SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
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SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 5)(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 15, 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 12 Pages)
Exhibit Index on Page 8
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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 12 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
<PAGE>
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CUSIP No. 776338 20 4 13D Page 3 of 12 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 12 Pages
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The following constitutes Amendment No. 5 to the Schedule 13D filed by
the undersigned (the "Schedule 13D"). Except as specifically amended by this
Amendment No. 5, the Schedule 13D remains in full force and effect.
Item 3 is amended in its entirety to read as follows:
Item 3. Source and Amount of Funds or Other Consideration.
The aggregate purchase price of the 316,199 Shares of Common
Stock owned by Steel Partners II is $978,417. The Shares of Common Stock owned
by Steel Partners II were acquired with partnership funds.
Item 4 is hereby amended to add the following
Item 4. Purpose of Transaction.
On December 15, 1998, the Reporting Persons sent a letter (the
"Response Letter") to the Issuer's Chief Executive Officer and Board of
Directors, in response to the Issuer's recent attacks on the Reporting Persons
at the annual meeting of shareholders and in publicly filed documents. In the
Response Letter, the Reporting Persons, among other things, reiterate the
Issuer's poor operating performance and lagging stock price, stating, among
other concerns, the Reporting Persons' strong belief that the Issuer must take
steps to create a more independent Board and pursue certain strategic business
initiatives. The Reporting Persons summarize the substantial barriers which the
Issuer has erected to prevent any change in control, and serve to enhance the
position of Chief Executive Officer Louis V. Aronson by effectively giving him
the power to block any deal or action which may be beneficial to shareholders.
In addition, the Reporting Persons set forth their dismay over the fact that the
stock price has gone from a high of $5.00 per share in September 1995 to its
current $3.00 level, representing a negative return of 40% to shareholders of
the Issuer, while during the same period the NASDAQ composite returned 71%, the
Russell 2000 Index returned 47% and the S&P 500 returned 88%.
The Response Letter sets forth specific proposals to the
Ronson Board, which include the creation of a more Independent Board, the
elimination of related party transactions, the reduction of wasteful corporate
overhead and the sale of the Aviation Division in order to focus on the Consumer
Products Sector. Additionally, the Reporting Persons have recommended the sale
of the Company to the Reporting Persons for the previously offered price of
$5.00 a share, or to another buyer at a higher price. The Reporting Persons also
professed their unhappiness over the recent purchase by Mr. Aronson personally
of 54,136 shares of Issuer stock at a price of $3.84 from Mr. Barton Ferris, a
clear breach of Mr. Aronson's fiduciary duty to the Issuer.
Finally, in the Response Letter the Reporting Persons sought to dispel
certain misleading comments made about the Reporting Persons' investment history
by the Ronson Board, and to reiterate its commitment to enhance the shareholder
value of the Issuer.
<PAGE>
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CUSIP No. 776338 20 4 13D Page 5 of 12 Pages
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The description of the Response Letter does not purport to be
complete, and is qualified in its entirety by reference to the Response Letter,
which is filed as Exhibit 3 to this Amendment No. 5 to Schedule 13D.
Depending upon such factors as the Reporting Persons consider
relevant from time to time, the Reporting Persons will seek further contact with
the Issuer, the Issuer's representatives and other persons interested in the
Issuer, for the purpose of discussing the Response Letter. Depending upon the
Issuer's response to the Response Letter, if any, the results of further contact
with the Issuer, if any, market considerations and other factors as the
Reporting Persons consider relevant from time to time, the Reporting Persons may
consider additional courses of action with respect to the Issuer, including
acquiring additional Shares or other securities of the Issuer in the open
market, in privately negotiated transactions or through a tender offer or
otherwise, on such terms and at such times as the Reporting Persons may deem
advisable or proposing that the Issuer retain an investment banker to solicit
offers for a transaction whereby all or a portion of the Issuer be sold. In
connection therewith, the Reporting Persons may seek to participate in such
transaction or seek to acquire control of the Issuer in a negotiated transaction
or otherwise. Should the Reporting Persons believe that 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. The
Reporting Persons may in the future propose other matters for consideration and
approval by the Issuer's stockholders or the Board of Directors, through a
solicitation of proxies, consent solicitation or otherwise, but has not
identified such matters at this date. The Reporting Persons may also sell all or
a portion of their holdings. Although the foregoing activities represent the
range of activities within the current contemplation of the Reporting Person, it
should be noted that the activities within such contemplated range are subject
to change at any time.
Items 5(a) and 5(c) are amended to read as follows:
Item 5. Interest in Securities of the Issuer.
