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 AUGUST 26, 1997
- --------------------------------------------------------------------------------
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 August 26, 1997 at 10 o'clock
a.m. (Eastern Daylight Time) for the following purposes:
1. To elect two (2) directors;
2. To ratify the appointment of Demetrius & Company, L.L.C., as
independent auditors for the Company for the year 1997;
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 July 18, 1997 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 is enclosed with this notice, together with a postage-paid return
envelope. Please sign and date the proxy and mail it in the return envelope.
/s/Justin P. Walder
----------------
Justin P. Walder
Secretary
Dated: July 28, 1997
<PAGE>
RONSON CORPORATION
Corporate Park III
Campus Drive
Post Office Box 6707
Somerset, New Jersey 08875
- --------------------------------------------------------------------------------
PROXY STATEMENT
ANNUAL MEETING OF STOCKHOLDERS
AUGUST 26, 1997
- --------------------------------------------------------------------------------
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 August 26, 1997 at 10 o'clock a.m.
(Eastern Daylight 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 two (2) directors;
2. To ratify the appointment of Demetrius & Company, L.L.C., as independent
auditors for the Company for the year 1997;
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. 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. Under New Jersey law, your attendance at
the Meeting by itself does not revoke your proxy, a written notice of revocation
filed with the Secretary of the Meeting prior to the voting of the proxy is also
necessary.
This proxy statement and the accompanying form of proxy are first being
mailed to stockholders on or about July 28, 1997. 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 stockholders,
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.
<PAGE>
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 July 18, 1997 are entitled to vote at the
Meeting. There were 2,926,407 shares of the Company's Common Stock outstanding
at the close of business on July 18, 1997.
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 two (2)
Company directors and to ratify the appointment of Demetrius & Company, L.L.C.,
as the Company's independent auditors for the year 1997, 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 686,320 (1)(2) 23.3% (1)(2)
Campus Drive
P.O. Box 6707
Somerset, New Jersey 08875
Common Ronson Corporation
Retirement Plan 165,260 (2) 5.5% (2)
Campus Drive
P.O. Box 6707
Somerset, New Jersey 08875
Common Patrick Kintz 224,166 (3) 7.7% (3)
8323 Misty Vale
Houston, Texas 77075
- ------------
</TABLE>
(1) Includes 22,500 shares of unissued Common Stock issuable to Mr. L.V.
Aronson upon exercise of stock options held by Mr. L.V. Aronson under the
Ronson Corporation 1996 Incentive Stock Option Plan.
(2) The Ronson Corporation Retirement Plan ("Retirement Plan") is the
beneficial owner of 165,260 shares which include 91,487 shares of unissued
Common Stock issuable to the Retirement Plan upon conversion of 91,487
shares of 12% Cumulative Convertible Preferred Stock owned by the
Retirement Plan. The shares held by the Retirement Plan are voted by the
Retirement Plan's trustees, Messrs. L.V. Aronson, E.M. Ganz and I.M.
Gedinsky. If the shares held by the Retirement Plan were included in Mr.
L.V. Aronson's beneficial ownership, Mr. L.V. Aronson's beneficial
<PAGE>
ownership would be 851,580 shares, or 28.0% of the class. If the shares
held by the Retirement Plan were included in Mr. Ganz's beneficial
ownership, Mr. Ganz's beneficial ownership would be 188,902 shares, or 6.3%
of the class. If the shares held by the Retirement Plan were included in
Mr. Gedinsky's beneficial ownership, Mr. Gedinsky's beneficial ownership
would be 165,260 shares or 5.5% of the class. The Retirement Plan's
holdings were reported in 1988 on Schedule 13G.
(3) Owned directly by Mr. Kintz. 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 July 18, 1997, and the percentage of the total shares of Common Stock
outstanding on July 18, 1997 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 686,320 (3) 23.3% (3)
Robert A. Aronson 2,995 (1)
Barton P. Ferris, Jr. 54,136 1.9%
Erwin M. Ganz 23,642 (3) (1) (3)
Gerard J. Quinnan 500 (1)
Justin P. Walder 39,503 1.4%
Saul H. Weisman 11,843 (1)
All directors and officers as a group
(nine (9) individuals including
those named above) 853,909 28.6%
- -----------------
</TABLE>
(1) Shares owned beneficially are less than 1% of total shares outstanding.
