SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934
Filed by the Registrant [X]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
[ ] Preliminary Proxy Statement
[ ] Confidential, for Use of
the Commission Only (as
permitted by Rule 14a-6(e)(2))
[X] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14a-12
RONSON CORPORATION
(Name of Registrant as Specified in its Charter)
REGISTRANT
(Name of Person(s) Filing Proxy Statement)
Payment of Filing Fee (Check the appropriate box):
[X] $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1), or
14a-6(i)(2) or Item 22(a)(2) of Schedule 14A.
[ ] $500 per each party to the controversy pursuant to Exchange Act Rule
14a-6(i)(3).
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
1) Title of each class of securities to which transaction applies:
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2) Aggregate number of securities to which transaction applies:
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3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11:
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<PAGE>
[ ] Fee paid previously with preliminary materials.
[ ] Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee was
paid previously. Identify the previous filing by registration statement
number, or the Form or Schedule and the date of its filing.
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<PAGE>
RONSON CORPORATION
Corporate Park III
Campus Drive
Post Office Box 6707
Somerset, New Jersey 08875
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON NOVEMBER 21, 1995
NOTICE IS HEREBY GIVEN that the Annual Meeting of Stockholders (the
"Meeting") of Ronson Corporation (the "Company") will be held at the Quality
Inn, 1850 Easton Avenue, Somerset, New Jersey, on November 21, 1995 at 10
o'clock a.m. (Eastern Standard Time) for the following purposes:
1. To elect three (3) directors;
2. To ratify the appointment of Demetrius & Company, L.L.C. as
independent auditors for the Company for the year 1995;
3. To consider and act upon such other business which may properly
come before the Meeting.
The Board of Directors has fixed the close of business on September 22,
1995 as the time as of which the stockholders of record entitled to notice of
and to vote at the Meeting will be determined.
You are cordially invited to attend the Meeting in person or to send a
proxy so that your shares may be represented. Even though you have sent a proxy,
if you attend the Meeting in person, you may revoke the proxy and vote your
shares in person.
A proxy card is enclosed with this notice, together with a postage-paid
return envelope. Please date and sign the proxy card and mail it in the return
envelope.
Justin P. Walder
Secretary
Dated: October 20, 1995
<PAGE>
RONSON CORPORATION
Corporate Park III
Campus Drive
Post Office Box 6707
Somerset, New Jersey 08875
PROXY STATEMENT
ANNUAL MEETING OF STOCKHOLDERS
NOVEMBER 21, 1995
The enclosed proxy is solicited by the Board of Directors (the "Board") of
Ronson Corporation (the "Company"), for use at the Annual Meeting of
Stockholders (the "Meeting") to be held on November 21, 1995 at 10 o'clock a.m.
(Eastern Standard Time), at the Quality Inn, 1850 Easton Avenue, Somerset, New
Jersey, and at any adjournment thereof. The Meeting has been called for the
following purposes:
1. To elect three (3) directors;
2. To ratify the appointment of Demetrius & Company, L.L.C. as independent
auditors for the Company for the year 1995;
3. To consider and act upon such other business which may properly come
before the Meeting.
Stockholders are requested to date and execute the enclosed form of proxy
and return it in the postage-paid return envelope provided, unless you wish to
exercise and present your proxy at the Meeting. If the enclosed proxy is signed
and returned prior to the Meeting, it will be voted, unless subsequently
revoked, in accordance with the specification made thereon or, if no
specification is made, in accordance with the recommendations of management. The
enclosed proxy may be revoked at any time prior to the voting thereof by
notifying the Secretary of the Company in writing of the revocation or by filing
with the Secretary another duly executed proxy bearing a later date. Even though
you have sent a proxy, if you attend the Meeting in person, you may revoke the
proxy and vote your shares in person, although, under New Jersey law, your
attendance at the Meeting by itself does not revoke your proxy unless a written
notice of revocation is filed with the Secretary of the Meeting prior to the
voting of the proxy.
This proxy statement and the accompanying form of proxy are first being
mailed to stockholders on or about October 20, 1995. The expenses of preparing,
assembling, printing and mailing these proxy materials will be paid by the
Company.
The Company will also reimburse brokers, fiduciaries and nominees for the
cost of forwarding proxies and proxy statements to the beneficial owners of
Common Stock. In addition to solicitation by mail, directors, officers and
regular employees of the Company may also solicit proxies in person, by
telephone or by telegraph. Directors and officers of the Company who may also
solicit proxies will receive no additional compensation for rendering such
services. To assist in the solicitation of proxies from all shareholders,
including brokers, bank nominees, institutional holders and others, the Company
has engaged Morrow & Co. of New York City for a fee estimated to be
approximately $3,500 plus out of pocket expenses.
