sec document
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
--------------
SCHEDULE 13D
(RULE 13d-101)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO RULE 13d-1(A) AND AMENDMENTS THERETO FILED PURSUANT TO
RULE 13d-2(A)
(Amendment No. )(1)
Ault Incorporated
-----------------
(Name of Issuer)
Common Stock, No Par Value
--------------------------
(Title of Class of Securities)
051503100
---------
(CUSIP Number)
STEVEN WOLOSKY, ESQ.
OLSHAN GRUNDMAN FROME ROSENZWEIG amp; WOLOSKY LLP
Park Avenue Tower
65 East 55th Street
New York, New York 10022
(212) 451-2300
--------------
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
December 16, 2005
-----------------
(Date of Event Which Requires Filing of This Statement)
If the filing person has previously filed a statement on Schedule 13G
to report the acquisition that is the subject of this Schedule 13D, and is
filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the
following box / /.
NOTE. Schedules filed in paper format shall include a signed original
and five copies of the schedule, including all exhibits. SEE Rule 13d-7 for
other parties to whom copies are to be sent.
(Continued on following pages)
(Page 1 of 15 Pages)
--------
(1) The remainder of this cover page shall be filled out for a reporting
person's initial filing on this form with respect to the subject class of
securities, and for any subsequent amendment containing information which would
alter disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not
be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange
Act of 1934 or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, SEE the
NOTES).
------------------------- -------------------------
CUSIP No. 051503100 13D Page 2 of 15
------------------------- -------------------------
================================================================================
1 NAME OF REPORTING PERSONS:
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
SL Industries, Inc. (21-0682685)
--------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) / /
(b) / /
--------------------------------------------------------------------------------
3 SEC USE ONLY
--------------------------------------------------------------------------------
4 SOURCE OF FUNDS*
OO, AF
--------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEM 2(d) OR 2(e) / /
--------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OR ORGANIZATION
New Jersey
--------------------------------------------------------------------------------
NUMBER OF 7 SOLE VOTING POWER
SHARES
BENEFICIALLY 0
OWNED BY -----------------------------------------------------------------
EACH 8 SHARED VOTING POWER
REPORTING
PERSON WITH 1,084,794*
-----------------------------------------------------------------
9 SOLE DISPOSITIVE POWER
0
-----------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
1,084,794*
--------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
1,084,794*
--------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES* / /
--------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
22.3%**
--------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
CO
================================================================================
* Represents (1) the aggregate number of shares of the common stock, no par
value per share ("Company Common Stock"), of Ault Incorporated, a
Minnesota corporation (the "Company"), held by the directors and executive
officers of the Company (the "Shareholders") who have entered into a
Shareholders Agreement, dated as of December 16, 2005, with SL Industries,
Inc., a New Jersey corporation ("Parent"), and Lakers Acquisition Corp., a
Minnesota corporation and a wholly owned subsidiary of Parent
("Purchaser"), as described herein (the "Shares") and an aggregate of
234,169 shares of Company Common Stock held by SL Delaware Holdings, Inc.
("Holdings"). Parent and Purchaser expressly disclaim beneficial ownership
of the Shares subject to the Shareholders Agreement.
** Based on 4,861,192 shares of Company Common Stock outstanding as set forth
in the Company's Schedule 14D-9 filed with the Securities and Exchange
Commission on December 23, 2005.
------------------------- -------------------------
CUSIP No. 051503100 13D Page 3 of 15
------------------------- -------------------------
================================================================================
1 NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Lakers Acquisition Corp.
--------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) / /
(b) / /
--------------------------------------------------------------------------------
3 SEC USE ONLY
--------------------------------------------------------------------------------
4 SOURCE OF FUNDS*
OO
--------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEM 2(d) OR 2(e) / /
--------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OR ORGANIZATION
Minnesota
--------------------------------------------------------------------------------
NUMBER OF 7 SOLE VOTING POWER
SHARES
BENEFICIALLY 0
OWNED BY -----------------------------------------------------------------
EACH 8 SHARED VOTING POWER
REPORTING
PERSON WITH 850,625*
-----------------------------------------------------------------
9 SOLE DISPOSITIVE POWER
0
-----------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
850,625*
--------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
850,625*
--------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES* / /
--------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
17.5%**
--------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
CO
================================================================================
* Represents the aggregate number of shares of the common stock, no par
value per share ("Company Common Stock"), of Ault Incorporated, a
Minnesota corporation (the "Company"), held by the directors and
executive officers of the Company (the "Shareholders") who have entered
into a Shareholders Agreement, dated as of December 16, 2005, with SL
Industries, Inc., a New Jersey corporation ("Parent"), and Lakers
Acquisition Corp., a Minnesota corporation and a wholly owned subsidiary
of Parent ("Purchaser"), as described herein (the "Shares"). Parent and
Purchaser expressly disclaim beneficial ownership of the Acquisition
Shares.