(2) Shares listed as owned beneficially include 54,500 shares subject to option
under the Ronson Corporation 1983, 1987 and 1996 Incentive Stock Option
Plans as follows:
<TABLE>
<CAPTION>
Number of
Common Shares
Under Option
-------------
<S> <C>
Louis V. Aronson II 22,500
Justin P. Walder 5,000
All directors and officers as a group
(nine (9) individuals including
those named above) 54,500
</TABLE>
<PAGE>
(3) Does not include 73,773 shares of issued Common Stock owned by the
Retirement Plan and 91,487 shares of unissued Common Stock issuable to the
Retirement Plan upon conversion of 91,487 shares of 12% Cumulative
Convertible Preferred Stock. The shares held by the Retirement Plan are
voted by the Retirement Plan's trustees, Messrs. L.V. Aronson, Ganz and
Gedinsky. If the shares held by the Retirement Plan were included in Mr.
L.V. Aronson's beneficial ownership, Mr. L.V. Aronson's beneficial
ownership would be 851,580 shares or 28.0% of the class. If the shares held
by the Retirement Plan were included in Mr. Ganz's beneficial ownership,
Mr. Ganz's beneficial ownership would be 188,902 shares, or 6.3% of the
class.
ELECTION OF DIRECTORS
Pursuant to the Company's Certificate of Incorporation and Bylaws, two (2)
directors are to be elected at this year's Meeting to fill Class I director
positions that will expire with the 2000 Annual Meeting of Stockholders. The
Nominating Committee of the Board has nominated Messrs. Saul H. Weisman and
Gerard J. Quinnan for election as Class I 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.
The Board of Directors recommends that stockholders vote FOR the two
nominated directors to fill the Class I 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 Director Past Five Years (with Company unless
Name of Director Age As Director Expires otherwise noted)
---------------- --- ----------- ------- ----------------------------------------------------
<S> <C> <C> <C> <C>
Louis V. Aronson II 74 1952 - 1999 President and Chief Executive Officer;
Present Chairman of Executive Committee;
Member of Nominating Committee.
Robert A. Aronson 47 1993 - 1998 Member of Audit Committee;
Present Managing Member of Independence Leather,
L.L.C., Mountainside, NJ, the principal
business of which is the import of leather
products, May 1996 to present; Senior Vice
President/Chief Financial Officer of
Dreher, Inc., Newark, NJ, the principal
business of which was the manufacture and
import of leather products, October 1987 to
May 1996; son of the President and Chief
Executive Officer of the Company.
<PAGE>
<CAPTION>
Positions and Offices with Company
Presently Held (other than that of
Term as Director); Business Experience During
Period Served Director Past Five Years (with Company unless
Name of Director Age As Director Expires otherwise noted)
---------------- --- ----------- ------- ----------------------------------------------------
<S> <C> <C> <C> <C>
Barton P. Ferris, Jr. 57 1989 - 1999 Managing Director-Corporate Finance, Commonwealth
Present Associates, New York, NY, the principal business
of which is investment banking and securities
brokerage, October 1995 to present; Managing
Director-Investment Banking, Lepercq, de Neuflize
& Co. Incorporated, New York, NY, the principal
business of which is investment banking and money
management, January 1990 to October 1995.
Erwin M. Ganz 67 1976 - 1998 Chairman of Audit Committee; Member of Executive
Present Committee and Nominating Committee; Consultant
for the Company, 1994-present; Executive
Vice President-Industrial Operations, 1975-1993;
Chief Financial Officer, 1987-1993.
Gerard J. Quinnan 68 June 1997 Consultant for the Company, 1990-present; Vice
1996 - President-General Manager of Ronson Consumer
Present Products Corporation, 1981-1990.
Justin P. Walder 61 1972 - 1998 Secretary; Assistant Corporation Counsel;
Present Member of Executive Committee and Nominating
Committee; Principal in Walder, Sondak & Brogan,
P.A., Attorneys at Law, Roseland, NJ.
Saul H. Weisman 71 1978 - 1997 Member of Executive Committee and Audit
Present 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.