Quorum and Voting
The Company has outstanding only one class of voting securities, Common
Stock. Each share of Common Stock is entitled to one vote. Only stockholders of
record at the close of business on September 22, 1995 are entitled to vote at
the Meeting. There were 1,732,892 shares of the Company's Common Stock
outstanding at the close of business on October 10, 1995.
The affirmative vote of holders of a majority of the Company's Common Stock
present at the Meeting in person or by proxy is required to elect three (3)
Company directors and to ratify the appointment of Demetrius & Company, L.L.C.
as the Company's independent auditors, provided that a quorum, consisting of at
least a majority of the Company's outstanding Common Stock, is present.
Principal Holders of the Company's Voting Securities
Set forth below are the persons who, to the best of management's knowledge,
own beneficially more than five percent of any class of the Company's voting
securities, together with the number of shares so owned and the percentage which
such number constitutes of the total number of shares of such class presently
outstanding:
<TABLE>
<CAPTION>
Title of Name and Address of Amount and Nature of Percent of
Class Beneficial Owner Beneficial Ownership Class
-------- ------------------- -------------------- ----------
<S> <C> <C> <C>
Common Louis V. Aronson II 406,935 (1) 21.2% (1)
Campus Drive
P.O. Box 6707
Somerset, New Jersey 08875
Common Ronson Corporation Retirement Plan 165,260 (2) 9.1% (2)
Campus Drive
P.O. Box 6707
Somerset, New Jersey 08875
Common Patrick Kintz 221,566 (3) 12.8% (3)
8323 Misty Vale
Houston, Texas 77075
</TABLE>
(1) Includes 186,979 shares of unissued Common Stock issuable to Mr. L.V.
Aronson upon conversion of 166,979 shares of 12% Cumulative Convertible
Preferred Stock owned by Mr. L.V. Aronson and upon exercise of stock options
held by Mr. L.V. Aronson for 20,000 shares under the Ronson Corporation 1983
and 1987 Incentive Stock Option Plans.
(2) Includes 91,487 shares of unissued Common Stock issuable to the Ronson
Corporation Retirement Plan ("Plan") upon conversion of 91,487 shares of 12%
Cumulative Convertible Preferred Stock owned by the Plan. The shares held by
the Plan are voted by the Plan's trustees, Messrs. L.V. Aronson, E.M. Ganz
and I.M. Gedinsky. If the shares held by the Plan were included in Mr. L.V.
Aronson's beneficial ownership, Mr. L.V. Aronson's beneficial ownership
would be 572,195 shares, or 28.5% of the class. If the shares held by the
Plan were included in Mr. Ganz's beneficial ownership, Mr. Ganz's beneficial
ownership would be 182,063 shares, or 9.9% of the class. If the shares held
by the Plan were included in Mr. Gedinsky's beneficial ownership, Mr.
Gedinsky's beneficial ownership would be 165,260 shares, or 9.1% of the
class. The Plan's holdings were reported in 1988 on Schedule 13G.
(3) Includes 197,766 Common Shares owned directly and 23,800 shares owned as
tenant in common with his spouse. This information was provided to the
Company by Mr. Kintz.
Security Ownership of Management
The following table shows the number of shares of Common Stock beneficially
owned by each director and nominee and by all directors and officers as a group
as of October 10, 1995, and the percentage of the total shares of Common Stock
outstanding on October 10, 1995 owned by each individual and by the group shown
in the table. Individuals have sole voting and investment power over the stock
shown unless otherwise indicated in the footnotes:
<TABLE>
<CAPTION>
Name of Individual or Amount and Nature of Percent of
Identity of Group Beneficial Ownership(2) Class
--------------------- ----------------------- ----------
<S> <C> <C>
Louis V. Aronson II 406,935 (3) 21.2% (3)
Robert A. Aronson 1,599 (1)
Barton P. Ferris, Jr. 46,349 2.6%
Erwin M. Ganz 16,803 (3) (1) (3)
Justin P. Walder 24,981 1.4%
Saul H. Weisman 7,923 (1)
All directors and officers as a group (eight (8)
individuals including those named above) 525,990 26.3%
</TABLE>
(1) Shares owned beneficially are less than 1% of total shares outstanding.