** Based on 4,861,192 shares of Company Common Stock outstanding as set
forth in the Company's Schedule 14D-9 filed with the Securities and
Exchange Commission on December 23, 2005.
------------------------- -------------------------
CUSIP No. 051503100 13D Page 4 of 15
------------------------- -------------------------
================================================================================
1 NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
SL Delaware Holdings, Inc. (51-0413904)
--------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) / /
(b) / /
--------------------------------------------------------------------------------
3 SEC USE ONLY
--------------------------------------------------------------------------------
4 SOURCE OF FUNDS*
WC
--------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEM 2(d) OR 2(e) / /
--------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OR ORGANIZATION
Minnesota
--------------------------------------------------------------------------------
NUMBER OF 7 SOLE VOTING POWER
SHARES
BENEFICIALLY 234,169
OWNED BY -----------------------------------------------------------------
EACH 8 SHARED VOTING POWER
REPORTING
PERSON WITH 0
-----------------------------------------------------------------
9 SOLE DISPOSITIVE POWER
234,169
-----------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
0
--------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
234,169
--------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES* / /
--------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
4.8%*
--------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
CO
================================================================================
* Based on 4,861,192 shares of Company Common Stock outstanding as set
forth in the Company's Schedule 14D-9 filed with the Securities and
Exchange Commission on December 23, 2005.
------------------------- -------------------------
CUSIP No. 051503100 13D Page 5 of 15
------------------------- -------------------------
TABLE OF CONTENTS
Item 1. Security and Issuer....................................................6
Item 2. Identity and Background................................................6
Item 3. Source and Amount of Funds or Other Consideration......................6
Item 4. Purpose of the Transaction.............................................7
Item 5. Interest in Securities of the Issuer...................................9
Item 6. Contracts, Arrangements, Understandings or Relationships
With Respect to Securities of the Issuer.............................9
Item 7. Material to be Filed as Exhibits......................................10
EXHIBIT INDEX
Exhibit 1
Exhibit 2
Exhibit 3
Exhibit 4
Exhibit 5
Exhibit 6
------------------------- -------------------------
CUSIP No. 051503100 13D Page 6 of 15
------------------------- -------------------------
ITEM 1. SECURITY AND ISSUER
This statement on Schedule 13D (this "Schedule") relates to the shares
of common stock, no par value per share (the "Company Common Stock"), of Ault
Incorporated, a Minnesota corporation (the "Company"). The address and principal
office of the Company is 7105 Northland Terrace, Minneapolis, Minnesota, 55428.
ITEM 2. IDENTITY AND BACKGROUND.
(a) This Schedule is being filed by SL Industries, Inc., a New Jersey
corporation ("Parent"), Lakers Acquisition Corp., a Minnesota corporation and a
wholly owned subsidiary of Parent ("Purchaser") and SL Delaware Holdings, Inc.,
a Delaware corporation and a wholly owned subsidiary of Parent ("Holdings"),
each on its own behalf.
(b) The principal executive offices of each of Parent, Purchaser and
Holdings are located at 520 Fellowship Road, Suite A114, Mount Laurel, NJ 08054.
(c), (f) Parent through its subsidiaries, designs, manufactures and
markets power electronics, power motion, power protection, teleprotection and
specialized communication equipment that is used in a variety of medical,
aerospace, computer, datacom, industrial, telecom, transportation and electric
power utility equipment applications. Its products are generally incorporated
into larger systems to increase operating safety, reliability and efficiency.
Parent's products are largely sold to original equipment manufacturers, the
electric power utility industry, and to a lesser extent, to commercial
distributors. Purchaser is a corporation newly formed by Parent to effect the
Offer (as defined below) and other transactions contemplated by the Merger
Agreement (as defined below) and has not conducted any other activities. Until
immediately prior to the time that Purchaser purchases Company Common Stock
pursuant to the Offer, it is not anticipated that Purchaser will have any
significant assets or liabilities or engage in activities other than those
incident to its formation and capitalization and the transactions contemplated
by the Merger Agreement, including the Offer. All outstanding shares of capital
stock of Purchaser are owned by Parent. Holdings is a holding company with no
operations other than holding the shares of Company Common Stock held by it as
described herein and serving as the entity through which Parent holds the stock
of certain of its subsidiaries.
The name, business address, present principal occupation or employment
and citizenship of each director and executive officer of Parent, Purchaser and
Holdings are set forth in Annex A hereto and are incorporated herein by
reference.