As reported in its Quarterly Report on Form 10-Q for the
period ended September 30, 1998, the Issuer had 3,197,175 Shares of Common Stock
outstanding on September 30, 1998. Steel Partners II beneficially owns an
aggregate of 316,199 Shares, representing approximately 9.9% of the Shares
outstanding. All of such Shares of Common Stock 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.
(a) As of the close of business on December 2, 1998, Steel
Partners II beneficially owns 316,199 Shares of Common Stock, constituting
approximately 9.9% 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 316,199 Shares of Common Stock,
representing approximately 9.9% of the Shares outstanding. All of such Shares of
Common Stock were acquired in open-market transactions.
<PAGE>
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CUSIP No. 776338 20 4 13D Page 6 of 12 Pages
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(c) The following is a list of all transactions in the Issuer's Common
Stock in the last 60 days by the Reporting Persons.
Shares of Common Price Per Date of
Stock Purchased Share Purchase
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2,900 3.57810 10/19/98
2,400 3.78000 10/27/98
4,000 3.62375 10/30/98
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
<PAGE>
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CUSIP No. 776338 20 4 13D Page 7 of 12 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 15, 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>
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CUSIP No. 776338 20 4 13D Page 8 of 12 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 10
Partners II, L.P. to the Chief Executive
Officer and Board of Directors of the Issuer
<PAGE>
STEEL PARTNERS II, L.P.
150 EAST 52nd ST.
21st FLOOR
NEW YORK, N.Y. 10022
Tuesday, December 15, 1998
Louis V. Aronson II and
Board of Directors
Ronson Corporation
Corporate Park III, Campus Drive
P.O. Box 6707
Somerset, NJ 08875-6707
Re: MAXIMIZING SHAREHOLDER VALUE AT RONSON CORPORATION
Dear Sirs:
Steel Partners has consistently invested in underperforming companies,
such as Ronson, and worked to enhance shareholder value. Our sole interest in
Ronson is the maximization of shareholder value. We feel that the Board of
Directors of Ronson and Louis Aronson continue to waste the corporate assets of
Ronson and have selectively published information in order to mislead the Ronson
shareholders. We can only surmise that the Ronson Board feels that Steel
Partners is a threat to its entrenched leadership and has disseminated
information in an effort to further insulate itself from criticism by other
shareholders over the Company's poor operating performance, and management's
failure to focus on and expand its core business while the Company's stock price
continues to lag the overall market.
It is inconceivable that the Ronson Board, and in particular Louis V.
Aronson, should feel so threatened when it has already installed substantial
barriers and defenses which would prevent any change in control. These barriers
serve to enhance the untenable position of Mr. Aronson by effectively giving him
the power to block any deal or action which he perceives as a threat to his hold
on the Company.
Numerous provisions of the Company's Certificate of Incorporation and
Bylaws make it almost impossible for the shareholders of Ronson to hold
management accountable, including (i) a staggered board, which deters attempts
to make changes to the current Board, (ii) stringent guidelines for the removal
of directors, such that a director may only be removed for cause and only by the
vote of 80% of the outstanding shares, (iii) a prohibition on shareholder action
without a meeting except by unanimous written consent, (iv) a vote of 90% of the
outstanding shares required for the approval of certain transactions with
holders of 10% or more of the outstanding shares and (v) the authority to issue
blank-check preferred stock, which could be used to dilute shares and the voting
power of shareholders. Provisions (ii), (iii) and (iv) above, in
<PAGE>
and of themselves, give Mr. Aronson veto power even if all the other
shareholders of Ronson desire to take any opposing action.
Thus, Ronson shareholders are forced to idly sit and watch as our
investment deteriorates. Our stock price has gone from a high of $5.00 per share
in September 1995 to its current $3.00 level. This represents a negative return
of 40% to shareholders of Ronson, while during the same period the NASDAQ
composite returned 71%, the Russell 2000 Index returned 47% and the S&P 500
returned 88%. This is a more accurate portrayal of the change in Ronson's stock
price than the almost 600% return that is calculated by arbitrarily choosing
December 31, 1992 as the measuring date, a time when we believe Ronson's stock
was delisted as a result of poor stock performance.
It is not surprising that the Board, in its efforts to cast Steel in a
negative light, would choose to present shareholder return numbers for companies
for which Steel was involved in terms of the highest trade price over the last
five years, while at the same time dismissing its own highest trade price as a
"blip". In fact, it has become obvious that the Ronson Board is at least
proficient in one area, the readiness to manipulate numbers for its own benefit.
Meanwhile, the Company's stock price continues to drop, even in the face of the
Company's purported "successful operational programs and sound financial
management".
