SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
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SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 10)(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 & WOLOSKY 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)
June 30, 1999
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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)
Exhibit Index on Page 6
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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 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 316,199
OWNED BY
EACH ----------------------------------------------------------------
REPORTING
PERSON WITH
8 SHARED VOTING POWER
-0-
----------------------------------------------------------------
9 SOLE DISPOSITIVE POWER
316,199
----------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
-0-
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
316,199
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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)
9.9%
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14 TYPE OF REPORTING PERSON
PN
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<PAGE>
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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 316,199
OWNED BY
EACH ----------------------------------------------------------------
REPORTING
PERSON WITH
8 SHARED VOTING POWER
- 0 -
----------------------------------------------------------------
9 SOLE DISPOSITIVE POWER
316,199
----------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
- 0 -
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
316,199
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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)
9.9%
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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. 10 to the Schedule 13D filed by
the undersigned (the "Schedule 13D"). Except as specifically amended by this
Amendment No. 10, the Schedule 13D remains in full force and effect.
Item 4 is hereby amended to add the following
Item 4. Purpose of Transaction.
On June 30, 1999 the Reporting Persons sent a letter to Louis
V. Aronson, II, the Issuer's Chief Executive Officer and President the Issuer,
expressing the Reporting Persons' continued dissatisfaction with the performance
of the Issuer and clarifying the Reporting Persons' proposal to acquire all of
the issued and outstanding shares of Common Stock (other than shares of Common
Stock owned by the Reporting Persons) for $5.25 per share. The letter is filed
as Exhibit 8 to this Amendment No. 10 to Schedule 13D and incorporated herein by
reference.
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
4. Letter dated December 22, 1998 from Steel Partners II, L.P. to
Louis V. Aronson, II, the Chief Executive Officer and
President of the Issuer
5. Text of Press Release issued by Steel Partners II, L.P. on
January 27, 1999
6. Letter dated May 13, 1999 from Steel Partners II, L.P. to
Louis V. Aronson, II, the Chief Executive Officer and
President of the Issuer
7. Letter dated June 10, 1999 from Steel Partners II, L.P. to
Louis V. Aronson, II, the Chief Executive Officer and
President of the Issuer
8. Letter dated June 30, 1999 from Steel Partners II, L.P. to
Louis V. Aronson, II, the Chief Executive Officer and
President of the Issuer
<PAGE>
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CUSIP No. 776338 20 4 13D Page 5 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: July 1, 1999 STEEL PARTNERS II, L.P.
By: Steel Partners, L.L.C. General Partner
By:/s/ Warren Lichtenstein
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Warren G. Lichtenstein
Chief Executive Officer
/s/ Warren Lichtenstein
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WARREN G. LICHTENSTEIN
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CUSIP No. 776338 20 4 13D Page 6 of 8 Pages
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Exhibit Index
Page
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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 Partners -
II, L.P. to the Chief Executive Officer and Board of
Directors of the Issuer (previously filed)
4. Letter dated December 23, 1998 from Steel Partners -
II, L.P. to Louis V. Aronson, II, the Chief
Executive Officer and President of the Issuer
(previously filed)
5. Text of Press Release issued by Steel Partners II, -
L.P. on January 27, 1999
6. Letter dated May 13, 1999 from Steel Partners II, -
L.P. to Louis V. Aronson, II, the Chief Executive
Officer and President of the Issuer
7. Letter dated June 10, 1999 from Steel Partners II, -
L.P. to Louis V. Aronson, II, the Chief Executive
Officer and President of the Issuer
8. Letter dated June 30, 1999 from Steel Partners II, 7
L.P. to Louis V. Aronson, II, the Chief Executive
Officer and President of the Issuer
<PAGE>
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CUSIP No. 776338 20 4 13D Page 7 of 8 Pages
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STEEL PARTNERS II, L.P.
150 East 52nd Street
21st Floor
New York, New York 10022
June 30, 1999
Louis V. Aronson, II
Chief Executive Officer and President
Ronson Corporation
Corporate Park III, Campus Drive
P.O. Box 6707
Somerset, NJ 08875
Dear Mr. Aronson:
I received your letter affirming your continued refusal of our offer to acquire
Ronson Corporation ('Ronson' or the 'Company'). Once again, it appears that we
are going around in circles, getting stuck on semantics, and not looking at the
big picture. It is also apparent from your response that I am not making myself
clear in my communications to you regarding the terms of our offer.
Our previous offer is subject to little other than the Board's agreement to sell
us the Company, which is about as unconditional as it could be.
Although you continually to disparage Steel Partners' "blocking and tackling"
style of investing and our desire "to buy $1.00 for $.50", these are merely
phrases which convey disciplined, methodical investment processes and sound
business practices.
Furthermore, I find it difficult to comprehend, Mr. Aronson, that you have
recently referred to Steel Partners as a 'raider and vulture' when we are
offering such a large premium to the current market price of Ronson. I suspect
that, in light of our fully valued offer, many other investors and certainly the
other minority shareholders of Ronson would instead refer to us as 'White
Knights'. I would like to reiterate that Steel Partners is clearly looking to
impart significant, real value to all shareholders in the form of a
fully-valued, cash payment of $5.25 per share, an offer which continues to be
roughly 100% above the market value of the stock.
Mr. Aronson, I ask you: if the Board of Directors is certain that our proposal
has grossly undervalued Ronson, why does the stock still trade at roughly $2.75
per share? How can the Board justify ignoring an all-cash offer that is so far
above the value that the market places on the stock?
Steel Partners is currently prepared to sign a confidentiality agreement in
order to review your strategic plan and commence discussions with you and the
Board. Such disclosure is not selective and is quite
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CUSIP No. 776338 20 4 13D Page 8 of 8 Pages
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normal in circumstances such as these. Then, if you and your team could show how
you are going to enhance the operations and value of Ronson to a number greater
than $5.25 per share, Steel would be prepared to raise its offer to reflect the
increase in value of the Company.
Mr. Aronson, you and your team have lost money for the minority shareholders for
the past decade. The clock is ticking. Your minority shareholders aren't getting
any younger, and deserve a fair return on their investment. So, again, I urge
you and the Board to fulfill your fiduciary responsibilities and promptly
commence negotiations with Steel.
I look forward to your response.
Sincerely,
/s/ Warren G. Lichtenstein
Warren G. Lichtenstein
Managing Member of General Partner
cc: Board of Directors
- Robert A. Aronson
- Erwin M. Ganz
- Gerard J. Quinnan
- Justin P. Walder
- Saul H. Weisman
- Albert G. Besser