(2) Shares listed as owned beneficially include unissued Common Stock issuable
upon conversion of 219,070 shares of 12% Cumulative Convertible Preferred
Stock and exercise of 45,700 shares subject to option under the Ronson
Corporation 1983 and 1987 Incentive Stock Option Plans as follows:
<TABLE>
<CAPTION>
12% Cumulative Common Shares
Convertible Preferred Shares Under Option
---------------------------- ------------
<S> <C> <C>
Louis V. Aronson II 166,979 20,000
Robert A. Aronson 566 --
Barton P. Ferris, Jr. 25,411 --
Erwin M. Ganz 7,843 --
Justin P. Walder 13,603 4,500
Saul H. Weisman 4,568 --
All directors and officers as a group (eight (8)
individuals including those named above) 219,070 45,700
</TABLE>
(3) Does not include 73,773 shares of issued Common Stock owned by the Plan and
91,487 shares of unissued Common Stock issuable to the Plan upon conversion
of 91,487 shares of 12% Cumulative Convertible Preferred Stock. The shares
held by the Plan are voted by the Plan's trustees, Messrs. L.V. Aronson,
Ganz and Gedinsky. If the shares held by the Plan were included in Mr. L.V.
Aronson's beneficial ownership, Mr. L.V. Aronson's beneficial ownership
would be 572,195 shares, or 28.5% of the class. If the shares held by the
Plan were included in Mr. Ganz's beneficial ownership, Mr. Ganz's beneficial
ownership would be 182,063 shares, or 9.9% of the class.
ELECTION OF DIRECTORS
Pursuant to the Company's Certificate of Incorporation and Bylaws, three
(3) directors are to be elected at this year's Meeting to fill the Class II
director positions that will expire with the 1998 Annual Meeting of
Stockholders. The Nominating Committee of the Board has nominated Messrs. Robert
A. Aronson, Erwin M. Ganz and Justin P. Walder for election as the Class II
directors. (Classification of the Board was adopted pursuant to an amendment to
the Company's Certificate of Incorporation which was approved by the
stockholders of the Company at an Annual Meeting of Stockholders held on
November 8, 1983.)
Proxies will be voted for the election of such nominees unless contrary
instructions are set forth on the proxy card.
The Board of Directors recommends that stockholders vote FOR the nominated
directors to fill the Class II positions, and signed proxies returned unmarked
will be voted FOR the nominated directors.
The following table contains information regarding the present Board,
including information regarding the nominees for election, who are currently
directors of the Company.
<TABLE>
<CAPTION>
Positions and Offices with Company
Presently Held (other than that of
Term as Director); Business Experience During
Period Served As Director Past Five Years (with Company unless
Name of Director Age Director Expires otherwise noted)
---------------- --- ---------------- -------- --------------------------------------
<S> <C> <C> <C> <C>
Louis V. Aronson II 72 1952 - 1996 President & Chief Executive Officer;
Present Chairman of Executive Committee and Finance Committee;
Member of Nominating Committee.
Robert A. Aronson 46 1993 - 1995 Member of Audit Committee and
Present Finance Committee; Senior Vice President/Chief Financial
Officer of Dreher, Inc., Newark, NJ, the principal business of
which is the manufacture and import of leather products; son
of the President and Chief Executive Officer of the Company.
Barton P. Ferris, Jr. 55 1989 - 1996 Member of Finance Committee;
Present Managing Director-Investment Banking, Lepercq, de Neuflize
& Co. Incorporated, New York, NY, the principal business of which is
financial services to individuals, businesses and public agencies;
Director of Family Bargain Corporation.
Erwin M. Ganz 66 1976 - 1995 Chairman of Audit Committee;
Present Member of Executive Committee, Finance Committee and
Nominating Committee; Executive Vice President-Industrial Operations,
1975-1993; Chief Financial Officer, 1987-1993.
Justin P. Walder 59 1972 - 1995 Secretary; Assistant Corporation
Present Counsel; Member of Executive Committee and Nominating
Committee; Principal in Walder, Sondak & Brogan, P.A., Attorneys
at Law, Roseland, NJ.
Saul H. Weisman 69 1978 - 1997 Member of Executive Committee
Present and Audit Committee; President, Jarett Industries, Inc.,
Cedar Knolls, NJ, the principal business of which is the sale of
hydraulic and pneumatic equipment to industry.
</TABLE>
No director also serves as a director of another company registered under
the Securities Exchange Act of 1934, except for Mr. Ferris, who serves as a
director of Family Bargain Corporation.
