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SL INDUSTRIES DIRECTOR QUITS; CEO CALLS TIMING 'SELF-SERVING PLOY'

 SL INDUSTRIES DIRECTOR QUITS; CEO CALLS TIMING 'SELF-SERVING PLOY'
 MT. LAUREL, N.J., Oct. 19 /PRNewswire/ -- SL Industries, Inc. (NYSE, PHLX: SL), announced today that a director who had not been nominated by the board to stand for re-election at the company's Nov. 20 annual meeting resigned on Oct. 13. The director, James Benenson Jr., had been a board member since October 1991.
 Owen Farren, president and chief executive officer of SL, said, "Mr. Benenson's quitting our board at this time is a self-serving ploy to generate publicity for several baseless charges and to win votes for Wilmer Thomas and Martin Solomon in their proxy contest to take control of SL's board. We now suspect that Mr. Benenson has been in league with Mr. Thomas and Mr. Solomon for some time.
 "Mr. Benenson was not renominated," Mr. Farren continued, "because he refused to commit to the board's slate, after first insisting that the board support his reelection.
 "In his resignation letter criticizing his former colleagues, Mr. Benenson conveniently ignores the many positive moves made by new management during the one year he was a director. He chooses to forget the fact that we've implemented a detailed business plan, which has been instrumental in our return to profitability, and that corporate overhead has dropped significantly in our first year and will decline even further in the years ahead."
 Mr. Farren added, "He complains about certain board actions, including the deferred compensation program arranged years ago for SL's retiring chairman, who served for 15 years in that capacity and for 36 years as a director. We are quite surprised at this complaint, since Mr. Benenson twice rejected my offer to have the company conduct an inquiry into this program.
 "Our board has worked very hard to achieve SL's improved financial and operating performance. Mr. Benenson, on the other hand, did little else other than urge us to turn over SL's keys to the Thomas-Solomon Group, ever since their desire for three board seats first surfaced publicly this past summer."
 Mr. Farren concluded, "Mr. Benenson is well aware that this board has tried to work constructively with Thomas and Solomon, as distasteful as this is considering their backgrounds. Mr. Thomas, a former business associate of Mr. Benenson, approached SL and tried to get us to buy back his shares at $8 per share, a 45 percent premium to the market price at that time. This attempt to extract a premium not open to other shareholders was of course rejected. We indicated our willingness to give them one board seat for a mutually acceptable individual, in addition to Mr. Benenson's, to avoid the disruption and expense to our shareholders of a proxy contest. But they rejected our offer and demanded immediate control of the board."
 SL Industries, Inc., is composed of operating subsidiaries which design, manufacture and distribute engineered products. Together, they serve two business segments: electrical/electro-mechanical and specialty products. These subsidiaries, located throughout North America, possess product development, manufacturing and marketing capabilities and occupy niche positions within growth markets.
 -0- 10/19/92
 /NOTE TO EDITORS: SL Industries has seven seats up for re-election at its 1992 annual meeting, scheduled for Nov. 20. Under cumulative voting rules which apply to the election of directors, a nominee will need at least 12.5 percent of the total number of shares voted to be elected/
 /CONTACT: Owen Farren of SL, 609-727-1500; or Stanley J. Kay of MacKenzie Partners, 212-929-5940, for SL/
 (SL) CO: SL Industries, Inc. ST: New Jersey IN: SU: PER


GK-OS -- NY098 -- 1823 10/19/92 16:54 EDT
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Date:Oct 19, 1992
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