SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
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SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 6)(1)
RONSON CORPORATION
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(Name of issuer)
COMMON STOCK
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(Title of class of securities)
776338 20 4
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(CUSIP number)
STEVEN WOLOSKY, ESQ.
OLSHAN GRUNDMAN FROME & ROSENZWEIG LLP
505 Park Avenue
New York, New York 10022
(212) 753-7200
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(Name, address and telephone number of person
authorized to receive notices and communications)
December 22, 1998
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(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 9 Pages)
Exhibit Index on Page6
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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>
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CUSIP No. 776338 20 4 13D Page 2 of 9 Pages
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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 316,199
OWNED BY
EACH
REPORTING
PERSON WITH
8 SHARED VOTING POWER
-0-
9 SOLE DISPOSITIVE POWER
316,199
10 SHARED DISPOSITIVE POWER
-0-
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
316,199
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES / /
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
9.9%
14 TYPE OF REPORTING PERSON
PN
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CUSIP No. 776338 20 4 13D Page 3 of 9 Pages
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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 316,199
OWNED BY
EACH
REPORTING
PERSON WITH
8 SHARED VOTING POWER
- 0 -
9 SOLE DISPOSITIVE POWER
316,199
10 SHARED DISPOSITIVE POWER
- 0 -
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
316,199
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES / /
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
9.9%
14 TYPE OF REPORTING PERSON
IN
<PAGE>
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CUSIP No. 776338 20 4 13D Page 4 of 9 Pages
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The following constitutes Amendment No. 6 to the Schedule 13D filed by
the undersigned (the "Schedule 13D"). Except as specifically amended by this
Amendment No. 6, the Schedule 13D remains in full force and effect.
Item 4 is hereby amended to add the following
Item 4. Purpose of Transaction.
On December 22, 1998, the Reporting Persons sent a letter (the
"December Letter") to Louis V. Aronson, II, the Issuer's Chief Executive Officer
and President, in response to the Issuer's recent press release concerning the
Reporting Persons. The December Letter is filed as Exhibit 4 to this Amendment
No. 6 to Schedule 13D and incorporated herein by reference.
Item 7 is amended to read as follows:
Item 7. Material to be Filed as Exhibits.
1. Joint Filing Agreement
2. Letter dated August 14, 1998 from Steel Partners II, L.P. to
the Chief Executive Officer and Board of Directors of the
Issuer
3. Letter dated December 15, 1998 from Steel Partners II, L.P. to
the Chief Executive Officer and Board of Directors of the
Issuer
4. Letter dated December 22, 1998 from Steel Partners II, L.P. to
Louis V. Aronson, II, the Chief Executive Officer and
President of the Issuer
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CUSIP No. 776338 20 4 13D Page 5 of 9 Pages
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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: December 23, 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
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CUSIP No. 776338 20 4 13D Page 6 of 9 Pages
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Exhibit Index
Page
1. Joint Filing Agreement (previously filed) -
2. Letter dated August 14, 1998 from Steel -
Partners, to the Chief Executive Officer and
Board of Directors of the Issuer (previously
filed) -
3.Letter dated December 15, 1998 from Steel
Partners II, L.P. to the Chief Executive
Officer and Board of Directors of the Issuer
(previously filed)
4. Letter dated December 23, 1998 from Steel 7
Partners II, L.P. to Louis V. Aronson, II, the
Chief Executive Officer and President of the
Issuer
<PAGE>
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CUSIP No. 776338 20 4 13D Page 7 of 9 Pages
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STEEL PARTNERS II, L.P.
150 EAST 52nd ST.
21st FLOOR
NEW YORK, N.Y. 10022
December 22, 1998
Louis V. Aronson, II
Chief Executive Officer and President
Ronson Corporation
Corporate Park III, Campus Drive
P.O. Box 6707
Somerset, NJ 08875
Dear Mr. Aronson:
We do not understand your actions, your style, or your perspective. Your claim
that "'corporate raiders' are neither altruistic nor deeply concerned with the
shareowners of their targeted companies" is misdirected. Steel Partners offered
all shareholders of Ronson Corporation $5.00 per share in cash, a price that
represents an amount greater than the single highest trading price of Ronson
Corporation during the 1990's.
We call that an opportunity for shareholders of an illiquid underperforming
public company to cash out of a dismally performing investment at a significant
premium to both historical and present prices. Ronson has been languishing
around $3.00 per share for a better part of the past three years; $5.00 per
share represents a 67% premium.
MR. ARONSON, YOU ARE THE CORPORATE RAIDER WHO IS LOOTING RONSON OF ITS ASSETS
AND HURTING THE COMPANY'S POWERLESS MINORITY SHAREHOLDERS IN THE PROCESS WHILE A
PASSIVE 'RUBBER STAMP' BOARD CONTINUES TO SUPPORT YOUR POORLY CONCEIVED
DECISIONS WITHOUT PROPER OVERSIGHT.
