sec document
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): January 23, 2007
----------------
SL Industries, Inc.
--------------------------------------------------------------------------------
(Exact name of registrant as specified in its charter)
New Jersey 1-4987 21-0682685
--------------------------------------------------------------------------------
(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
520 Fellowship Road, Suite A114, Mount Laurel, New Jersey 08054
--------------------------------------------------------------------------------
(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code: (856) 727-1500
--------------
N/A
--------------------------------------------------------------------------------
(Former name or former address, if changed since last report.)
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions (SEE General Instruction A.2. below):
|_| Written communications pursuant to Rule 425 under the Securities Act
(17 CFR 230.425)
|_| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17
CFR 240.14a-12)
|_| Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
|_| Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
ITEM 8.01. OTHER EVENTS.
As described in the Company's Quarterly Report on Form 10-Q for the quarterly
period ended September 30, 2006, the Company is the subject of various lawsuits
and administrative actions relating to environmental issues concerning the
Pennsauken Landfill and the Puchack Wellfield in connection with the
chrome-plating facility in Pennsauken Township, New Jersey ("SurfTech Site")
previously operated by SL Surface Technologies, Inc. ("SurfTech"), a
wholly-owned subsidiary of the Company (substantially all of the operating
assets of SurfTech were sold in November 2003). As previously disclosed, the New
Jersey Department of Environmental Protection served a directive in connection
with the SurfTech Site that would subject the Company to, among other things,
$9,266,000 in collective reimbursements (with other parties).
In late August 2006, the United States Environmental Protection Agency ("EPA")
notified the Company that it was a potentially responsible party, jointly and
severally liable, for the investigation and remediation of the Puchack Wellfield
Superfund Site under the Comprehensive Environmental Response, Compensation and
Liability Act of 1980, as amended ("CERCLA" or the "federal Superfund Law").
Thereafter, in September 2006, the EPA issued a Record of Decision for the
national priority listed Puchack Wellfield Superfund Site and selected a remedy
to address the first phase of groundwater contamination that the EPA
contemplates being conducted in two phases (known as operable units). The
estimated cost of the EPA selected remedy for the first groundwater operable
unit, to be conducted over a five to ten year timeframe, is approximately $17
million. Prior to the issuance of the EPA's Record of Decision, the Company had
retained an experienced environmental consulting firm to prepare technical
comments on the EPA's proposed remediation of the Puchack Wellfield Superfund
Site. In those comments, the Company's consultant, among other things,
identified flaws in the EPA's conclusions and the factual predicates for certain
of the EPA's decisions and for the proposed selected remedy.
Following the issuance of its Record of Decision, in early November 2006, the
EPA sent another letter to the Company requesting that the Company either
perform or finance the remedial actions for operable unit 1 identified in the
EPA's Record of Decision. The Company is in the process of evaluating the
request and other issues raised by the EPA. Representatives from the Company and
the EPA have scheduled a meeting to discuss these matters, after which the
Company will formulate a written response.
Notwithstanding the assertions of the EPA, the Company has been advised by its
environmental consultants that the existing technical data in the EPA
administrative record does not demonstrate that offsite migration of hazardous
substances from the SurfTech Site contributed to the contamination of the
Puchack Wellfield. The Company has been further advised that other technical
factors and certain defenses may be available to the Company and that other
potentially responsible parties may exist. The Company is working to determine
its estimated expenses and potential liability in this matter and expects to be
in regular communication with the EPA to further that evaluation. However, there
can be no assurance as to what will be the ultimate resolution or exposure to
the Company for this matter.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
SL INDUSTRIES, INC.
(Registrant)
Date: January 26, 2007
By: /s/ David R. Nuzzo
-------------------------------------
Name: David R. Nuzzo
Title: Vice President and Chief
Financial Officer