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) June 17, 1999 (June 16, 1999)
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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 June 16, 1999, the Registrant, Ronson Corporation (the
"Company"), issued a letter from Mr. Louis V. Aronson II, the Company's
president and chief executive officer, to Mr. Warren G. Lichtenstein
rejecting Mr. Lichtenstein's request for a meeting with the Company's
Board. The letter is attached hereto as Exhibit 99.a).
Item 7. Financial Statements and Exhibits
a) Financial Statements: None.
b) Pro Forma Financial Information: None.
c) Exhibits:
99.a) Letter dated June 16, 1999, to Mr. Warren G.
Lichtenstein from Mr. Louis V. Aronson II, the Company's president and
chief executive officer.
SIGNATURE
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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: June 17, 1999
Exhibit 99.A
June 16, 1999
Mr. Warren G. Lichtenstein
Steel Partners II, L.P.
150 East 52nd Street
21st Floor
New York, NY 10022
Dear Mr. Lichtenstein:
This acknowledges receipt of your letter to me dated June 10th and the
Lichtenstein/Steel Partners II SEC Form 13D filed on June 14th to which
was attached your June 10th letter to me.
By letter dated June 3rd, I advised you that the Board had twice
considered and unanimously rejected your proposal. This decision was
reached by the Board after a lengthy and detailed discussion of Ronson's
long and short term plans and prospects and giving appropriate
consideration to the background and policies of Steel Partners. The
reasons for the rejection were clearly stated in that letter, a copy of
which is enclosed to refresh your memory.
Not uncharacteristically, in your news release and in your filing with
the SEC, you have misrepresented your proposal as an "all cash offer."
The fact is that it is not an "offer" but merely a request to negotiate
subject to a lengthy and critical list of conditions and contingencies,
including the waiver of several normal provisions of the Company's
Certificate of Incorporation and By-Laws, a Preferred Rights Plan
similar to those widely adopted by public corporations, and a New Jersey
statute specifically adopted to protect the interests of shareowners and
employees of New Jersey corporations. The Board has determined that it
would not be in the interests of Ronson's public shareholders to waive
or modify these provisions.
It would be imprudent for the Board of Directors to enter into any such
discussion with you and potentially dangerous to the best interests of
the Company, its shareowners and employees. You should be well aware
that any discussions would inevitably involve the disclosure of the
Company's confidential plans and programs for growth and profitability.
While you may believe that you and your secret investor group are
entitled to special treatment and privileges, the Ronson Board adheres
to the policy of equal disclosure to all shareowners and the furtherance
of the interests of the Company and all of its shareowners and
employees.
I believe we have also made it clear that, based simply on your admitted
goals and business practices, you and your group have not demonstrated
that you have any interest in treating Ronson's shareholders fairly. You
have boasted to your investor group in correspondence that you have
never publicly disclosed - that your policy and goal is to "buy $1.00
for 50 cents." While this may be a worthy goal for your investors, you
must concede that it clearly proves that your goal is to acquire
targeted companies at well below their real value.
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You further lay bare, in your "confidential" communications to your
cohorts, the true nature of your business philosophy by likening
yourself and your operations to that of a vulture and bragging of your
ruthless "blocking and tackling" style of doing business.
Furthermore, you continue to fail to answer certain pertinent questions
which were first asked as part of our due diligence responsibilities in
1997 and repeated in 1998 and 1999. Your corporate history reflects
that, as with many other companies you have attacked as well as ours,
you work on the premise of issuing misleading and divisive statements to
serve the purpose of you and your group.
The members of the Board have reaffirmed their support of the ongoing
strategic plan and vision for the Company as expressed in the Company's
Annual Report and their judgment that the Company is on sound footing
and well established for long term profit and growth. The Board has
particularly noted the substantial progress being made on the
environmental cleanup of the Prometcor site which, when completed, will
alleviate the large cash drain on the Company's cash flow and net
earnings.
We will, of course, keep you updated about these and other important
events concerning Ronson at the same time, and in the same way, that we
keep all of our other shareholders apprised about important events
affecting the Company.
Sincerely,
/s/ Louis V. Aronson II
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Louis V. Aronson II
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June 3, 1999
Enclosure to letter dated June 16, 1999:
Mr. Warren G. Lichtenstein
Steel Partners II, L.P.
150 East 52nd Street
21st Floor
New York, NY 10022
Dear Mr. Lichtenstein:
This acknowledges receipt of your letter to me dated May 26th.
As publicly announced May 19, 1999, the Board of Directors determined it
not to be in the best interests of the Company or its shareholders to
engage in negotiation of the conditional and contingent proposal set forth
in your letter of May 13, 1999. This decision was reached by the Board
after a lengthy and detailed discussion of Ronson's long and short term
plans and prospects and giving appropriate consideration to the background
and policies of Steel Partners.
In response to your letter of May 26th, each member of the Board has
unanimously reaffirmed their support for the action taken by the Board on
May 19, 1999. The members of the Board further reaffirmed their support of
the ongoing strategic plan and vision for the Company as expressed in the
Company's Annual Report and their judgment that the Company is on sound
footing and well established for long term profit and growth. The Board has
particularly noted the substantial progress being made on the environmental
cleanup of the Prometcor site which, when completed, will alleviate the
large cash drain on the Company's cash flow and net earnings.
Sincerely,
/s/ Louis V. Aronson II
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Louis V. Aronson II