(d), (e) During the past five years, neither Parent nor Purchaser nor,
to the best of their knowledge, any of the persons listed in Annex A attached
hereto, has (i) been convicted in a criminal proceeding (excluding traffic
violations or similar misdemeanors), or (ii) been a party to a civil proceeding
of a judicial or administrative body of competent jurisdiction and as a result
of such proceeding was, or is, subject to a judgment, decree or final order
enjoining future violations of, or prohibiting or mandating activities subject
to, federal or state securities laws, or finding any violation with respect to
such laws.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
Neither Parent nor Purchaser has paid any consideration in connection
with the execution of the Merger Agreement or the Shareholders Agreement (as
defined below). Neither Parent nor Purchaser expects to acquire any shares of
Company Common Stock pursuant to the Shareholders Agreement. Parent and
Purchaser expect to acquire all outstanding shares of Company Common Stock
pursuant to the Offer and the Merger. A description of the source and amount of
funds required to purchase shares of Company Common Stock in the Offer pursuant
to the Merger Agreement is contained in Section 10 of the Offer to Purchase,
dated as of December 23, 2005, filed as Exhibit (a)(1)(A) to the Schedule TO
filed with the SEC by Purchaser and Parent on December 23, 2005 (the "Offer to
Purchase"), which description is incorporated herein by reference. The Offer to
Purchase also is filed as Exhibit 1 hereto. A copy of the Revolving Credit
Agreement among Bank of America, N.A., Parent and certain subsidiaries of
------------------------- -------------------------
CUSIP No. 051503100 13D Page 7 of 15
------------------------- -------------------------
Parent, dated as of August 3, 2005, is filed as Exhibit 5 hereto and is
incorporated herein by reference. Holdings acquired the shares of Company Common
Stock owned by it at an aggregate cost (including associated fees) of
approximately $567,000, using working capital made available to it by Parent.
ITEM 4. PURPOSE OF THE TRANSACTION
(a)-(b) The Company, Parent and Purchaser are parties to an Agreement
and Plan of Merger dated as of December 16, 2005 (the "Merger Agreement"). The
Merger Agreement provides that Purchaser will offer to purchase all of the
issued and outstanding shares of Company Common Stock, including the associated
preferred stock rights (the "Offer"), at a purchase price of $2.90 per share,
net to the seller in cash, without interest (such amount or any greater amount
per share of Company Common Stock paid in the Offer, the "Offer Price").
Pursuant to the Merger Agreement, as soon as practicable after the completion of
the Offer and the satisfaction or waiver of all conditions to the Merger (as
defined below), Purchaser will be merged with and into the Company with the
Company surviving the merger as a wholly owned subsidiary of Parent (the
"Merger"). The Merger will become effective on the date and time that the
Articles of Merger are filed with the Minnesota Secretary of State (unless some
later time is specified therein) (the "Effective Time"). At the Effective Time,
(i) each share of Company Common Stock then outstanding (other than shares of
Company Common Stock owned by Parent, Purchaser or the Company or any of their
respective wholly-owned subsidiaries, or by shareholders, if any, who are
entitled to and properly exercise dissenters' rights under Minnesota law) will
be converted into the right to receive the Offer Price and (ii) each issued and
outstanding share of Company Common Stock owned by Parent, Purchaser or the
Company or any of their respective wholly-owned subsidiaries immediately prior
to the Merger shall automatically be cancelled and cease to exist, and no
consideration shall be delivered or deliverable therefor. Shareholders who
exercise dissenters' rights under Minnesota law will receive a
judicially-determined fair value for their shares of Company Common Stock, which
value could be more or less than, or the same as, the Offer Price.
The Offer, the Merger, and the other transactions contemplated by the
Merger Agreement are subject to the satisfaction or waiver of certain
conditions, including the receipt of regulatory approvals, as set forth in the
Merger Agreement. Furthermore, the consummation of the Offer, the Merger and the
other transactions contemplated by the Merger Agreement are subject to the
termination provisions of the Merger Agreement. A more complete description of
the Merger Agreement is contained in Section 13 of the Offer to Purchase, which
description is incorporated herein by reference. A copy of the Merger Agreement
is filed as Exhibit 2 to this Schedule and is incorporated herein by reference.