<PAGE>
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 74 1953 - Present President and Chief Executive Officer; Chairman
of the Executive Committee; Director.
Daryl K. Holcomb 46 June 1996 - Present Vice President;
1993 - Present Chief Financial Officer;
1988 - Present Controller and Treasurer;
None.
Justin P. Walder 61 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, 1996, no director or officer of the
Company was indebted to the Company or its subsidiaries.
BOARD OF DIRECTORS
The Board of the Company held five (5) regular meetings during 1996. During
the year 1996, each of the incumbent directors, including those 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 three standing Committees: Audit, Executive 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 1996.
<PAGE>
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 ten (10) times during 1996.
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 1996. Nominations for the election of
directors may be made by stockholders entitled to vote in the election of
directors, provided the stockholders give timely Notice thereof in writing to
the Secretary of the Company. To be timely, such Notice must be delivered to, or
mailed by United States Postal Service certified first class, postage prepaid,
and received at the principal executive offices of the Company (1) with respect
to an election at the 1998 Annual Meeting of Stockholders (a) not later than May
28, 1998, ninety (90) days prior to the first anniversary of the 1997 Annual
Meeting, or (b) in the event the date of the Annual Meeting is more than sixty
(60) days before such anniversary date, not later than ten (10) days after the
earlier of the date on which public announcement of the date of such Meeting is
first made by the Company or the date the Company first mails Notice of such
Meeting to stockholders, and (2) with respect to an election to be held at a
Special Meeting of Stockholders, not later than ten (10) days after the earlier
of the date on which public announcement of such Meeting is first made by the
Company or the date the Company first mails to stockholders Notice of the
Special Meeting.
EXECUTIVE COMPENSATION
SUMMARY COMPENSATION TABLE
The Summary Compensation Table presents compensation information for the
years ended December 31, 1996, 1995 and 1994 for the Chief Executive Officer and
the other executive officer of the Company whose base salary and bonus exceeded
$100,000.
<TABLE>
<CAPTION>
SUMMARY COMPENSATION TABLE
Long-Term All
Compensa- Other
Annual Compensation tion Compen-
Salary Bonus Options/ sation
Name and Principal Position Year ($) ($) (1) SARS (#) ($) (2)
--------------------------- ---- --- --- --- -------- --- ---
<S> <C> <C> <C> <C> <C>
Louis V. Aronson II 1996 $432,154 $53,229 22,500 $10,024
President and Chief 1995 403,882 53,031 -- 9,264
Executive Officer 1994 377,460 78,830 -- 9,174
Daryl K. Holcomb 1996 111,687 15,969 10,000 2,500
Vice President and 1995 100,625 13,322 5,500 2,424
Chief Financial Officer, 1994 95,625 20,583 -- 2,040
Controller and Treasurer
- --------------------------
</TABLE>
<PAGE>
(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 1996, All Other Compensation included matching credits by the
Company under its Employees' Savings Plan (Mr. L.V. Aronson, $3,000 and Mr.
Holcomb, $2,500); and the cost of term life insurance included in split-dollar
life insurance policies (Mr. L.V. Aronson, $7,024).
<TABLE>
<CAPTION>
OPTION GRANTS IN LAST FISCAL YEAR
Individual Grants |
------------------------------------------------------------ | Potential Realizable
Number of | Value at Assumed
Securities Percent of | Annual Rates of
Underlying Total Options | Stock Price
Options Granted to Exercise | Appreciation for
Granted Employees in Price Expiration | Option Term (1)
Name (#) Fiscal Year (per sh) Date | 5% 10%
---- --- ----------- -------- ---- | -- ---
<S> <C> <C> <C> <C> <C> <C>
Louis V. Aronson II 22,500 26% $3.1625 June 26, 2001 | $11,403 $33,024
Daryl K. Holcomb 10,000 11% 2.8750 June 26, 2001 | 7,943 17,552
- -------------------------
</TABLE>
(1) Amounts for the named executives shown in these columns have been derived by
multiplying the exercise price by the annual appreciation rate shown (compounded
for the term of the options), multiplying the result by the number of shares
covered by the options, and subtracting the aggregate exercise price of the
options. The dollar amounts set forth under this heading are the result of
calculations at the 5% and 10% rates set by the Securities and Exchange
Commission ("SEC") and, therefore, are not intended to forecast possible future
appreciation, if any, of the stock price of the Company.
