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) July 6, 1999 (July 2, 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
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Item 5. Other Events
On July 2, 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 reaffirming Ronson's rejection of Mr. Lichtenstein. 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 July 2, 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
Date: July 6, 1999
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Exhibit 99.a)
July 2, 1999
Mr. Warren G. Lichtenstein
Steel Partners II, L.P.
150 East 52nd Street
21st Floor
New York, NY 10022
Dear Mr. Lichtenstein:
We have your letter of June 30th.
It was not unexpected that we would receive a further communication from
you just prior to a national holiday. You persist in repeating this
petty tactic. You should have realized that your attempts to harass
Ronson's Board of Directors and to mislead our shareholders with
contentious and misleading holiday missives, would be to no avail.
We are of the view that your letter contains nothing that is new or
noteworthy. Your request that the Company negotiate with you (and
provide you confidential information not available to the other
shareholders) is still not - as you misleadingly imply - an Offer. It
remains conditional and provides none of the disclosures or details
required for an offer under the Federal Securities Laws. Accordingly,
for the reasons we have previously stated to you on numerous occasions,
the Directors see absolutely no reason or advantage to the Company's
stockholders and employees to meet with you.
Indeed, the request set forth in your letter presents a real threat to
the Company and its public shareholders. You attempt to belittle our
concern for the potential misuse of confidential corporate information
which would necessarily be disclosed in any "negotiation". These
concerns are legitimate and a confidentiality agreement which you
suggested would not eliminate them. You are well aware that in an
earlier conversation when you mentioned to me your contact with another
company, I urged you not to interfere with the due diligence and
discussions we were undertaking with that company. While you left me
with the clear impression that you would accede to my request, we
subsequently learned that you continued your contacts, thereby
jeopardizing our ability to negotiate on behalf of the Company and all
our shareholders.
I also note that your improper contact with the customers, competitors
and business associates of one of your other target companies is the
subject of a lawsuit that was recently filed against you and several of
your cohorts in the California court. Needless to say, Ronson's
Directors want to spare our shareholders from this type of interference.
Under the circumstances, it would be irresponsible for the Ronson Board
and management voluntarily to eliminate the widely accepted corporate
procedural provisions in its Certificate of Incorporation and By-Laws,
to waive the provisions of the Company's Rights Plan and, particularly,
to waive the provisions of the statute enacted by the New Jersey
Legislature to protect the interest of New Jersey corporations, their
shareholders and their employees.
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As we have emphasized in the past, Ronson Corporation is on sound
footing and well established for long term profit and growth. This is
only enhanced by the fact that the Company appears near the conclusion
of the costly environmental cleanup which will free substantial cash
flow to be used to maximize value for ALL of Ronson's stockholders.
Sincerely,
Louis V. Aronson II
