UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940 |
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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | SEC 1473 (7-02) | ||
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. |
1. Title of Derivative Security (Instr. 4) |
2. Date Exercisable and Expiration Date (Month/Day/Year) |
3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) |
4. Conversion or Exercise Price of Derivative Security | 5. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 5) |
6. Nature of Indirect Beneficial Ownership (Instr. 5) |
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Date Exercisable | Expiration Date | Title | Amount or Number of Shares |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
SL INDUSTRIES INC 520 FELLOWSHIP ROAD SUITE A114 MOUNT LAUREL, NJ 08054 |
 |  X |  |  |
By: David R. Nuzzo, Vice President & CFO | 12/27/2005 | |
**Signature of Reporting Person | Date |
* | If the form is filed by more than one reporting person, see Instruction 5(b)(v). |
** | Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). |
(1) | Pursuant to an Agreement and Plan of Merger, dated as of December 16, 2005 (the "Merger Agreement"), by and among SL Industries, Inc., a New Jersey Corporation ("SL Industries"), Lakers Acquisition Corp. (the "Offeror"), a Minnesota corporation and a wholly owned subsidiary of SL Industries, and Ault Incorporated, a Minnesota corporation (the "Company"), the Offeror has commenced an offer to purchase all of the shares of common stock, no par value ("Shares"), of the Company that are issued and outstanding for $2.90 per Share, net to the seller in cash, less any required withholding taxes and without interest. In connection with the Merger Agreement and for the purpose of facilitating the transactions contemplated thereby, SL Industries entered into a Shareholders Agreement, dated as of December 16, 2005 (the "Shareholders Agreement"), with certain of the Company's shareholders party thereto (collectively, the "Tendering Shareholders"). |
(2) | Pursuant to the Shareholders Agreement, the Tendering Shareholders have agreed to tender an aggregate of 850,625 Shares (the "Committed Shares") owned by the Tendering Shareholders to the Offeror. The Committed Shares represent approximately 17% of the issued and outstanding Shares of the Company as of December 16, 2005. SL Industries hereby disclaims beneficial ownership of the Committed Shares, and this Form 3 shall not be construed as an admission that SL Industries, for any purpose, is beneficial owner of the Committed Shares. |
(3) | These shares are directly held by a wholly-owned subsidiary of SL Industries. |