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, 1996. All options held
by the named executives were exercisable at December 31, 1996. "In-the-money"
options are those where the fair market value of the underlying securities
exceeds the exercise price of the options.
<PAGE>
<TABLE>
<CAPTION>
AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR AND
FISCAL YEAR-END OPTION VALUES
Number of Value of
Unexercised In-the-Money
Number of Options at Options at
Shares Acquired Value FY-End FY-End
Name on Exercise Realized (1) Exercisable (2) Exercisable (3)
---- ----------- ------------ --------------- ---------------
<S> <C> <C> <C> <C>
Louis V. Aronson II 20,000 $ -- 22,500 $ --
Daryl K. Holcomb 7,500 10,219 22,500 12,741
- --------------------
</TABLE>
(1) The value realized equals the market value of the Common Stock acquired on
the date of exercise minus the exercise price. The exercise price of the
options exercised by Mr. L.V. Aronson in 1996 exceeded the market price of
the shares, and, therefore, no value was realized.
(2) The options held by the named executive officers at December 31, 1996 are
exercisable at any time and expire at various times from March 11, 1998
through June 26, 2001.
(3) The value of the unexercised options was determined by comparing the
average of the bid and ask prices of the Company's Common Stock at December
31, 1996, to the option prices. Options to purchase 12,500 shares held by
Mr. Holcomb were in-the-money at December 31, 1996.
LONG-TERM INCENTIVE PLANS
None.
PENSION PLAN
No named executive is a participant in a pension plan of the Company.
COMPENSATION OF DIRECTORS
Directors who are not officers of the Company receive an annual fee of
$7,500 and, in addition, are compensated at the rate of $600 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 II is a party to an employment contract with the Company
dated December 21, 1978, which, as amended on July 24, 1980, July 1, 1982,
October 11, 1985, July 7, 1988, May 10, 1989, August 22, 1991, May 22, 1995 and
June 11, 1997, provides for a term expiring December 31, 2000. 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
<PAGE>
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 year ended December 31, 1996.
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, Ganz, who retired from the Company in 1993, and Quinnan,
who retired from Ronson Consumer Products in 1990. Mr. Ganz has a consulting
agreement with the Company for the period ending December 31, 1998 which is
cancellable at any time by either party with 60 days notice and which
compensated Mr. Ganz for his services in the amount of $57,500 in the year ended
December 31, 1996, and, effective February 1, 1997, provides compensation at the
annual rate of $77,500 for the years ending December 31, 1997 and 1998, plus
participation in the Company's health and life insurance plans and the use of an
automobile. Mr. Quinnan performs consulting services for the Company and Ronson
Consumer Products, and in 1996, Mr. Quinnan was compensated $14,000 for his
services, of which $8,000 was deferred, and was provided the use of an
automobile.
During the year ended December 31, 1996, the Company and Ronson Consumer
Products were provided printing services by Michael Graphics, Inc., a New Jersey
corporation, amounting to $88,190. A greater than 10% shareholder of Michael
Graphics, Inc. is the son-in-law of the Company's President, who also serves as
a director.
During the year ended December 31, 1996, Ronson Consumer Products, Ronson
Aviation and Prometcor (formerly Ronson Metals Corp.) retained the firm of
Walder, Sondak & Brogan, P.A., Attorneys at Law, to perform legal services
amounting to $103,880. Justin P. Walder, a principal in that firm, is a director
and officer of the Company.
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.
<PAGE>
REPORT ON EXECUTIVE COMPENSATION
As stated above, the Board, as a whole, provides overall guidance of 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 1987 and 1996 Incentive Stock Option Plans ("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 the employment
contract in effect for Mr. L.V. Aronson 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
1996 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 1996 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's
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 stockholders and encourages the executive officers and
other key employees to adopt a strong stockholder orientation in their work. In
1996, options were granted to the executive officers and to other key employees
of the Company.