The following table sets forth certain information concerning the executive
officers of the Company:
<TABLE>
<CAPTION>
Positions and Offices
Period Served with Company;
Name Age as Officer Family Relationships
---- --- ------------- ---------------------
<S> <C> <C> <C>
Louis V. Aronson II 72 1953 - Present President & Chief Executive Officer; Chairman of the Executive
Committee and the Finance Committee; Director.
Daryl K. Holcomb 44 1988 - Present Chief Financial Officer; Controller and Treasurer; None.
Justin P. Walder 59 1989 - Present Secretary.
1972 - Present Assistant Corporation Counsel; Director; None.
</TABLE>
Messrs. L.V. Aronson and Holcomb have been employed by the Company in
executive and/or professional capacities for at least the five year period
immediately preceding the date hereof. Mr. Walder has been Secretary, Assistant
Corporation Counsel and Director of the Company and a principal in Walder,
Sondak & Brogan, P.A., Attorneys at Law, for at least the five year period
preceding the date hereof.
Certain Relationships and Related Transactions
Refer to Compensation Committee Interlocks and Insider Participation below
for information in response to this item.
During the year ended December 31, 1994, no director or officer of the
Company was indebted to the Company or its subsidiaries.
BOARD OF DIRECTORS
The Board of the Company held eight (8) regular meetings during 1994.
During the year 1994, each of the incumbent directors standing for reelection
attended more than 75% of the total number of meetings of the Board and
Committees on which he served.
The Board currently has four standing Committees: Audit, Executive, Finance
and Nominating.
The Audit Committee consists of three individuals: Messrs. Ganz (Chairman),
R.A. Aronson and Weisman. The Audit Committee recommends the selection of
independent auditors for the Company, reviews the scope and timing of their
work, reviews with the auditors the financial accounting and reporting
principles used by the Company, the policies and procedures concerning audits,
accounting and financial controls, and any recommendations to improve its
existing practices. It also has general powers relating to accounting and
auditing matters and reviews the results of the independent audit. The Audit
Committee met one (1) time during 1994.
The Executive Committee consists of four individuals: Messrs. L.V. Aronson
(Chairman), Ganz, Walder and Weisman. The Executive Committee is empowered to
exercise all the powers of the Board when the Board is not in session or when a
quorum of the Board does not attend a meeting properly called, except that it
shall not act in conflict with any action or position previously taken by the
Board nor take certain other actions reserved to the Board. The Executive
Committee met nine (9) times during 1994.
The Finance Committee consists of four individuals: Messrs. L.V. Aronson
(Chairman), R.A. Aronson, Ferris and Ganz. The Finance Committee is authorized
and directed to examine and inquire into the fiscal affairs of the Company and
its financial structure, policies and operations and from time to time to make
such reports and recommendations thereon to the Board as the Committee may deem
advisable. The Finance Committee did not meet during 1994.
The Nominating Committee consists of three individuals: Messrs. L.V.
Aronson, Ganz and Walder. The Nominating Committee makes recommendations to the
Board concerning the composition of the Board, including its size and the
qualification of its membership. It also recommends nominees to fill vacancies
or new positions on the Board and a slate of directors to serve as the Board's
nominees for election by the stockholders at the Annual Meeting. The Nominating
Committee met one (1) time during 1994. Written recommendations by stockholders
concerning proposed nominees for election to the Board will be presented to the
Nominating Committee for its consideration. Recommendations should be mailed to
the Nominating Committee of the Board before May 21, 1996 in order to be
considered in connection with the next Annual Meeting. Recommendations should
include a brief description of the proposed nominee's qualifications and other
relevant biographical data as well as a written consent of the proposed nominee
to act as a director if nominated and elected.
EXECUTIVE COMPENSATION
SUMMARY COMPENSATION TABLE
The Summary Compensation Table presents compensation information for the
years ended December 31, 1994, 1993 and 1992 for the Chief Executive Officer and
the other executive officer of the Company whose base salary and bonus exceeded
$100,000.