Concurrently with the execution and delivery of the Merger Agreement,
and as a condition and inducement to the willingness of Parent and Purchaser to
enter into the Merger Agreement, the directors and certain officers of the
Company and certain of their affiliates (the "Shareholders") entered into a
Shareholders Agreement with Parent and Purchaser dated as of December 16, 2005
(the "Shareholders Agreement"). Pursuant to the Shareholders Agreement and as
more fully described herein, each Shareholder, among other things, (i) agreed to
tender into the Offer, and to not withdraw, all shares of Company Common Stock
beneficially owned by such Shareholder, as well as any shares of Company Common
Stock subsequently acquired by such Shareholder (the "Owned Shares"), (ii)
agreed to certain transfer restrictions with respect to such Shareholder's Owned
Shares as well as any options or other rights to acquire Company Common Stock
held by such Shareholder, (iii) granted to Parent and Purchaser an irrevocable
option to purchase all of such Shareholder's Owned Shares at a price per share
equal to the Offer Price, exercisable if Purchaser has acquired shares of
Company Common Stock pursuant to the Offer, (iv) agreed to vote any of such
Shareholder's Owned Shares (A) in favor of the Merger Agreement and the Merger,
and (B) against any Company Takeover Proposal (as defined below) (other than as
proposed by Parent or Purchaser) or any action that could reasonably be expected
to prevent or materially impede or delay the Offer or the Merger or the
transactions contemplated by the Shareholders Agreement, and (v) granted Parent
an irrevocable proxy to vote all of such Shareholder's Owned Shares as
contemplated by clause (v) of this paragraph. A copy of the Shareholders
Agreement is filed as Exhibit 3 to this Schedule and is incorporated herein by
reference.
"Company Takeover Proposal" means any inquiry, proposal or offer from
any person relating to (1) any direct or indirect acquisition or purchase of
assets representing 10% or more of the assets of the Company, (2) any issuance,
------------------------- -------------------------
CUSIP No. 051503100 13D Page 8 of 15
------------------------- -------------------------
sale, or other disposition of (including by way of merger, consolidation,
business combination, share exchange, joint venture, or any similar transaction)
securities (or options, rights or warrants to purchase, or securities
convertible into or exchangeable for, such securities) representing 10% or more
of the voting power of the Company, (3) any tender offer, exchange offer or
other transaction in which, if consummated, any person shall acquire beneficial
ownership (as such term is defined in Rule 13d-3 under the Securities Exchange
Act of 1934 , as amended (the "Exchange Act")), or the right to acquire
beneficial ownership, or any "group" (as such term is defined under the Exchange
Act) shall have been formed which beneficially owns or has the right to acquire
beneficial ownership, of 10% or more of the outstanding voting capital stock of
the Company, or (4) any merger, consolidation, share exchange, business
combination, recapitalization, liquidation, dissolution or similar transaction
involving the Company, other than the transactions contemplated by the Merger
Agreement.
In addition, concurrently with the execution and delivery of the Merger
Agreement, and as a condition and inducement to the willingness of Parent and
Purchaser to enter into the Merger Agreement, Parent, Purchaser and the Company
entered into a Stock Option Agreement dated as of December 16, 2005 (the "Stock
Option Agreement"), pursuant to which the Company granted Purchaser an
irrevocable option (the "Stock Option") to purchase, for the Offer Price, shares
of Company Common Stock, in such amount as shall be determined by Purchaser in
its sole and absolute discretion, up to such number of shares which, upon
exercise, would result in Purchaser owning in excess of 90% of the
then-outstanding shares of Company Common Stock (collectively, the "Optioned
Shares"); provided, that Purchaser's exercise of the Stock Option is conditioned
upon Purchaser and Parent owning, in the aggregate, immediately following such
exercise, at least 90% of the outstanding shares of Company Common Stock.
Purchaser is entitled to exercise the Stock Option at any time after it has
purchased shares of Company Common Stock in the Offer which results in
Purchaser, Parent and their affiliates owning at least 75% of the shares of
Company Common Stock then outstanding. A copy of the Stock Option Agreement is
filed as Exhibit 4 to this Schedule and is incorporated herein by reference.
(c) Not applicable.
(d) Parent will have certain rights to designate directors of the
Company following Purchaser's purchase of and payment for shares of Company
Common Stock pursuant to the Offer. Under the Merger Agreement, Parent will be
entitled to designate that number of directors of the Company, rounded up to the
next whole number, as is equal to the product of (A) the total number of
directors on the Company's Board of Directors, and (B) the percentage that the
number of shares so purchased bears to the total number of shares of Company
Common Stock then outstanding. Parent has similar rights with respect to
committees of the Company's Board of Directors. Notwithstanding the foregoing,
the Company shall use best efforts to cause the Company's Board of Directors,
until the Effective Time, to have at least two directors who were directors (and
not employees of the Company) on December 16, 2005, and who each satisfy the
requirements to be "disinterested" under provisions of the Minnesota Business
Corporation Act. Following the Effective Time, Parent may increase the size of
the Board of Directors, replace the existing directors and replace the existing
management of the Company with persons selected by Parent.