The above report is presented by the Board of Directors:
Louis V. Aronson II Gerard J. Quinnan
Robert A. Aronson Justin P. Walder
Barton P. Ferris, Jr. Saul H. Weisman
Erwin M. Ganz
<PAGE>
PERFORMANCE GRAPH
The following line graph compares the yearly percentage change in the
cumulative total stockholder returns on the Company's Common Stock during the
five fiscal years ended December 31, 1996 with the cumulative total returns of
the NASDAQ Stock Market (U.S. Companies) Index and the Russell 2000 Index.
COMPARISON OF FIVE YEAR CUMULATIVE TOTAL RETURNS AMONG THE COMPANY,
NASDAQ STOCK MARKET INDEX AND RUSSELL 2000 INDEX
{GRAPHIC-GRAPH PLOTTED TO POINTS LISTED BELOW]
VALUE AS OF DECEMBER 31,
--------------------------------------------------------
1991 1992 1993 1994 1995 1996
---- ---- ---- ---- ---- ----
RONSON CORP 100.00 50.00 150.00 191.67 500.00 320.84
NASDAQ 100.00 116.38 133.59 130.59 184.67 227.16
RUSSELL 100.00 118.41 140.80 138.23 177.55 206.83
2000
*This graph assumes that $100 was invested in the Company's Common Stock on
December 31, 1991, 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 SEC 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. Based solely on the Company's review of forms filed with the Company,
the Company believes that no information is required to be reported under this
item.
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, 1997.
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.
<PAGE>
FINANCIAL STATEMENTS
For financial statements of the Company and its subsidiaries, stockholders
are requested to refer to the Company's Annual Report for 1996 sent to
stockholders in May 1997.
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 SEC, 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.
Proposals by stockholders intended to be presented at the 1998 Annual
Meeting of Stockholders must be received by the Company no later than March 30,
1998 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.
/s/Justin P. Walder
-------------------
Justin P. Walder
Secretary
Date: July 28, 1997
Upon the written request of any record holder or beneficial owner of Common
Stock entitled to vote at the Meeting, the Company will provide without charge a
copy of its Annual Report on Form 10-K as filed with the SEC for the year 1996.
<PAGE>
REVOCABLE PROXY
RONSON CORPORATION
Corporate Park III, Campus Dr., P.O. Box 6707
Somerset, New Jersey 08875
[ X ] PLEASE MARK VOTES AS IN THIS EXAMPLE
PROXY FOR ANNUAL MEETING OF STOCKHOLDERS
AUGUST 26, 1997
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 Daylight Time) on August 26, 1997 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
Nominees:
Class I (term expires at 2000 Annual Meeting of Stockholders):
Saul H. Weisman Gerard J. Quinnan
[ ] FOR [ ] WITHHOLD [ ] FOR ALL EXCEPT
INSTRUCTION: To withhold authority to vote for any individual nominee, mark
"Except" and write that nominee's name in the space provided below.
- --------------------------------------------------------------------------------
2. To ratify the appointment of DEMETRIUS & COMPANY, L.L.C., as independent
auditors for the year 1997.
[ ] FOR [ ] AGAINST [ ] ABSTAIN
THIS PROXY WILL, WHEN PROPERLY EXECUTED, BE VOTED IN THE MANNER DIRECTED BY
THE UNDERSIGNED STOCKHOLDER. IF NO DIRECTION IS MADE PROXY WILL BE VOTED (i) FOR
THE ELECTION OF EACH OF THE NOMINEES FOR DIRECTOR LISTED ON THIS PROXY; AND(ii)
FOR RATIFICATION OF THE APPOINTMENT OF DEMETRIUS & COMPANY, L.L.C., AS
INDEPENDENT AUDITORS FOR THE YEAR 1997.
<PAGE>
Please sign and date this proxy in the box below.
_________________________________________
Date
_________________________________________
Stockholder sign above
_________________________________________
Co-holder (if any) sign above
Detach above card, sign, date and mail in postage paid envelope
provided.
RONSON CORPORATION
Please sign your name (or names) exactly as it appears on your stock
certificate(s), indicating any official position or representative capacity.
When signing as an attorney, executor, administrator, trustee or guardian,
please give full title as such. If a corporation or partnership, please sign in
full corporate or partnership name by authorized officer.
PLEASE ACT PROMPTLY
SIGN, DATE & MAIL YOUR PROXY CARD TODAY
