUAL REPORT PURSUANT TO SECTION 15(D) OF THE SECURITIES
EXCHANGE ACT OF 1934 [FEE REQUIRED]

For the fiscal year ended December 31, 2001
-----------------

[ ] TRANSITION REPORT PURSUANT TO SECTION 15(D) OF THE SECURITIES
EXCHANGE ACT OF 1934 [NO FEE REQUIRED]

COMMISSION FILE NUMBER 1-4987

SL INDUSTRIES, INC.
SAVINGS AND PENSION PLAN

520 FELLOWSHIP ROAD, SUITE A-114
MT. LAUREL, NJ 08054
(Name & address of Principal Executive Offices
of the issuer of the Securities)

21-0682685
(I.R.S. Employer Identification No.)

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934,
the trustees (or other persons who administer the Plan) have duly caused this
annual report to be signed by the undersigned thereunto duly authorized.

SL INDUSTRIES, INC.
PLAN ADMINISTRATOR

By /s/ David R. Nuzzo
------------------------------------
David R. Nuzzo
Vice President, Finance & Administration
July 15, 2002

SL INDUSTRIES, INC. SAVINGS AND PENSION PLAN

INDEX TO FINANCIAL STATEMENTS AND SCHEDULE

Page
----
Report of Independent Public Accountants
for the year ended December 31, 2001 4

Report of Independent Public Accountants
for the year ended December 31, 2000 5

Financial Statements:
Statements of Net Assets Available for Benefits
December 31, 2001 and December 31, 2000 6

Statement of Changes in Net Assets Available for Benefits
for the year ended December 31, 2001 7

Notes to Financial Statements 8-12

Supplemental Schedule:
Schedule I- Schedule H, Line 4i - Schedule of Assets Held for
Investment Purposes - December 31, 2001 13

Exhibit Index 14

REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS

To the Plan Administrator
SL Industries, Inc. Savings and Pension Plan:

We have audited the accompanying statement of net assets available for benefits
of the SL Industries, Inc. Savings and Pension Plan as of December 31, 2001, and
the related statement of changes in net assets available for benefits for the
year ended December 31, 2001. These financial statements and the schedule
referred to below are the responsibility of the Plan's management. Our
responsibility is to express an opinion on these financial statements based on
our audit. The statement of net assets available for benefits of the SL
Industries, Inc. Savings and Pension Plan as of December 31, 2000 was audited by
other auditors, whose report dated June 18, 2001, expressed an unqualified
opinion on that statement.

We conducted our audit in accordance with auditing standards generally accepted
in the United States. Those standards require that we plan and perform the audit
to obtain reasonable assurance about whether the financial statements are free
of material misstatement. An audit includes examining on a test basis, evidence
supporting the amounts and disclosures in the financial statements. An audit
also includes assessing the accounting principles used and significant estimates
made by management, as well as evaluating the overall financial statement
presentation. We believe that our audit provides a reasonable basis for our
opinion.

In our opinion, the 2001 financial statements referred to above present fairly,
in all material respects, the net assets available for benefits as of December
31, 2001 and the changes in net assets available for benefits for the year ended
December 31, 2001, in conformity with accounting principles generally accepted
in the United States.

Our audit was made for the purpose of forming an opinion on the basic financial
statements taken as a whole. The supplemental schedule listed in the
accompanying index is presented for purposes of additional analysis and is not a
required part of the basic financial statements but is supplementary information
required by the Department of Labor's Rules and Regulations for Reporting and
Disclosure under the Employee Retirement Income Security Act of 1974. The
supplemental schedule has been subjected to the auditing procedures applied in
our audit of the basic financial statements and, in our opinion, is fairly
stated in all material respects in relation to the basic statements taken as a
whole.

/s/ Goldenberg Rosenthal, LLP
Jenkintown, Pennsylvania
July 10, 2002

THIS IS A COPY OF A PREVIOUSLY ISSUED ARTHUR ANDERSEN LLP REPORT.
THIS REPORT HAS NOT BEEN REISSUED BY ARTHUR ANDERSEN LLP. SEE
EXHIBIT 23.2 FOR FURTHER DISCUSSION.

REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS

To the Plan Administrator
SL Industries, Inc. Savings and Pension Plan:

We have audited the accompanying statements of net assets available for plan
benefits of the SL. Industries, Inc. Savings and Pension Plan as of December 31,
2000 and 1999, and the related statement of changes in net assets available for
plan benefits for the year ended December 31, 2000. These financial statements
and the schedule referred to below are the responsibility of the Plan's
management. Our responsibility is to express an opinion on these financial
statements based on our audit.

