SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
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SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 4)(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)
August 14, 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 8 Pages)
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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).
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CUSIP No. 776338 20 4 13D Page 2 of 8 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.
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) / /
(b) / /
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3 SEC USE ONLY
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4 SOURCE OF FUNDS
WC
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEM 2(d) OR 2(e) / /
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6 CITIZENSHIP OR PLACE OR ORGANIZATION
DELAWARE
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NUMBER OF 7 SOLE VOTING POWER
SHARES
BENEFICIALLY 287,099
OWNED BY
EACH
REPORTING
PERSON WITH
----------------------------------------------------------------
8 SHARED VOTING POWER
-0-
----------------------------------------------------------------
9 SOLE DISPOSITIVE POWER
287,099
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10 SHARED DISPOSITIVE POWER
-0-
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
287,099
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES / /
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
9.0%
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14 TYPE OF REPORTING PERSON
PN
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CUSIP No. 776338 20 4 13D Page 3 of 8 Pages
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1 NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
WARREN LICHTENSTEIN
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) / /
(b) / /
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3 SEC USE ONLY
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4 SOURCE OF FUNDS
00
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEM 2(d) OR 2(e) / /
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6 CITIZENSHIP OR PLACE OR ORGANIZATION
USA
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NUMBER OF 7 SOLE VOTING POWER
SHARES
BENEFICIALLY 287,099
OWNED BY
EACH
REPORTING
PERSON WITH
----------------------------------------------------------------
8 SHARED VOTING POWER
- 0 -
----------------------------------------------------------------
9 SOLE DISPOSITIVE POWER
287,099
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10 SHARED DISPOSITIVE POWER
- 0 -
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
287,099
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES / /
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
9.0%
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14 TYPE OF REPORTING PERSON
IN
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<PAGE>
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CUSIP No. 776338 20 4 13D Page 4 of 8 Pages
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The following constitutes Amendment No. 4 to the Schedule 13D filed by
the undersigned (the "Schedule 13D"). Except as specifically amended by this
Amendment No. 4, 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 287,099 Shares of Common
Stock owned by Steel Partners II is $870,036. 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 August 14, 1998, the Reporting Persons sent a letter (the
"August Letter") to the Issuer's Chief Executive Officer and Board of Directors,
in which, among other things, the Reporting Persons 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. In the
August Letter, the Reporting Persons also proposed to acquire those Shares of
the issued and outstanding Shares of the Issuer owned by Louis V. Aronson, the
Issuer's Chief Executive Officer, for a cash price of $5.00 per Share, as well
as those Shares held by any other stockholder of the Issuer (the "Proposal")
subject to certain terms and conditions.
The description of the August Letter does not purport to be
complete, and is qualified in its entirety by reference to the August Letter,
which is filed as Exhibit 2 to this Amendment No. 4 to Schedule 13D.
Depending upon such factors as the Reporting Person considers
relevant from time to time, the Reporting Person will seek further contact with
the Issuer, the Issuer's representatives and other persons interested in the
Issuer, for the purpose of discussing the August Letter and the Proposal.
Depending upon the Issuer's response to the August Letter and the Proposal, if
any, the results of further contact with the Issuer, if any, market
considerations and other factors as the Reporting Person considers relevant from
time to time, the Reporting Person 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
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CUSIP No. 776338 20 4 13D Page 5 of 8 Pages
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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. 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.
Item 5 is amended in part 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 March 31, 1998, the Issuer had 3,177,175 Shares of Common Stock
outstanding on March 31, 1998. Steel Partners II beneficially owns an aggregate
of 287,099 Shares, representing approximately 9.0% 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 July 22, 1998, Steel
Partners II beneficially owns 287,099 Shares of Common Stock, constituting
approximately 9.0% 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 287,099 Shares of Common Stock,
representing approximately 9.0% of the Shares outstanding. All of such Shares of
Common Stock were acquired in open-market transactions.
(c) Schedule A annexed hereto lists all transactions in the
Issuer's Common Stock since the filing of Amendment No. 3 to Schedule 13D by the
Reporting Persons.
Item 7 is amended to read as follows:
Item 7. Material to be Filed as Exhibits.
1. Joint Filing Agreement (previously filed)
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CUSIP No. 776338 20 4 13D Page 6 of 8 Pages
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2. Letter dated August 14, 1998 from Steel Partners II, L.P. to the
Chief Executive Officer and Board of Directors of the Issuer
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CUSIP No. 776338 20 4 13D Page 7 of 8 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: August 14, 1998 STEEL PARTNERS II, L.P.