(e)-(j) The purpose of the Offer and the Merger is for Parent to
acquire control of the Company through the acquisition of all outstanding shares
of Company Common Stock. Upon consummation of the transactions contemplated by
the Merger Agreement, the Shareholders Agreement and the Stock Option Agreement,
the Company will become a wholly-owned subsidiary of Parent, the Company Common
Stock will cease to be freely traded or listed on Nasdaq or any national
securities market, all shares of Company Common Stock will cease to be
registered under the Act, and Parent will make such other changes in the
charter, bylaws, capitalization, management and business of the Company as set
forth in the Merger Agreement and as otherwise deemed necessary or appropriate
by Parent. Currently, the Company's policy is to pay no dividends. Parent may
change that policy following the Merger once the Company is a wholly owned
subsidiary of Parent. It is expected that initially, following the Merger, the
business and operations of the Company will, except as set forth under the
caption "Purpose of the Offer, Interest in Securities of Ault; Other Matters" in
Section 12 of the Offer to Purchase, which description is incorporated herein by
reference, be continued by the Company substantially in the same form as they
are currently being conducted.
------------------------- -------------------------
CUSIP No. 051503100 13D Page 9 of 15
------------------------- -------------------------
Except as set forth herein or incorporated herein by reference relating
to the Offer, the Merger and the transactions contemplated by the Merger
Agreement, the Shareholders Agreement and the Stock Option Agreement, Parent
does not have any current plans or proposals that relate to or would result in
(i) the acquisition by any person of additional shares of Company Common Stock
or the disposition of shares of Company Common Stock, (ii) an extraordinary
corporate transaction, such as a merger, reorganization or liquidation involving
the Company or any of its subsidiaries, (iii) a sale or transfer of a material
amount of assets of the Company or any of its subsidiaries, (iv) any change in
the present board of directors or management of the Company, including any plans
or proposals to change the number or term of directors or to fill any vacancies
on the board, (v) any material change in the capitalization of the Company, (vi)
any other material change in the Company's corporate structure or business,
(vii) any change to the Company's charter, bylaws, or instruments corresponding
thereto, or other actions that may impede the acquisition of control of the
Company, (viii) causing a class of securities of the Company to be delisted from
a national securities exchange or cease to be authorized to be quoted in an
inter-dealer quotation system of a registered national securities association,
(ix) a class of Company equity securities becoming eligible for termination of
registration pursuant to Section 12(g)(4) of the Act, or (x) any action similar
to any of those enumerated above.
The preceding summary of certain provisions of the Merger Agreement,
the Shareholders Agreement and the Stock Option Agreement, copies of which are
filed as exhibits hereto, is not intended to be complete and is qualified in its
entirety by reference to the full text of such agreements.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
(a)-(b) As a result of the Merger Agreement and the Shareholders
Agreement, and taking into account the shares of Company Common Stock owned by
Holdings, Parent, Purchaser and Holdings, as a group, may be deemed to be the
beneficial owner of and to have shared and dispositive voting power with respect
to 1,084,794 shares of Company Common Stock, representing approximately 22.3% of
the outstanding shares of Company Common Stock. The percentages are based on the
number of outstanding shares of Company Common Stock set forth in the Company's
Schedule 14D-9 filed with the Securities and Exchange Commission on December 23,
2005. The foregoing numbers exclude any shares of Company Common Stock that may
be acquired by persons subject to the Shareholders Agreement after the date
thereof; as a result of the Shareholders Agreement, Parent and Purchaser may be
deemed to have shared voting and dispositive power over any such shares when
acquired by such persons. As a result of the Stock Option Agreement, Parent and
Purchaser, as a group, may be deemed to be the beneficial owner of and to have
sole voting power and dispositive power with respect to such number of shares of
Company Common Stock as may be issued to Purchaser upon exercise of the Stock
Option (as described in Item 4 hereof).
Parent and Purchaser expressly disclaim beneficial ownership of any and
all shares of Company Common Stock that are subject to the Shareholders
Agreement or Stock Option Agreement, and nothing herein shall be deemed an
admission by Parent or Purchaser as to the beneficial ownership of such shares.
(c)-(d) Except as described herein, neither Parent nor Purchaser nor
Holdings nor, to the best of their knowledge, any of the persons listed in Annex
A attached hereto, has acquired or disposed of any shares of Company Common
Stock during the past 60 days. Furthermore, neither Parent nor Purchaser nor
Holdings knows of any other person with the right to receive or the power to
direct the receipt of dividends from, or the proceeds from the sale of, the
securities covered by this Schedule.
(e) Not applicable.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO
SECURITIES OF THE ISSUER.
The information set forth, or incorporated by reference, in Items 3, 4
and 5 of this Schedule is incorporated by reference to this Item 6. Except as
otherwise described in this Schedule, neither Parent nor Purchaser nor Holdings
nor, to the best of their knowledge, any of the persons listed in Annex A
attached hereto has any contracts, arrangements, understandings or relationships
(legal or otherwise) with any persons with respect to any securities of the
------------------------- -------------------------
CUSIP No. 051503100 13D Page 10 of 15
------------------------- -------------------------
Company, including but not limited to the transfer or voting of any securities,
finder's fees, joint ventures, loan or option agreements, puts or calls,
guarantees of profits, division of profits or losses, or the giving or
withholding of proxies.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
Exhibit 1: Offer to Purchase dated December 23, 2005 filed as Exhibit
(a)(1)(A) to the Schedule TO filed by Purchaser and Parent on
December 23, 2005.