<TABLE>
<CAPTION>
SUMMARY COMPENSATION TABLE
Long-Term
Annual Compensation Compensation
------------------- ------------ All Other
Salary Bonus Options/ Compensation
Name and Principal Position Year ($) ($) (1) SARS (#) ($)(2)
--------------------------- ---- ------- ------- ----------- ------------
<S> <C> <C> <C> <C> <C>
Louis V. Aronson II 1994 377,460 78,830 -- 9,174
President & Chief 1993 365,144 31,833 -- 10,205
Executive Officer 1992 359,186 23,064 -- 9,436
Daryl K. Holcomb 1994 95,625 20,583 -- 2,040
Chief Financial Officer, 1993 95,000 7,716 7,000 2,040
Controller & Treasurer 1992 90,000 5,690 -- 2,010
</TABLE>
(1) The compensation included in the bonus column is an incentive payment
resulting from the attainment by the Company's subsidiaries of certain
levels of net sales and profits before taxes.
(2) In 1994, All Other Compensation included matching credits by the Company
under its Employees' Savings Plan (Mr. L.V. Aronson, $3,000 and Mr. Holcomb,
$2,040); and the cost of term life insurance included in split-dollar life
insurance policies (Mr. L.V. Aronson, $6,174).
OPTION GRANTS IN LAST FISCAL YEAR
No options were granted to the named executive officers in the year ended
December 31, 1994.
AGGREGATED OPTION EXERCISES AND YEAR-END OPTION VALUES
The following table summarizes, for each of the named executive officers,
the number of stock options unexercised at December 31, 1994. All options held
by the named executives were exercisable at December 31, 1994. No options were
exercised by the named executives during the year, and, therefore, no value was
realized. "In-the-money" options are those where the fair market value of the
underlying securities exceeds the exercise price of the options.
AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR AND
FISCAL YEAR-END OPTION VALUES
<TABLE>
<CAPTION>
Value of Unexercised
Number of Unexercised In-the-Money Options
Options at FY-End (#) (1) at FY-End ($) (2)
Name Exercisable/Unexercisable Exercisable/Unexercisable
---- -------------------------- -------------------------
<S> <C> <C>
Louis V. Aronson II 40,000 4,750
Daryl K. Holcomb 14,500 3,444
</TABLE>
(1) The options held by the named executive officers are exercisable through May
16, 1996, except that options for 7,000 shares held by Mr. Holcomb are
exercisable through March 11, 1998. The options are exercisable for Mr. L.V.
Aronson at prices of $3.1875 and $1.20 per common share (20,000 shares at
$3.1875 and 20,000 shares at $1.20). The options are exercisable for Mr.
Holcomb at $1.20.
(2) The value of the unexercised options was determined by comparing the average
of the bid and asked prices of the Company's Common Stock at December 31,
1994, to the option prices. Those options priced at $1.20 were in-the-money
at December 31, 1994.
LONG-TERM INCENTIVE PLANS
None.
PENSION PLAN
No named executive is a participant in a pension plan of the Company.
COMPENSATION OF DIRECTORS
Effective January 1, 1995, directors who are not officers of the Company
receive an annual fee of $6,500 and, in addition, are compensated at the rate of
$550 for each Board meeting actually attended and $350 for each Committee
meeting actually attended. Officers of the Company receive no compensation for
their services on the Board or on any Committee.
EMPLOYMENT CONTRACTS AND TERMINATION OF EMPLOYMENT AND
CHANGE-IN-CONTROL ARRANGEMENTS
Mr. L.V. Aronson is a party to an employment contract with the Company
dated September 21, 1978, which, as amended on July 24, 1980, July 1, 1982,
October 11, 1985, July 7, 1988, May 10, 1989, August 22, 1991 and May 22, 1995,
provides for a term expiring December 31, 1998. The employment contract provides
for the payment of a base salary which is to be increased 7% as of January 1 of
each year. It also provides that the Company shall reimburse Mr. L.V. Aronson
for expenses, provide him with an automobile, and pay a death benefit equal to
two years' salary. During 1990, Mr. L.V. Aronson offered and accepted a 5%
reduction in his base salary provided for by the terms of his employment
contract, and, in addition, a 7% salary increase due January 1, 1991 under the
terms of the contract was waived. During 1992 also, Mr. L.V. Aronson offered and
accepted a 7% reduction in his base salary. Effective September 1, 1993, Mr.
L.V. Aronson offered and accepted a further 5% reduction in his base salary.
Under the employment contract, Mr. L.V. Aronson's full compensation will
continue in the event of Mr. L.V. Aronson's disability for the duration of the
agreement or one full year, whichever is later. The employment contract also
provides that if, following a Change in Control (as defined in the employment
contract), Mr. L.V. Aronson's employment with the Company terminated under
prescribed circumstances as set forth in the employment contract, the Company
will pay Mr. L.V. Aronson a lump sum equal to the base salary (including the
required increases in base salary) for the remaining term of the employment
contract.
