SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
--------------
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. __)1
RONSON CORPORATION
- --------------------------------------------------------------------------------
(Name of issuer)
COMMON STOCK
- --------------------------------------------------------------------------------
(Title of class of securities)
776338 20 4
- --------------------------------------------------------------------------------
(CUSIP number)
STEVEN WOLOSKY, ESQ.
OLSHAN GRUNDMAN FROME & ROSENZWEIG LLP
505 Park Avenue
New York, New York 10022
(212) 753-7200
- --------------------------------------------------------------------------------
(Name, address and telephone number of person
authorized to receive notices and communications)
March 3, 1998
- --------------------------------------------------------------------------------
(Date of event which requires filing of this statement)
If the filing person has previously filed a statement on Schedule 13G
to report the acquisition which is the subject of this Schedule 13D, and is
filing this schedule because of Rule 13d-1(b)(3) or (4), check the following box
/ /.
Note. six copies of this statement, including all exhibits, should be
filed with the Commission. See Rule 13d-1(a) for other parties to whom copies
are to be sent.
(Continued on following pages)
(Page 1 of 11 Pages)
- --------
1 The remainder of this cover page shall be filled out for a reporting
person's initial filing on this form with respect to the subject class of
securities, and for any subsequent amendment containing information which would
alter disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not
be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange
Act of 1934 or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
<PAGE>
- -------------------------- ----------------------------------
CUSIP No. 776338 20 4 13D Page 2 of 11 Pages
- -------------------------- ----------------------------------
================================================================================
1 NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
STEEL PARTNERS II, L.P.
- --------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) / /
(b) / /
- --------------------------------------------------------------------------------
3 SEC USE ONLY
- --------------------------------------------------------------------------------
4 SOURCE OF FUNDS
WC
- --------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEM 2(d) OR 2(e) / /
- --------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OR ORGANIZATION
DELAWARE
- --------------------------------------------------------------------------------
NUMBER OF 7 SOLE VOTING POWER
SHARES
BENEFICIALLY 189,699
OWNED BY
EACH
REPORTING
PERSON WITH
----------------------------------------------------------------
8 SHARED VOTING POWER
-0-
----------------------------------------------------------------
9 SOLE DISPOSITIVE POWER
189,699
----------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
-0-
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
189,699
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES / /
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
6.0%*
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON
PN
================================================================================
<PAGE>
- -------------------------- ----------------------------------
CUSIP No. 776338 20 4 13D Page 3 of 11 Pages
- -------------------------- ----------------------------------
================================================================================
1 NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
WARREN LICHTENSTEIN
- --------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) / /
(b) / /
- --------------------------------------------------------------------------------
3 SEC USE ONLY
- --------------------------------------------------------------------------------
4 SOURCE OF FUNDS
00
- --------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEM 2(d) OR 2(e) / /
- --------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OR ORGANIZATION
USA
- --------------------------------------------------------------------------------
NUMBER OF 7 SOLE VOTING POWER
SHARES
BENEFICIALLY 189,699
OWNED BY
EACH
REPORTING
PERSON WITH
----------------------------------------------------------------
8 SHARED VOTING POWER
- 0 -
----------------------------------------------------------------
9 SOLE DISPOSITIVE POWER
189,699
----------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
- 0 -
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
189,699
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES / /
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
6.0%*
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON
IN
================================================================================
<PAGE>
- -------------------------- ----------------------------------
CUSIP No. 776338 20 4 13D Page 4 of 11 Pages
- -------------------------- ----------------------------------
The following constitutes the Schedule 13D filed by the undersigned
(the "Schedule 13D").
Item 1. Security and Issuer.
This Statement relates to the Common Stock, $1.00 par value
per share (the "Shares"), of Ronson Corporation (the "Issuer"). The principal
executive offices of the Issuer are located at Corporation Park III, Campus
Drive, P.O. Box 6707, Somerset, New Jersey 08875-6707.
Item 2. Identity and Background.
(a) This Statement is filed by Steel Partners II, L.P., a
Delaware limited partnership ("Steel Partners II") and Warren G.
Lichtenstein.
Steel Partners, L.L.C., a Delaware limited liability company
("Partners LLC"), is the general partner of Steel Partners II. The sole
executive officer and managing member of Partners LLC is Warren Lichtenstein,
who is Chairman of the Board, Chief Executive Officer and Secretary.
Each of the foregoing are referred to as a "Reporting Person"
and collectively as the "Reporting Persons". By virtue of his position with
Steel Partners II, Mr. Lichtenstein has the sole power to vote and dispose of
the Issuer's Common Stock owned by Steel Partners II. Accordingly, the Reporting
Persons are hereby filing a joint Schedule 13D.
(b) The principal business address of each Reporting
Person is 750 Lexington Avenue, 27th Floor, New York, New York
10022.
(c) The principal business of Steel Partners II is investing
in the securities of microcap companies. The principal occupation of Mr.