Exhibit 2: Agreement and Plan of Merger, dated as of December 16, 2005, by and
among SL Industries, Inc., Lakers Acquisition Corp. and Ault
Incorporated
Exhibit 3: Shareholders Agreement, dated as of December 16, 2005, by and among
SL Industries, Inc., Lakers Acquisition Corp. and the directors and
certain officers of Ault Incorporated and certain affiliates
thereof
Exhibit 4: Stock Option Agreement, dated as of December 16, 2005, by and among
SL Industries, Inc., Lakers Acquisition Corp. and Ault Incorporated
Exhibit 5: Revolving Credit Agreement dated as of August 3, 2005 among Bank of
America, N.A., as Agent and a Lender, SL Industries, Inc., as
Parent Borrower and certain Subsidiary Borrowers, filed as Exhibit
99.B to the Schedule TO filed by Purchaser and Parent on December
23, 2005.
Exhibit 6: Joint Filing Agreement, dated as of December 27, 2005, by and
between SL Industries, Inc., SL Delaware Holdings, Inc. and Lakers
Acquisition Corp.
------------------------- -------------------------
CUSIP No. 051503100 13D Page 11 of 15
------------------------- -------------------------
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
Dated: December 27, 2005
SL INDUSTRIES, INC.
By: /s/ David R. Nuzzo
----------------------------------
David R. Nuzzo
Vice President and Chief Financial
Officer
SL DELAWARE HOLDINGS, INC.
By: /s/ David R. Nuzzo
----------------------------------
David R. Nuzzo
Vice President
LAKERS ACQUISITION CORP.
By: /s/ David R. Nuzzo
----------------------------------
David R. Nuzzo
Vice President and Secretary
------------------------- -------------------------
CUSIP No. 051503100 13D Page 12 of 15
------------------------- -------------------------
Annex A
-------
DIRECTORS AND EXECUTIVE OFFICERS OF
SL INDUSTRIES, INC.,
LAKERS ACQUISITION CORP. AND
SL DELAWARE HOLDINGS, INC.
The names of the directors and executive officers of SL Industries,
Inc. ("SL Industries") and Lakers Acquisition Corp. and their present principal
occupations or employment and material employment history for the past five
years are set forth in the tables below. Unless otherwise indicated, each
director and executive officer has been so employed for a period in excess of
five years. Unless otherwise indicated, each individual is a citizen of the
United States and his or her business address is 520 Fellowship Road, Suite
A114, Mount Laurel, NJ 08054.
DIRECTORS OF SL INDUSTRIES, INC.
NAME, PRINCIPAL OCCUPATION AND FIVE-YEAR EMPLOYMENT HISTORY
SL INDUSTRIES, INC.
Name Age Office and Principal Occupation Director Since
------------------------- --- --------------------------------------------- ----------------
Warren G. Lichtenstein 39 Chairman of the Board 2002
Glen Kassan 61 Vice Chairman of the Board 2002
J. Dwane Baumgardner 64 Director 1990
James Henderson 47 Director 2002
Mark E. Schwarz 44 Director 2002
Avrum Gray 69 Director 2002
James A. Risher 62 Director 2003
James C. Taylor 40 President and Chief Executive Officer
David R. Nuzzo 48 Vice President, Chief Financial Officer,
Secretary and Treasurer
WARREN G. LICHTENSTEIN was elected Chairman of the Board of SL
Industries on January 24, 2002. Mr. Lichtenstein served as Chief Executive
Officer of the Company from February 2002 until August 12, 2005 and had
previously served as a director of the Company from 1993 to 1997. Mr.
Lichtenstein has been the Chairman of the Board, Secretary and the Managing
Member of Steel Partners, L.L.C., the general partner of Steel Partners II, L.P.
("Steel"), a private investment partnership, since January 1, 1996 and the
President, Chief Executive Officer and a director of Steel Partners, Ltd
("SPL"), a management and advisory company that provides management services to
Steel and its affiliates, since June 1999. Mr. Lichtenstein has been a director
(currently Chairman of the Board) of United Industrial Corporation ("UIC"), a
company principally focused on the design, production and support of defense
systems and a manufacturer of combustion equipment for biomass and refuse fuels,
since May 2001. Mr. Lichtenstein served as a director of WebFinancial
Corporation ("WebFinancial"), a consumer and commercial lender, from 1996 to
2005 and served as Chairman and Chief Executive Officer of WebFinancial from
December 1997 to June 2005. He also served as President of WebFinancial from
December 1997 through December 2003. Mr. Lichtenstein has been a director of
Layne Christensen Company, a provider of products and services for the water,
mineral, construction and energy markets, since January 2004 and has been a
director of BKF Capital Group, Inc., a publicly-traded investment firm, since
June 2005.
