SECURITIES & EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported) Aug. 24, 1998 (Aug. 17, 1998)
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RONSON CORPORATION
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(Exact name of registrant as specified in its charter)
New Jersey 1-1031 22-0743290
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(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
Corporate Park III, Campus Dr., P.O. Box 6707, Somerset, NJ 08875-6707
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (732) 469-8300
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RONSON CORPORATION
FORM 8-K INDEX
ITEM 5. OTHER EVENTS
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
<PAGE>
Item 5. Other Events
On August 17, 1998, Louis V. Aronson II, President and Chief
Executive Officer of Ronson Corporation (the "Company"), rejected an
offer by Steel Partners II, L.P., to purchase all of his stock in the
Company for $5 per share, subject to certain conditions. The offer
contained other provisions which, under certain circumstances, would
extend a similar offer to shareholders. Mr. Aronson's stock ownership
amounts to more than 20% of the outstanding common stock in the Company.
The offer to Mr. Aronson from Steel Partners II, L.P., was filed
with the Securities and Exchange Commission as Exhibit 2 to a Schedule
13D/A on August 17, 1998.
Item 7. Financial Statements and Exhibits
a) Financial Statements: None.
b) Pro Forma Financial Information: None.
c) Exhibits:
99.a) Ronson Corporation Press Release dated August 17,
1998, "Louis V. Aronson Rejects Offer to Purchase His Ronson Corporation
Stock".
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
Ronson Corporation
/s/Daryl K. Holcomb
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Daryl K. Holcomb
Vice President and
Chief Financial Officer,
Controller and Treasurer
Dated: August 24, 1998
EXHIBIT 99.a
LOUIS V. ARONSON REJECTS OFFER TO PURCHASE
HIS RONSON CORPORATION STOCK
Somerset, N.J., August 17, 1998 - Ronson Corporation (Nasdaq SmallCap
RONC; OTC Bulletin Board RONCP)
Louis V. Aronson II, President of Ronson Corporation rejected the offer
announced today by Steel Partners II, L.P. to purchase all of his stock
in Ronson Corporation, representing more than 20% of the outstanding
stock. "I cannot think of a greater disservice I could do to our
stockholders than to turn control over to Mr. Lichtenstein and his
group," Mr. Aronson stated. "While Mr. Lichtenstein might claim to be
acting in the best interests of Ronson stockholders, his record belies
that claim."
"Mr. Lichtenstein continues to misrepresent Ronson's stock
performance," Mr. Aronson continued. As reported in the Company's
Annual Report issued recently, Ronson stock outperformed both the
NASDAQ and Russell 2000 Indexes over the past five years.
Mr. Lichtenstein's offer to purchase at a price over the current market
suggests that he recognizes the future value of Ronson Corporation
stock. Mr. Aronson added, "So do I."
The Annual Report pointed out that an investment of $100 in Ronson
Common Stock on December 31, 1992, would have been worth $683 at the
end of 1997. Extending the period to June 30, 1998, the value of the
investment would increase to $1,025. "I seriously doubt that any of the
companies taken over by Mr. Lichtenstein and his group of `corporate
vultures' can match that performance," Mr. Aronson pointed out.