REPRICING OF OPTIONS
No options were repriced during the fiscal year ended December 31, 1994.
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
The Board of the Company, as a whole, provides overall guidance of the
Company's executive compensation program. All members of the Board participate
in the review and approval of each of the components of the Company's executive
compensation program described below, except that no director who is also a
Company employee participates in the review and approval of his compensation.
Directors of the Company who are also current employees of the Company are
Messrs. L.V. Aronson and Walder. Directors of the Company who are also former
employees of the Company are Messrs. R.A. Aronson, whose employment with the
Company ceased in 1987, and Ganz, who retired from the Company in 1993. Mr. Ganz
has a consulting agreement with the Company for a period of two years beginning
January 1, 1994 which is cancellable at any time by either party with 60 days
notice and which compensates Mr. Ganz for his services at the rate of $55,000
per year plus participation in the Company's health and life insurance plans.
During the year ended December 31, 1994, the Company was provided
investment banking services by Lepercq, de Neuflize & Co. Incorporated amounting
to $67,080. Mr. Ferris, a managing director of that firm, is a director of the
Company.
During the year ended December 31, 1994, the Company and Ronson Consumer
Products were provided printing services by Michael Graphics, Inc., a New Jersey
corporation, amounting to $85,045. A greater than 10% shareholder of Michael
Graphics, Inc. is the son-in-law of the President, who is also a director of the
Company.
During the year ended December 31, 1994, Ronson Aviation and Ronson Metals
retained the firm of Walder, Sondak & Brogan, P.A., Attorneys at Law, to perform
legal services. Mr. Walder, a principal in that firm, is a director and officer
of the Company.
During the year ended December 31, 1994, Ronson Consumer Products leased
approximately 6,000 square feet of general warehouse space from Woodbridge
Associates. Mr. Walder, a greater than 10% owner of Woodbridge Associates, is a
director and officer of the Company. The lease was terminated February 28, 1994.
The lease expense in the year ended December 31, 1994 was $6,050.
Management believes that the terms received by the Company in these
transactions are as favorable to the Company as the Company could receive from
an unaffiliated third party.
REPORT ON EXECUTIVE COMPENSATION
As stated above, the Board, as a whole, provides overall guidance to the
Company's executive compensation program. The program covers the named executive
officers, all other executive officers, and other key employees. The program has
three principal components: base salary, annual cash incentives under the
Company's Management Incentive Plan ("MIP"), and stock options under the
Company's 1983 and 1987 Incentive Stock Option ("ISO") Plans. Mr. L.V. Aronson's
base salary is determined by the terms of his employment contract discussed
above, except for the reductions which have been offered and accepted from time
to time by Mr. L.V. Aronson. The amendments, also detailed above, to Mr. L.V.
Aronson's employment contract and the reductions offered and accepted from time
to time by Mr. L.V. Aronson have been reviewed and approved by the Board. The
Board also reviews and approves the salaries of all of the other executive
officers. Prior to the beginning of the fiscal year, the Board reviews and
approves which employees participate in the Company's MIP and the criteria which
will determine the cash awards under the plan to the participants after the
close of the fiscal year. The Board also reviews and approves all awards under
the Company's ISO Plans.
The base salaries are intended to meet the requirements of employment
contracts for the named executive officers in effect and to fairly compensate
all the officers of the Company for the effective exercise of their
responsibilities, their management of the business functions for which they are
responsible, their extended period of service to the Company and their
dedication and diligence in carrying out their responsibilities for the Company
and its subsidiaries. In 1994 and prior years, increases have been granted to
Mr. L.V. Aronson in accordance with terms of the employment contract, except for
the above mentioned salary reductions offered and accepted from time to time by
him. In 1994 and prior years, the Board, after review, has approved increases to
the other executive officers.
The Company's MIP is based on the financial performance of the Company and
its subsidiaries and is adopted annually, after review, for the ensuing year by
the Board. Each year the Board sets the formula for determining incentive
compensation under the MIP for the Company and each subsidiary based upon (1)
the amount net sales exceed thresholds established by the Board and (2) pretax
profits as a percent of net sales. The Board determines who of the Company's and
its subsidiaries' key employees are eligible to participate in the MIP and what
each employee's level of participation may be. The thresholds set by the Board
must be met by the end of the fiscal year in order for each eligible employee to
receive an award under the MIP for that year.