We conducted our audits in accordance with auditing standards generally accepted
in the United States. Those standards require that we plan and perform the audit
to obtain reasonable assurance about whether the financial statements are free
of material misstatement. An audit includes examining on a test basis, evidence
supporting the amounts and disclosures in the financial statements. An audit
also includes assessing the accounting principles used and significant estimates
made by management, as well as evaluating the overall financial statement
presentation. We believe that our audits provide a reasonable basis for our
opinion.

In our opinion, the financial statements referred to above present fairly, in
all material respects, the net assets available for plan benefits as of December
31, 2000 and 1999 and the changes in net assets available for plan benefits for
the year ended December 31, 2000, in conformity with accounting principles
general accepted in the United States.

Our audits were made for the purpose of forming an opinion on the basic
financial statements taken as a whole. The supplemental schedule listed in the
accompanying index is presented for purposes of additional analysis and is not a
required part of the basic financial statements but is supplementary information
required by the Department of Labor's Rules and Regulations for Reporting and
Disclosure under the Employee Retirement Income Security Act of 1974. The
supplemental schedule has been subjected to the auditing procedures applied in
our audits of the basic financial statements and, in our opinion, is fairly
stated in all material respects in relation to the basic statements taken as a
whole.

Philadelphia, Pennsylvania
June 18, 2001

SL INDUSTRIES, INC. SAVINGS AND PENSION PLAN

STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS

December 31
--------------------------------
2001 2000 *

ASSETS:
Investments $13,962,101 $16,470,147
----------- -----------

Receivables:
Employer Contributions 310,274 366,122
Participant Contributions 57,488 78,547
----------- -----------
Total receivables 367,762 444,669
----------- -----------

Cash 7,158 --
----------- -----------

NET ASSETS AVAILABLE FOR BENEFITS $14,337,021 $16,914,816
=========== ===========

* Reclassified for comparative purposes

Note: The accompanying notes are an integral part of these financial statements.

SL INDUSTRIES, INC. SAVINGS AND PENSION PLAN
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS

Year Ended
December 31, 2001
-----------------

Additions:
Additions to net assets attributed to:
Investment income:
Net depreciation in fair value of investments $ (1,654,180)
Interest/dividends 516,493
Net realized loss on sales of investments (338,656)
------------
(1,476,343)
------------
Contributions:
Participant 969,021
Employer 627,691
Rollover 14,829
------------
1,611,541
------------
Total additions 135,198
------------

Deductions:
Deductions from net assets attributed to:
Benefits paid to participants 2,711,020
Administrative expenses 1,973
------------
Total deductions 2,712,993
------------

Net decrease (2,577,795)

Net assets available for benefits:
Beginning of year 16,914,816
------------
End of year 14,337,021
============

Note: The accompanying notes are an integral part of these financial statements.

SL INDUSTRIES, INC. SAVINGS AND PENSION PLAN

NOTES TO FINANCIAL STATEMENTS

1. Description of Plan and Summary of Significant Accounting Policies
------------------------------------------------------------------

Description of Plan:
-------------------

SL Industries, Inc. Savings and Pension Plan (the "Plan"), originally
adopted May 1, 1976, is a defined contribution savings and pension plan
covering substantially all U.S. non-union employees of SL Industries,
Inc. Corporate Office, SL Surface Technologies, Inc., Condor D.C. Power
Supplies, Inc., SL Montevideo Technology, Inc., and SLW Holdings, Inc.
(first month of the year in 2001). To become eligible for the Plan, an
individual would have to have attained the age of 18 on the first day
of the month coinciding with or following the date of hire. The Plan is
subject to the provisions of the Employee Retirement Income Security
Act of 1974, as amended (ERISA). Participants should refer to the
Summary Plan Description for more complete information with respect to
the provisions of the Plan.

Use of Estimates:
-----------------

The preparation of financial statements in conformity with accounting
principles generally accepted in the United States requires management
to make estimates and assumptions that affect the reported amounts of
assets and liabilities and disclosure of contingent assets and
liabilities at the date of the financial statements and the reported
amounts of revenues and expenses during the reporting period. Actual
results could differ from those estimates.

2. Investments:
-----------

As part of the Plan provisions, participants may invest in SL
Industries, Inc. Common Stock ("Common Stock") and/or in various
combinations of fourteen Fidelity Institutional Retirement Services
Co., Inc. ("Fidelity") funds: Blended Income Fund, Growth and Income
Portfolio, Puritan Fund, Low-Priced Stock Fund, Diversified
International Fund, Mid-Cap Stock Fund, Freedom Income Fund, Freedom
2000 Fund, Freedom 2010 Fund, Freedom 2020 Fund, Freedom 2030 Fund,
Spartan U.S. Equity Index Fund, U.S. Bond Index Fund and Money Market
Fund. All income, gains or other amounts from any investment are
reinvested in the same investment from which they are received. The
amounts are then allocated, as appropriate, to each participant's
account balance.