By: Steel Partners, L.L.C.
General Partner
By:/s/ Warren G. Lichtenstein
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Warren G. Lichtenstein
Chief Executive Officer
/s/ Warren G. Lichtenstein
---------------------------------
WARREN G. LICHTENSTEIN
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CUSIP No. 776338 20 4 13D Page 8 of 8 Pages
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Exhibit Index
1. Joint Filing Agreement (previously filed)
2. Letter dated August 14, 1998 from Steel Partners 9 II, to the Chief
Executive Officer and Board of Directors of the Issuer
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SCHEDULE A
Transactions in the Shares Since the Filing of Amendment No. 3 to
the Schedule 13D
Shares of Common Price Per Date of
Stock Purchased Share Purchase
3,500 3.65500 8/4/98
6,000 3.65500 8/5/98
August 14, 1998
Louis V. Aronson II and
Board of Directors
Ronson Corporation
Corporate Park III, Campus Drive
P.O. Box 6707
Somerset, NJ 08875-6707
Dear Sirs:
Steel Partners II, L.P. ("Steel Partners" or "Steel") has been a long-term
shareholder of Ronson Corporation ("Ronson") and currently owns 287,099 shares
of common stock or 9.0% of the primary share outstanding.
In a letter sent to the Board of Directors ("Board") of Ronson on June 3, 1998,
a copy of which is attached hereto, we expressed our concern over, among other
things, the lack of a majority of directors on Ronson's Board who are
independent. In that same letter we withdrew our previous request to nominate
two directors in the upcoming election believing that the Board would fulfill
its fiduciary obligations to Ronson's shareholders by nominating another large
shareholder of Ronson, Carl W. Dinger III ("Dinger"), for a Board seat.
In a July 20, 1998 Schedule 13D filing Dinger, a 5.86% shareholder withdrew his
name as a candidate for the Board of Ronson stating that Ronson's terms for
including Dinger as a Board member were too restrictive.
In addition, we recently learned that Barton P. Ferris, Jr., an independent
Board member, has or will resign leaving Ronson with only one outside director.
These events appear to be motivated by a Ronson Board that is focused on
insulating itself from its non-management shareholders to avoid criticism over
the Company's poor operating performance and lagging stock price. This same lax
approach taken by Ronson's Board towards the goal of achieving maximum value for
all shareholders has allowed CEO Louis Aronson to continue to take an unusually
high salary relative to his peers and less than arm's length consulting and
other insider transactions to remain in place between Board members and Ronson.
The only parties to suffer as a result of these actions are Ronson's
shareholders who have witnessed a decline in our stock price from a high of
$5.00 per share in September 1995 to its current $3.625 level during one of the
greatest bull markets in history.
<PAGE>
Restating our position from our letter to the Board on June 3, 1998, Steel
Partners urges the Board of Ronson Corporation to promptly do the following:
o Create a more Independent Board;
o Eliminate the Related Party Transactions;
o Reduce Wasteful Corporate Overhead; and
o Sell of the Aviation Division and focus on the Consumer
Products Sector.
Unfortunately, the Board of Directors has moved in the opposite direction by
placing more onerous terms on would-be independent directors and by continuing
to operate Ronson's business primarily for the benefit of Louis Aronson.
We are not happy with this direction and in an effort to reverse this trend and
create value for all shareholders we are prepared to offer to buy, subject to
the approval of the Board including under Article 11th of the Certificate of
Incorporation and the New Jersey Business Corporation Act, all shares of Ronson
Corporation owned by Louis V. Aronson II for $5.00 per share in cash and
thereupon implement our recommendations previously communicated to the Board. In
addition, if this offer were acceptable, we would extend the same offer to all
shareholders of Ronson Corporation and would seek to close both such offers on a
simultaneous basis. Our offer to Ronson's shareholders would not be contingent
on financing nor on a minimum number of shares being tendered however it would
assume that there has been no adverse change in Ronson's business since the
filing of its Form 10-Q for the quarter ended March 31, 1998. Additionally,
Steel would expect Board representation equivalent to its stock ownership at the
closing.
We would be prepared to promptly enter into definitive agreements containing
mutually acceptable representations, warranties and covenants in a form
acceptable to all parties on a prompt basis.
We believe our proposal represents an opportunity for all shareholders to
realize extraordinary value for their shares. Our proposal represents a 38%
premium over the current market price.
Sincerely,
/s/Warren G. Lichtenstein
Warren G. Lichtenstein
Managing Partner
Enclosures
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