The stock options granted under the Company's ISO Plans are designed to
create a proprietary interest in the Company among its executive officers and
other key employees and reward these executive officers and other key employees
directly for appreciation in the long-term price of the Company's Common Stock.
The ISO Plans directly link the compensation of executive officers and other key
employees to gains by the shareholders and encourages executive officers to
adopt a strong stockholder orientation in their work. In 1994, options were
granted to certain key employees, other than executive officers, of the Company.
The above report is presented by the Board of Directors:
Louis V. Aronson II Erwin M. Ganz
Robert A. Aronson Justin P. Walder
Barton P. Ferris, Jr. Saul H. Weisman
PERFORMANCE GRAPH
The following line graph compares the yearly percentage change in the
cumulative total shareholder returns on the Company's Common Stock during the
five fiscal years ended December 31, 1994 with the cumulative total return of
the NASDAQ Stock Market (U.S. Companies) Index and the Russell 2000 Index.
COMPARISON OF FIVE YEAR CUMULATIVE TOTAL RETURN
AMONG THE COMPANY, NASDAQ STOCK MARKET INDEX
AND RUSSELL 2000 INDEX
[GRAPHIC OF LINE GRAPH WITH POINTS PLOTTED TO VALUES LISTED BELOW]
<TABLE>
<CAPTION>
Value As Of December 31,
1989 1990 1991 1992 1993 1994
---- ---- ---- ---- ---- ----
<S> <C> <C> <C> <C> <C> <C>
RONSON CORP 100.00 41.67 50.00 25.00 75.00 95.83
NASDAQ 100.00 84.93 136.35 158.68 182.17 178.12
RUSSELL 2000 100.00 80.49 117.56 139.21 165.52 162.51
</TABLE>
This graph assumes that $100 was invested in the Company's Common Stock on
December 31, 1989, in the NASDAQ Stock Market (U.S. Companies) Index and in the
Russell 2000 Index, and that dividends are reinvested.
The Company has determined that it is not possible to identify a published
industry or line-of-business index or a peer group of companies since the
Company has two distinct lines of business. The Company has selected the Russell
2000 Index since it is composed of companies with small capitalizations.
COMPLIANCE WITH SECTION 16(a) OF THE EXCHANGE ACT
Under Securities and Exchange Commission rules, the Company is required to
review copies of beneficial ownership reports filed with the Company which are
required under Section 16(a) of the Exchange Act by officers, directors and
greater than 10% beneficial owners. Mr. Patrick Kintz advised the Company that
he became a greater than 10% shareholder on his filing of a Schedule 13D. Based
solely on the Company's review of forms filed with the Company, the Company has
no record that the Company has received the required Form 5 for 1994 for Mr.
Kintz. In addition, a Form 4 filed on November 18, 1994 by Mr. Kintz reported a
total of eight transactions in August, September and October of 1994.
INDEPENDENT AUDITORS
Demetrius & Company, L.L.C. has been selected and is recommended to
stockholders for ratification as auditors for the year ending December 31, 1995.
A representative of Demetrius & Company, L.L.C. is expected to attend the
meeting with the opportunity to make a statement and/or respond to appropriate
questions from stockholders present at the Meeting.
The Board of Directors recommends that stockholders vote FOR the
ratification of the selection of Demetrius & Company, L.L.C. and signed proxies
returned unmarked will be voted FOR ratification.
In July 1994, the Company notified its auditors, KPMG Peat Marwick LLP,
that it had determined to discontinue using the services of KPMG Peat Marwick
LLP ("former auditors") as its independent auditors. The discontinuation of the
services of the former auditors was recommended and approved by the Company's
Audit Committee and its Board.
In August 1994, the Company engaged Demetrius & Company, L.L.C. as its
independent auditors. The engagement of Demetrius & Company, L.L.C. was
recommended and approved by the Company's Audit Committee and Board. The Company
did not consult with Demetrius & Company, L.L.C. on any matter during the two
fiscal years ended December 31, 1993 and 1992 or during the subsequent interim
period prior to the Company's discontinuation of the services of the former
auditors.