Lichtenstein is investing in the securities of microcap companies.
(d) No Reporting Person has, during the last five years, been
convicted in a criminal proceeding (excluding traffic violations or similar
misdemeanors).
(e) No Reporting Person has, during the last five years, been
party to a civil proceeding of a judicial or administrative body of competent
jurisdiction and as a result of such proceeding was or is subject to a judgment,
decree or final order enjoining future violations of, or prohibiting or
mandating activities subject to, federal or state securities laws or finding any
violation with respect to such laws.
<PAGE>
- -------------------------- ----------------------------------
CUSIP No. 776338 20 4 13D Page 5 of 11 Pages
- -------------------------- ----------------------------------
(f) Mr. Lichtenstein is a citizen of the United States of
America.
Item 3. Source and Amount of Funds or Other Consideration.
The aggregate purchase price of the 189,699 Shares of Common
Stock owned by Steel Partners II is $497,869. The Shares of Common Stock owned
by Steel Partners II were acquired with partnership funds.
Item 4. Purpose of Transaction.
The Reporting Persons purchased the Shares of the Issuer based
on the Reporting Persons' belief that the Shares at current market prices are
undervalued and represent an attractive investment opportunity. Depending upon
overall market conditions, other investment opportunities available to the
Reporting Persons, and the availability of Shares at prices that would make the
purchase of additional Shares desirable, the Reporting Persons may endeavor to
increase their position in the Issuer through, among other things, the purchase
of Shares on the open market or in private transactions, on such terms and at
such times as the Reporting Persons may deem advisable.
The Reporting Persons may utilize its rights as holders of the
Common Stock reported herein for the purpose of influencing policies of the
Issuer. The Reporting Persons believe that certain changes will need to be made
in order for the Issuer to increase shareholder value.
The Reporting Persons plan to submit the following proposal
and supporting statement (the "Proposal") to the Issuer for inclusion by the
Issuer in its Proxy Statement for the 1998 Annual Meeting of Shareholders, which
is expected to be held in August, 1998:
"Resolved, that the shareholders of Ronson Corporation
("Ronson"), recommend that the board of directors of Ronson immediately
take the necessary steps to implement a plan to assess the market value
of each of the Company's operating divisions and to effect their sale,
merger or liquidation as a means to increase shareholder value. The
plan should be undertaken as promptly as possible."
Supporting Statement
"In recent years, I believe Ronson has underperformed both
industry and broader market averages. In part, I believe, this reflects
the absence of a clearly focused strategic direction for Ronson. I find
it highly unlikely that Ronson Corporation is realizing any advantage
by operating in two totally unrelated divisions, namely consumer
products and aviation services
<PAGE>
- -------------------------- ----------------------------------
CUSIP No. 776338 20 4 13D Page 6 of 11 Pages
- -------------------------- ----------------------------------
which have shown little to no growth, supporting over $1.2 million of
corporate overhead, which is greater than the net income of the entire
Company.
"The value that may be achieved for shareholders through the
sale, merger or liquidation of the Company's assets, I believe, is
significantly greater than the market price of the common stock. In the
case of a sale of assets, Ronson could utilize its sizable net
operating loss carryforwards to shelter any capital gains incurred in a
sale of one or both of the subsidiaries of Ronson.
"I believe the Company's stock market record over the past two
years is a strong indictment of current management's performance. If
this management cannot maximize the stockholders' equity investments,
it should either sell, merge or liquidate the corporation in order to
maximize the value of the Company.
"I believe the owners of Ronson Corporation should support
this resolution and recommend that the board of directors take the
necessary steps to assess the market value of each of the Company's
operating divisions and the consequence of their sale, merger or
liquidation as a means to increase shareholder value.
"I urge a vote for this proposal."
In the future, the Reporting Persons reserve the right to (i)
submit the Proposal in its present form or such modified form as it deems
appropriate, or, such further proposals as the Reporting Persons deem advisable
to be included in the Proxy Statement for the 1988 Annual Meeting of
Shareholders of the Issuer; or (ii) take such other actions as deemed necessary
by the Reporting Persons to increase shareholder value.
The Reporting Persons may also decide in the future, should
the Issuer's Shares continue to be undervalued, to propose a transaction with
the Issuer whereby the Reporting Persons would seek to acquire control of the
Issuer in a negotiated transaction or otherwise. Should the Issuer's Shares
continue to be undervalued, the Reporting Persons also may seek in the future to
have one or more of its representatives appointed to the Board of Directors of
the Issuer, by agreement with the Issuer or otherwise, including by running its
own slate of nominees at an annual or special meeting of the Issuer.