GLEN KASSAN was elected as a director on January 24, 2002 and as Vice
Chairman of the Board on August 12, 2005. Mr. Kassan served and as President of
the Company from February 2002 until August 12, 2005. He has served as Executive
------------------------- -------------------------
CUSIP No. 051503100 13D Page 13 of 15
------------------------- -------------------------
Vice President of SPL and its predecessor since June 2001 and as Vice President
of its predecessor from October 1999 through May 2001. Mr. Kassan has served as
Vice President, Chief Financial Officer and Secretary of WebFinancial since June
2000. Mr. Kassan has served as Vice Chairman of the Board of Directors of
Caribbean Fertilizer Group Ltd., a private company engaged in the production and
distribution of agricultural products in Puerto Rico and Jamaica, since June
2000. Mr. Kassan also currently serves as Vice Chairman of the Board of
Directors, Chief Executive Officer and Secretary of WHX Corporation, a NYSE
listed holding company. Mr. Kassan is currently a director of UIC.
J. DWANE BAUMGARDNER has been a director of SL Industries since 1990.
From January 2003 to May 2004, Mr. Baumgardner served as Vice Chairman and
President of Magna Donnelly Corporation, an automotive supplier of exterior and
interior mirror, lighting and engineered glass systems. Prior to January 2003,
he had been the Chief Executive Officer and President of Magna Donnelly
Corporation since October 2002. Magna Donnelly Corporation is a wholly owned
subsidiary of Magna International Inc. that was established in October 2002 by
the merger of Donnelly Corporation and Magna Mirror Systems. Prior to October
2002, Mr. Baumgardner had been the Chairman and Chief Executive Officer of
Donnelly Corporation, an automotive supplier, since 1986. Mr. Baumgardner is
currently a director of Wescast Industries and Scanlon Leadership Network, where
he served as President from 1983 to 1985.
JAMES R. HENDERSON was elected as a director of SL Industries on
January 24, 2002. Mr. Henderson has served as a director of BNS Co., a real
estate management company, since June 2004 and as a director and Chairman of Del
Global Technologies Corp., a designer and manufacturer of medical imaging and
diagnostic systems, since November 2003 and May 2005, respectively. Mr.
Henderson has served as a Vice President of SPL and its predecessor since August
1999. He has also served as President of Gateway since December 2001. Mr.
Henderson served as a director of ECC International Corp., a manufacturer and
marketer of computer-controlled simulators for training personnel to perform
maintenance and operator procedures on military weapons, from December 1999 to
September 2003 and as acting Chief Executive Officer from July 2002 to March
2003. From January 2001 to August 2001, Mr. Henderson served as President of MDM
Technologies, Inc., a direct mail and marketing company that was principally
controlled by the Company's former Chief Executive Officer and Chairman. From
1996 to July 1999, Mr. Henderson was employed in various positions with Aydin
Corporation ("Aydin"), a defense electronics manufacturer, which included a
tenure as President and Chief Operating Officer from October 1998 to June 1999.
Prior to his employment with Aydin, Mr. Henderson was employed as an executive
with UNISYS Corporation, an e-business solutions provider.
MARK E. SCHWARZ was elected as a director of SL Industries on January
24, 2002. He has served as the general partner, directly or through entities
which he controls, of Newcastle Partners, L.P., a private investment firm, since
1993. Mr. Schwarz was Vice President and Manager of Sandera Capital, L.L.C., a
private investment firm affiliated with Hunt Financial Group, L.L.C., a
Dallas-based investment firm associated with the Lamar Hunt family ("Hunt"),
from 1995 to September 1999 and a securities analyst and portfolio Manager for
SCM Advisors, L.L.C., formerly a Hunt-affiliated registered investment advisor,
from May 1993 to 1996. Mr. Schwarz currently serves as a director of the
following companies: WebFinancial, Nashua Corporation, a specialty paper, label,
and printing supplies manufacturer; Bell Industries, Inc., a provider of
computer systems and services; New Century Equity Holdings Corp., a company
formerly engaged in investing in high-growth companies; and Pizza Inn, Inc., a
franchisor and operator of pizza restaurants. Mr. Schwarz has served as a
director and Chief Executive Officer and President of Geoworks Corporation, an
entity with no significant business operations, since May 2003. Mr. Schwarz has
also served as Chairman of the Board of Directors of Hallmark Financial
Services, Inc., a property and casualty insurance holding company, since October
2001, and as its Chief Executive Officer since January 2003. From October 1998
through April 1999, Mr. Schwarz served as a director of Aydin.
AVRUM GRAY was elected as a director of SL Industries on May 23, 2002.