In a letter to the Board of Ronson dated August 14, 1998, Steel
Partners offered to purchase all of the shares of Ronson owned by Mr. Aronson
for $5.00 per share in cash and, if this offer was accepted, further agreed to
extend the same offer to all shareholders of Ronson. If Mr. Aronson was
interested in maximizing shareholder value, an offer to purchase shares at a 40%
premium to market, and at a level above which the stock has ever attained, would
have been at least considered. Instead, Mr. Aronson chose to dismiss the offer
without discussion to pursue his main goal, which ostensibly is to continue to
personally profit at the expense of Ronson shareholders.
STEEL PARTNER'S SOLE INTEREST IN RONSON IS THE MAXIMIZATION
OF SHAREHOLDER VALUE.
We are reiterating the steps by which it believes such maximization may
be achieved including the creation of a more Independent Board, the elimination
of related party transactions, the reduction of wasteful corporate overhead and
the sale of the Aviation Division in order to focus on the Consumer Products
Sector. Additionally, we have recommended the sale of the Company to Steel
Partners for $5.00 a share, or to another buyer at a higher price.
Presently, only 2 of 7 directors might be considered independent, and
the existing board committees do not contain a majority of independent
directors. Steel Partners takes little comfort in Mr. Aronson's self-serving
assurance that "all of the Directors contribute and exercise their independent
judgment". In addition, there remain numerous related party transactions,
including the provision of printing services, which amounted to $70,094 for the
year ended December 31, 1997, from a Company in which Mr. Aronson's son-in-law
owns a 10% stake, and the provision
<PAGE>
of an undisclosed amount of legal services from a firm for which Justin Walder,
a director and officer of Ronson, is a principal.
Instead of rectifying these obvious flaws, the Company continues to
baffle its shareholders with inexplicable transactions such as the expansion of
its Aviation Division, while the Company continues to blame EPA issues as the
primary reason for the Company's poor performance. At the annual meeting, Mr.
Aronson highlighted his view of the purchase of the Citation II jet (which he
probably also utilizes for his own personal use) through a comparison of its
gross revenues to the cash portion of the purchase price as the measure of
potential return, clearly a misleading and unconventional method for calculating
return on investment.
Steel Partners believes that the recent purchase of 54,136 shares of
Ronson stock at a price of $3.84 from Mr. Ferris may have been inappropriate. At
the annual meeting, Mr. Aronson stated that he purchased the shares. One is led
to wonder whether Mr. Aronson is attempting to attain personal benefits for
himself at the expense of Ronson shareholders. It would seem that if Steel
Partners offer to pay $5.00 per share was an inadequate price for Ronson, it
should have been the Company, and not Mr. Aronson, who repurchased the stock.
This is a clear breach of fiduciary duty. Finally, with respect to the option
granted to the Company to buy the stock held by Mr. Dinger, the unusual
circumstances and lack of information available about the transaction leads
Steel to wonder whether or not this is another transaction through which the
Company is attempting to buy the silence of large, disgruntled shareholders.
Through these and similar actions, the Ronson Board and Mr. Aronson continue to
prove that their allegiances do not lie with all the Ronson shareholders, but
with themselves.
Steel Partners has been able to positively impact many of the companies
for which it has requested or taken similar actions. For example, Steel
Partners' actions with regard to Medical Imaging Centers ("MICA") ultimately led
to the sale of MICA for $11.75 per share, as contrasted with the price of $8.25
per share, the closing price on the day prior to the initiation of Steel's proxy
solicitation and $3.54 on the date Steel first purchased a stake in MICA.
Furthermore, Steel's actions with regard to AutoInfo have been subsequently
justified by the fact that the stock price of AutoInfo has fallen to almost
nothing ($.02 per share) since the time Steel Partners' divested its holdings.
Finally, Steel Partners was able to take a floundering company, Roses, with
heavy historical losses, and, through the sale of its unprofitable retail
stores, saved what was left of the assets of the company for its shareholders.
We believe that our continued involvement and proposals for the Company
represent the best option for Ronson shareholders to fully maximize the value of
their investment. It is unfortunate that the Board continues to disregard our
alternatives and has instead engaged in a gratuitous campaign designed solely to
suppress Steel's efforts to enhance shareholder value for all of Ronson's
shareholders. The Board's repeated attacks on Steel Partners only bolsters our
position that the Board remains unfocused on its own shortcomings, and the
shortcomings of the Company. We hope that the Ronson Board will stop wasting
corporate assets and start focusing on the future of the Company, and
ultimately, the best interests of its shareholders.
<PAGE>
We believe the Board would be negligent by continuing to refuse to meet
with us to fully explore our ideas for the future of the Company. In the
meantime, we remain steadfastly committed to enhancing shareholder value at
Ronson.
Sincerely,
/s/Warren G. Lichtenstein
Warren G. Lichtenstein
Managing Partner