The Blended Income Fund represents a deposit contract with Fidelity's
Managed Income Portfolio. Contributions are maintained in pooled
accounts. The account is credited with earnings on the underlying
investments at various rates and charged for Plan withdrawals. The
financial statements reflect the contract/market values as reported by
Fidelity as of the Plan year-end.

Employer matching contributions are invested solely in Common Stock of
SL Industries, Inc. Until a participant is fully vested, the employer
matching contribution credited to the participant's account cannot be
liquidated.

The remaining funds are Fidelity separate investment accounts and are
carried at market value as reported by Fidelity as of the Plan
year-end. The fair value of the SL Industries, Inc. Common Stock is
based on the market price as quoted on the New York Stock Exchange.

The Plan presents in the statement of changes in net assets available
for benefits the net depreciation in investments, which consists of the
realized gains or losses and the unrealized appreciation or
depreciation of those investments.

Interest and dividend income are recorded as earned on an accrual
basis.

During 2001, the Plan's investments (including gains and losses on
investments bought and sold, as well as held during the year)
depreciated in value by $1,992,836 as follows:

Mutual Funds: $ 770,255
Common Stock: 1,222,581
-----------
$ 1,992,836

The following table represents investments that represent 5% or more of
the Plan's net assets:

December 31
----------------------------
2001 2000
---------- ----------

Blended Income Fund $3,294,441 $3,936,202
SL Industries, Inc. Common Stock * 1,313,922 2,539,342
Fidelity Growth and Income Portfolio 1,408,216 1,707,670
Fidelity Low Priced Stock Fund 1,549,482 945,049
Fidelity Mid-Cap Stock Fund 1,570,482 1,885,075
Spartan U.S. Equity Index Fund 1,059,777 1,382,013

*Participant-directed and nonparticipant-directed.

Information about the significant components of the changes in net
assets relating to the SL Industries, Inc. Common Stock, which is both
a participant-directed and a nonparticipant-directed investment option,
is as follows:

Year Ended
December 31, 2001
-----------------
Changes in Net Assets:
Contributions $ 1,131,975
Dividends 1,301
Net depreciation (1,222,581)
Benefits paid to participants (234,938)
Transfers/Loan Activity (901,177)
-----------
Net Changes $(1,225,420)

Contributions:
--------------

Elective Contributions:
----------------------

Employees' contributions are based upon authorized payroll
withholdings. Participants may make elective deferrals of up
to an annual maximum of the lesser of 20% of their annual
compensation, as defined by the Plan, or $10,500 in the
calendar year of 2001, thereafter as adjusted by the Secretary
of the Treasury.

Matching Employer Contributions:
--------------------------------

The employer's match is fifty percent (50%) of the
participant's elective deferrals, not to exceed six percent
(6%) of participant's compensation. Matching employer
contributions have been invested solely in Common Stock of SL
Industries, Inc.

Profit Sharing Contributions:
-----------------------------

A profit sharing contribution can be made annually to all Plan
participants who have earned at least 1,000 hours of service
during the Plan year, with the exception of participants who
are disabled, die or retire. This is a discretionary
contribution determined by resolution of the Board of
Directors. Profit sharing contributions are invested in
accordance with the election of each participant.

Benefits:
--------

At the time of separation, the vested portion of a participant's
account represents the participant's accumulated benefit. If a
participant's account balance is less than $5,000, a lump sum
distribution will be made regardless of whether the participant
requests a distribution. A participant who has an account balance of
$5,000 or greater may elect to: (1) continue to invest their
accumulated benefit in the Plan until their normal retirement date; (2)
purchase a qualified joint and survivor annuity; (3) receive payment in
one lump sum; or (4) have any portion paid directly to an eligible
retirement plan specified by the distributee in a direct rollover.

At the retirement date, a participant may elect to receive their
retirement benefit in one lump sum payment, in various types of
installments, or in the form of a qualified joint and survivor annuity.
The amount of benefit payment depends on the value of the participant's
account and the retirement benefit option the participant elects.