Mr. Gray is the Chairman of G-Bar Limited Partnership, one of the nation's
largest independent options trading firms and a leading specialist in
computer-based arbitrage activities in the derivative markets, and has held this
position since 1981. Mr. Gray is the former Chairman of the Board of Lynch
Systems, Inc., a glass press supplier to the television and computer industry,
and a former Chief Executive Officer of a privately held manufacturer of
------------------------- -------------------------
CUSIP No. 051503100 13D Page 14 of 15
------------------------- -------------------------
components and devices for the automotive aftermarket. Mr. Gray is also a
director of Nashua Corporation, a specialty paper, label and printing supplies
manufacturer; Lynch Corporation, a holding company with subsidiaries engaged in
manufacturing and distributing frequency control devices and glass forming and
other equipment; and Material Sciences Corporation, a materials solution
provider. Additionally, Mr. Gray has been Chairman of the Board of Spertus
College, as well as a board member of the Illinois Institute of Technology, the
Stuart School, and a number of philanthropic organizations, including the Jewish
Federation of Chicago.
JAMES A. RISHER was elected as a director of SL Industries on May 29,
2003. Mr. Risher has been the Managing Partner of Lumina Group, LLC, a private
company engaged in the business of consulting and investing in small and
mid-size companies, since 1998. From February 2001 to May 2002, Mr. Risher
served as Chairman and Chief Executive Officer of BlueStar Battery Systems
International, Inc. ("BlueStar"), a Canadian public company that is an
e-commerce distributor of electrical and electronic products to selected
automotive aftermarket segments and targeted industrial markets. BlueStar filed
CCAA (a petition for reorganization under Canadian bankruptcy laws) in August
2001, and a plan of reorganization was approved in November 2001. From 1986 to
1998, Mr. Risher served as a director, Chief Executive Officer and President of
Exide Electronics Group, Inc. ("Exide"), a global leader in the uninterruptible
power supply industry. He also served as Chairman of Exide from December 1997 to
July 1998.
JAMES C. TAYLOR has served as President and Chief Executive Officer of
SL Industries since August 12, 2005. Mr. Taylor served as Executive Vice
President and Chief Operating Officer of SL Industries from January 2004 until
August 12, 2005 and has served as President of SL Industries' Electronics Group
since August 2002 and as President of SL Industries' subsidiary, Teal
Electronics Corp., since January 2000. From September 1997 to December 1999, Mr.
Taylor was President of Transicoil, a division of Horizon Aerospace, LLC, a
privately held company specializing in military, aerospace and medical motors.
DAVID R. NUZZO has served as Vice President and Chief Financial Officer
and Secretary of SL Industries since December 1997. Mr. Nuzzo has served as
Treasurer since January 2001.
LAKERS ACQUISITION CORP.
Name Age Office and Principal Occupation Director Since
------------------------- --- --------------------------------------------- ----------------
James C. Taylor 40 Director; President December 2005
David R. Nuzzo 48 Director; Vice President and Secretary December 2005
SL DELAWARE HOLDINGS, INC.
Name Age Office and Principal Occupation Director Since
------------------------- --- --------------------------------------------- ----------------
Warren G. Lichtenstein 39 Chairman of the Board February 2002
Glen Kassan 61 Director; President February 2002
David R. Nuzzo 48 Director; Vice President, Secretary November 2001
and Treasurer
------------------------- -------------------------
CUSIP No. 051503100 13D Page 15 of 15
------------------------- -------------------------
EXHIBIT INDEX
Exhibit 1: Offer to Purchase dated December 23, 2005 filed as Exhibit
(a)(1)(A) to the Schedule TO filed by Purchaser and Parent on
December 23, 2005.
Exhibit 2: Agreement and Plan of Merger, dated as of December 16, 2005, by and
among SL Industries, Inc., Lakers Acquisition Corp. and Ault
Incorporated
Exhibit 3: Shareholders Agreement, dated as of December 16, 2005, by and among
SL Industries, Inc., Lakers Acquisition Corp. and the directors and
certain officers of Ault Incorporated and certain affiliates
thereof
Exhibit 4: Stock Option Agreement, dated as of December 16, 2005, by and among
SL Industries, Inc., Lakers Acquisition Corp. and Ault Incorporated
Exhibit 5: Revolving Credit Agreement dated as of August 3, 2005 among Bank of
America, N.A., as Agent and a Lender, SL Industries, Inc., as
Parent Borrower and certain Subsidiary Borrowers, filed as Exhibit
99.B to the Schedule TO filed by Purchaser and Parent on December
23, 2005.
Exhibit 6: Joint Filing Agreement, dated as of December 27, 2005, by and
between SL Industries, Inc., SL Delaware Holdings, Inc. and Lakers
Acquisition Corp.