The reports of the former auditors on the Company's financial statements
for the two years ended December 31, 1993 and 1992 were modified as to
uncertainties. The uncertainties referred to in the former auditors' report on
the Company's financial statements for the year ended December 31, 1993 related
to an examination report from the Internal Revenue Service regarding the Ronson
Corporation Retirement Plan and to substantial doubt about the Company's ability
to continue as a going concern. The uncertainty referred to in the former
auditors' report on the Company's financial statements for the year ended
December 31, 1992 related to substantial doubt about the Company's ability to
continue as a going concern. During the Company's two fiscal years ended
December 31, 1993 and 1992 and the subsequent interim period prior to the
Company's discontinuation of the services of the former auditors, there were no
disagreements between the Company and the former auditors on any matter of
accounting principles or practices, financial statement disclosures, or auditing
scope or procedure, which disagreements, if not resolved to the satisfaction of
the former auditors, would have caused it to make reference to such
disagreements in connection with its reports.
FINANCIAL STATEMENTS
For financial statements of the Company and its subsidiaries, stockholders
are requested to refer to the Company's Annual Report for 1994 sent to
stockholders in May 1995.
MISCELLANEOUS
Financial and other reports will be presented at the Meeting, and minutes
of the previous meeting of stockholders will be made available for inspection by
stockholders present at the Meeting, but it is not intended that any action will
be taken in respect thereof.
At the time of filing this proxy statement with the Securities and Exchange
Commission, the Board was not aware that any matters not referred to herein
would be presented for action at the Meeting. If any other matters properly come
before the Meeting, it is intended that the shares represented by proxies will
be voted with respect thereto in accordance with the judgement of the persons
voting them. It is also intended that discretionary authority will be exercised
with respect to the vote on any matters incident to the conduct of the Meeting.
<PAGE>
Proposals by stockholders intended to be presented at the 1996 Annual
Meeting of Stockholders must be received by the Company no later than June 22,
1996 in order to be included in the proxy statement and on the form of proxy
which will be solicited by the Board in connection with that meeting.
Justin P. Walder
Secretary
Date: October 20, 1995
Upon the written request of any record holder or beneficial owner of Common
Stock entitled to vote at the Annual Meeting, the Company will provide without
charge a copy of its Annual Report on Form 10-K as filed with the Securities and
Exchange Commission for the year 1994.
<PAGE>
PROXY SOLICITED ANNUAL MEETING
ON BEHALF OF OF STOCKHOLDERS
THE BOARD OF NOVEMBER 21, 1995
DIRECTORS
RONSON CORPORATION
Corporate Park III, Campus Drive, P.O. Box 6707
Somerset, New Jersey 08875
[GRAPHIC -- COMPANY LOGO] P R O X Y
The undersigned, revoking all previous proxies, hereby appoints LOUIS V.
ARONSON II, JUSTIN P. WALDER and ERWIN M. GANZ, and each of them, proxies of the
undersigned, with full power of substitution, to vote and act for the
undersigned at the Annual Meeting of Stockholders of the Corporation to be held
at 10:00 a.m. (Eastern Standard Time) on November 21, 1995 at the Quality Inn,
1850 Easton Avenue, Somerset, New Jersey, and at any adjournment thereof; as
indicated below on those matters described in the proxy statement and in
accordance with their discretion on such other matters as may properly come
before the meeting.
The Board of Directors RECOMMENDS a vote "FOR" Proposals (1) and (2).
(1) Election of Directors, Class II (Terms expire at 1998 Annual Meeting of
Stockholders).
Vote FOR all nominees listed below [ ]
Vote WITHHELD for all nominees listed below [ ]
ROBERT A. ARONSON, ERWIN M. GANZ, JUSTIN P. WALDER
INSTRUCTION: To withhold authority to vote for any individual nominee, write
the nominee's name here:
----------------------------------------------------------------------------
(2) Ratification of appointment of auditors for the year 1995.
FOR [ ] AGAINST [ ] ABSTAIN [ ]
PLEASE MARK, SIGN AND DATE THIS PROXY ON THE REVERSE SIDE AND RETURN IT PROMPTLY
IN THE ENCLOSED POSTAGE-PAID ENVELOPE
SEE REVERSE SIDE
[GRAPHIC OF ARROW DIRECTING TO OPPOSITE SIDE OF CARD]
<PAGE>
[GRAPHIC -- COMPANY LOGO] P R O X Y
This proxy when properly executed will be voted in the manner directed by the
undersigned stockholder. If no direction is made, this proxy will be voted
"FOR" Proposals (1) and (2).
DATE_____________________, 1995
_______________________________
_______________________________
Executors, administrators, trustees, etc. should so indicate when signing. If
shares are registered in more than one name, all holders should sign.
PLEASE MARK, DATE, SIGN
AND RETURN THIS PROXY PROMPTLY IN THE ENCLOSED POSTAGE-PAID ENVELOPE