Vesting:
--------

Participants become immediately vested in their elective deferral
contributions plus actual earnings and their employer's profit sharing
contributions. Employer matching contributions become vested as
follows:

Percentage
Years of Service Vested
---------------- ------
Five years or more . . . . . . . . . . . . . . . . . 100%
Four years or more, but less than five years . . . . 80%
Three years or more, but less than four years. . . . 60%
Two years or more, but less than three years . . . . 40%
One year or more, but less than two years . . . . . 20%
Less than one year . . . . . . . . . . . . . . . . . 0%

In determining years of service for vesting, the Plan considers service
from the participant's date of hire. Only whole years of service will
be counted for vesting purposes. The nonvested portion of a
participant's account, if any, will be forfeited in accordance with the
provisions of the Plan. Forfeitures will be allocated to the remaining
participants' accounts on a prorated basis as defined by the Plan.

Participant Loans:
-----------------

The Plan makes loans to a participant, using the participant's account
balance as collateral. The minimum loan amount is $1,000 and may not
exceed the lesser of $50,000 or one-half of the participant's vested
account balance. Loans bear interest at an interest rate as determined
by the Plan Administrator based upon the prevailing rates of interest
charged by persons in the business of lending money. The interest rates
on the participant loans receivable as of December 31, 2001 and
December 31, 2000 range from 5.5% to 10.25% and 7.0% to 10.25%,
respectively. The term of any loan to a participant shall be no greater
than five years, except in the case of a loan to acquire a dwelling
unit that is considered a principal residence, in which case the term
is 10 years.

3. Plan Termination
----------------

While SL Industries, Inc. has not expressed any intent to do so, it may
terminate the Plan at any time, subject to the penalties set forth in
ERISA, as amended. In the event of such Plan termination, participants
will become 100% vested in their accounts.

4. Reconciliation to Form 5500
---------------------------

As of December 31, 2001 and December 31, 2000, the Plan had $0 and
$219,349, respectively, of pending distributions to participants who
elected to withdraw from the Plan. The year 2000 amount was recorded as
a liability in the Plan's Form 5500; however, the amount was not
recorded as a liability in the accompanying statement of net assets
available for benefits in accordance with generally accepted accounting
principles.

5. Administrative Expenses
-----------------------

Administrative expenses of the Plan have been paid by SL Industries,
Inc., with the exception of asset management fees, which have been paid
by the Plan. Total asset management fees expensed in the fiscal years
ended December 31, 2001 and December 31, 2000 were $1,973 and $466,
respectively.

6. Tax Status
----------

The Internal Revenue Service has issued a favorable determination
letter stating that the Plan meets the requirements for qualification
pursuant to Section 401(a) of the Internal Revenue Code (the "Code")
and that the Plan is exempt from federal income taxes under Section
501(a) of the Code. Although the Plan has been amended since receiving
the determination letter, management believes they are operating the
Plan in accordance with the Code. Accordingly, there is no provision
for income taxes in the accompanying financial statements.

Schedule I

SL INDUSTRIES, INC. SAVINGS AND PENSION PLAN
EIN: 21-0682685
FORM 5500, SCHEDULE H, LINE 4i
SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES AT END OF YEAR
DECEMBER 31, 2001

(a) (b) Identity of Issuer (c) Description of Investment (d) Cost (e) Current Value
-----------------------------------------------------------------------------------------------------------------

Common Stock
* SL Industries, Inc. Common Stock 2,031,866 1,313,922

Common Trust Fund
Fidelity Blended Income Fund 3,294,441 3,294,441
Fidelity Fidelity Puritan Fund 740,871 674,307
Fidelity Fidelity Growth & Income Portfolio 1,619,168 1,408,216
Fidelity Fidelity Low-Priced Stock Fund 1,395,604 1,549,482
Fidelity Fidelity Diversified Int'l Fund 325,257 291,362
Fidelity Fidelity Mid-Cap Stock Fund 1,446,436 1,570,482
Fidelity Fidelity Freedom Income Fund 66,184 65,679
Fidelity Fidelity Freedom 2000 Fund 238,968 225,414
Fidelity Fidelity Freedom 2010 Fund 611,193 567,496
Fidelity Fidelity Freedom 2020 Fund 803,099 712,760
Fidelity Fidelity Freedom 2030 Fund 545,805 481,996
Fidelity Spartan U.S. Equity Index Fund 1,147,879 1,059,777
Fidelity Fidelity U.S. Bond Index Fund 309,531 312,009
Fidelity Money Market Fund 21,003 21,003

* Participant Loans Loans, ranging 1-10 years
Receivable maturity with interest rates of
5.5%-10.25% 413,755 413,755
-----------------------------------
15,011,060 13,962,101
===================================

* A party-in-interest as defined by ERISA.

Exhibit Index

Number Description

23.1 Consent of Independent Accountants, Goldenberg Rosenthal, LLP for
the year ended December 31, 2001

23.2 Notice Regarding Consent of Arthur Andersen LLP