Since 1995, Ronson's Consumer Products revenues have stagnated near $15 million
per year and Aviation revenues have declined 34% while earnings at both
divisions have languished at depressed levels during this time period. Given
this scenario, a competent CEO, whose interest is in creating value for all
shareholders would restructure the Company to get on a sound and more profitable
path. This plan would include cost cutting measures, a new marketing plan to
revive stagnant sales, a review of sku's and profitability, and a review of
business lines to determine the best returns for the corporation's assets.
Dissemination of this plan to shareholders would allow all shareholders to track
the progress or failure of the program and then make an informed decision about
their investment prospects.
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CUSIP No. 776338 20 4 13D Page 8 of 9 Pages
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Ronson shareholders, on the other hand, are forced to sit on the sidelines and
watch you continue to give yourself an exorbitant compensation package of more
than $500,000 per year and indeed give yourself a $30,000 raise in 1997 despite
losing more than $800,000 in 1996. This number represents an amount greater than
65% of Ronson's 1997 Net Earnings and an incalculable percent of Ronson's 1996
Net Earnings because the Company reported a loss of $855,000 while you took home
greater than $500,000 in compensation.
Steel Partners has cause for great concern about the way that Louis Aronson
deals with critics of what he thinks is his own private fiefdom.
Recently, specific details as to why an outside director left the board mid-term
and sold his shares to you personally were not revealed. Another large and
disgruntled shareholder received a sweetheart consulting agreement with the
Company and an option to sell his shares to you in return for his vote on his
stock. Disclosures were not made as to the nature and cost of the consulting
agreement nor was the option price on the Ronson shares disclosed.
To further entrench yourself, you wasted Company money to put in place a
draconian Poison Pill that precludes any shareholder, other than yourself, from
buying stock in Ronson. This move effectively lowered the value of Ronson even
further.
Additionally, in an effort to further insulate Louis Aronson from oversight so
that Louis Aronson may go about raiding the assets of Ronson, you surround
yourself with a 'rubber stamp board' that, in many cases, receive fees for less
than arms length transactions with the Company. These transactions include the
following: Justin Walder, a director and officer of Ronson, and a principal in
the firm, Walder, Sondak & Brogan, P.A., received payment of $103,880 in return
for legal services performed in 1996 and an undisclosed amount in 1997. A
company in which Louis Aronson's son-in-law is a greater than 10% shareholder,
Michael Graphics, Inc., received $70,094 for printing services provided for
Ronson. Additionally, two former employees, Gerard Quinnan, former VP-General
Manager of Consumer Products received $35,688 for consulting services and free
use of an automobile and Erwin Ganz receives $77,000 per year for consulting
services plus health and life insurance and use of an automobile.
LOUIS ARONSON IS A CORPORATE RAIDER WHO TAKES MONEY OUT THE COMPANY FOR HIS OWN
PERSONAL GAIN WITHOUT ANY CONCERN FOR THE REST OF THE SHAREHOLDERS.
We believe the Board needs to do more for all shareholders and to fulfill its
fiduciary obligation to all shareholders, not just to you. The Board has
passively approved your inflated compensation structure and inability to manage
Ronson while ignoring your awful decision to stay in a declining Aviation
business instead of focusing growth on the Consumer Products business. In
addition, the Board has given rubber stamp approval of a poison pill which
precludes anybody but Louis Aronson from owning greater than 12% of Ronson and
has consented to give out a consulting agreement to a dissenting shareholder to
win his vote. The Board should be held accountable for such poor decisions.
<PAGE>
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CUSIP No. 776338 20 4 13D Page 9 of 9 Pages
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Steel Partners questions Mr. Aronson's ability to turn Ronson Corporation
around.
Your strategy of entrenching yourself and your cronies at Ronson has resulted in
a 40% decline in shareholder value over the past three years. Meanwhile, you
share minimal information with shareholders and hide behind an old environmental
issue at a former subsidiary as the primary reason for poor company performance
and a depressed share price. A review of your statements in past years Annual
Reports to Ronson Shareholders regarding estimated timing and cost of the
environmental cleanup gives Steel Partners little comfort. You have been
consistently wrong and have shown us that you have poor judgement in your
estimation of the true cost and time to complete the cleanup.
STEEL PARTNERS WOULD LIKE TO SEE THE BOARD REPLACE MR. ARONSON SO THAT RONSON
CAN REGAIN THE LUSTER OF YEARS PAST.
Mr. Aronson's departure from the Company would allow the Company to save
significant overhead and sell off an underperforming asset so that Ronson can
refocus its efforts on growing the Consumer Products business. With the shackles
of the oppressive leadership of Louis Aronson removed, Ronson could once again
become a valuable asset.
Sincerely,
Warren G. Lichtenstein
Managing Partner
cc: Board of Directors
- Robert A. Aronson
- Erwin M. Ganz
- Gerard J. Quinnan
- Justin P. Walder
- Saul H. Weisman
- Albert G. Besser