No Reporting Person has any present plan or proposal which
would relate to or result in any of the matters set forth in subparagraphs (a) -
(j) of Item 4 of Schedule 13D except as set forth herein or such as would occur
upon completion of any of the actions discussed above. Steel Partners II intends
to review its investment in the Issuer on a continuing basis and, depending on
various factors including, without limitation, the Issuer's
<PAGE>
- -------------------------- ----------------------------------
CUSIP No. 776338 20 4 13D Page 7 of 11 Pages
- -------------------------- ----------------------------------
financial position and investment strategy, the price levels of the Common
Stock, conditions in the securities markets and general economic and industry
conditions, may in the future take such actions with respect to its investment
in the Issuer as it deems appropriate including, without limitation, purchasing
additional Shares of Common Stock or selling some or all of its Shares or to
change its intention with respect to any and all matters referred to in Item 4.
Item 5. Interest in Securities of the Issuer.
As reported in its Quarterly Report on Form 10-Q for the
quarter ended September 30, 1997, the Issuer had 3,162,025 Shares of Common
Stock outstanding on October 5, 1997. Steel Partners II beneficially owns an
aggregate of 189,699 Shares, representing 6.0% of the Shares outstanding, all of
such Shares were acquired in open-market transactions. Steel Partners II and
Warren Lichtenstein have sole voting and dispositive power with respect to the
Shares beneficially owned by it or him.
Schedule A annexed hereto lists all transactions in the Shares
by Steel Partners II within the past 60 days.
As of the close of business on March 3, 1998, Steel Partners
II beneficially owns 189,699 Shares of Common Stock, constituting approximately
6.0% of the Shares outstanding. Mr. Lichtenstein has sole voting and dispositive
power with respect to all of the Shares of Common Stock owned by Steel Partners
II by virtue of his authority to vote and dispose of such Shares. Accordingly,
Mr. Lichtenstein beneficially owns 189,699 Shares of Common Stock, representing
approximately 6.0% of the Shares outstanding. All of such Shares of Common Stock
were acquired in open-market transactions.
(b) By virtue of his positions with Steel Partners II, Mr.
Lichtenstein has the sole power to vote and dispose of the Shares reported in
this Schedule 13D.
(c) Schedule A annexed hereto lists all transactions in the
Issuer's Common Stock in the last sixty days by the Reporting Persons.
(d) No person other than the Reporting Persons is known to
have the right to receive, or the power to direct the receipt of dividends from,
or proceeds from the sale of, such Shares of the Common Stock.
(e) Not applicable.
Item 6. Contracts, Agreements, Understandings or Relationships
with Respect to Securities of the Issuer.
Other than as described herein, there are no contracts,
arrangements or understandings among the Reporting Persons, or
<PAGE>
- -------------------------- ----------------------------------
CUSIP No. 776338 20 4 13D Page 8 of 11 Pages
- -------------------------- ----------------------------------
between the Reporting Persons and any other Person, with respect to the
securities of the Issuer.
Item 7. Material to be Filed as Exhibits.
1. Joint Filing Agreement
<PAGE>
- -------------------------- ----------------------------------
CUSIP No. 776338 20 4 13D Page 9 of 11 Pages
- -------------------------- ----------------------------------
SIGNATURES
After reasonable inquiry and to the best of his knowledge and
belief, each of the undersigned certifies that the information set forth in this
statement is true, complete and correct.
Dated: March 10, 1998 STEEL PARTNERS II, L.P.
By: Steel Partners, L.L.C.
General Partner
By: /s/Warren G. Lichtenstein
-----------------------------
Warren G. Lichtenstein
Chief Executive Officer
/s/Warren G. Lichtenstein
-----------------------------
WARREN G. LICHTENSTEIN
<PAGE>
- -------------------------- ----------------------------------
CUSIP No. 776338 20 4 13D Page 10 of 11 Pages
- -------------------------- ----------------------------------
SCHEDULE A
Transactions in the Shares Within the Past 60 Days
Shares of Common Price Per Date of
Stock Purchased Share Purchase
--------------- ----- --------
STEEL PARTNERS II, L.P.
7,299 3.01325 2/4/98
36,600 3.06548 3/3/98
WARREN LICHTENSTEIN
None.
<PAGE>
- -------------------------- ----------------------------------
CUSIP No. 776338 20 4 13D Page 11 of 11 Pages
- -------------------------- ----------------------------------
EXHIBIT INDEX
Exhibit Page
- ------- ----
Joint Filing Agreement 12
<PAGE>
JOINT FILING AGREEMENT
In accordance with Rule 13d-1(f)(1)(iii) under the Securities
Exchange Act of 1934, as amended, the persons named below agree to the joint
filing on behalf of each of them of a Statement on Schedule 13D dated March 11,
1998 (including amendments thereto) with respect to the Common Stock of Ronson
Corporation. This Joint Filing Agreement shall be filed as an Exhibit to such
Statement.
Dated: March 10, 1998 STEEL PARTNERS II, L.P.
By: Steel Partners, L.L.C.
General Partner
By: /s/Warren G. Lichtenstein
-----------------------------
Warren G. Lichtenstein
Chief Executive Officer
/s/Warren G. Lichtenstein
-----------------------------
WARREN G. LICHTENSTEIN
