SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
--------------
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 8)(1)
RONSON CORPORATION
- --------------------------------------------------------------------------------
(Name of issuer)
COMMON STOCK
- --------------------------------------------------------------------------------
(Title of class of securities)
776338 20 4
- --------------------------------------------------------------------------------
(CUSIP number)
STEVEN WOLOSKY, ESQ.
OLSHAN GRUNDMAN FROME ROSENZWEIG & WOLOSKY LLP
505 Park Avenue
New York, New York 10022
(212) 753-7200
- --------------------------------------------------------------------------------
(Name, address and telephone number of person
authorized to receive notices and communications)
May 13, 1999
- --------------------------------------------------------------------------------
(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 10 Pages)
Exhibit Index on Page 6
- --------
(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>
- -------------------------------- -------------------------------------
CUSIP No. 776338 20 4 13D Page 2 of 10 Pages
- -------------------------------- -------------------------------------
================================================================================
1 NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
STEEL PARTNERS II, L.P.
- --------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) / /
(b) / /
- --------------------------------------------------------------------------------
3 SEC USE ONLY
- --------------------------------------------------------------------------------
4 SOURCE OF FUNDS
WC
- --------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEM 2(d) OR 2(e) / /
- --------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OR ORGANIZATION
DELAWARE
- --------------------------------------------------------------------------------
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-
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
316,199
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES / /
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
9.9%
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON
PN
================================================================================
<PAGE>
- -------------------------------- -------------------------------------
CUSIP No. 776338 20 4 13D Page 3 of 10 Pages
- -------------------------------- -------------------------------------
================================================================================
1 NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
WARREN LICHTENSTEIN
- --------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) / /
(b) / /
- --------------------------------------------------------------------------------
3 SEC USE ONLY
- --------------------------------------------------------------------------------
4 SOURCE OF FUNDS
00
- --------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEM 2(d) OR 2(e) / /
- --------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OR ORGANIZATION
USA
- --------------------------------------------------------------------------------
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 -
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
316,199
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES / /
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
9.9%
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON
IN
================================================================================
<PAGE>
- -------------------------------- -------------------------------------
CUSIP No. 776338 20 4 13D Page 4 of 10 Pages
- -------------------------------- -------------------------------------
The following constitutes Amendment No. 8 to the Schedule 13D filed by
the undersigned (the "Schedule 13D"). Except as specifically amended by this
Amendment No. 8, the Schedule 13D remains in full force and effect.
Item 4 is hereby amended to add the following
Item 4. Purpose of Transaction.
On May 13, 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 enumerating various proposals to rectify such concerns,
including but not limited to the purchase by the Reporting Persons, subject to
the approval of the Issuer's Board of Directors and certain other conditions, of
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 6 to this Amendment No. 8 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
<PAGE>
- -------------------------------- -------------------------------------
CUSIP No. 776338 20 4 13D Page 5 of 10 Pages
- -------------------------------- -------------------------------------
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: May 17, 1999 STEEL PARTNERS II, L.P.
By: Steel Partners, L.L.C. General Partner
By: /s/ Warren G. Lichtenstein
---------------------------------------
Warren G. Lichtenstein
Chief Executive Officer
/s/ Warren G. Lichtenstein
----------------------------------------
WARREN G. LICHTENSTEIN
<PAGE>
- -------------------------------- -------------------------------------
CUSIP No. 776338 20 4 13D Page 6 of 10 Pages
- -------------------------------- -------------------------------------
Exhibit Index
Page
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, 7
L.P. to Louis V. Aronson, II, the Chief Executive
Officer and President of the Issuer
<PAGE>
- -------------------------------- -------------------------------------
CUSIP No. 776338 20 4 13D Page 8 of 10 Pages
- -------------------------------- -------------------------------------
STEEL PARTNERS II, L.P.
150 East 52nd Street
21st Floor
New York, New York 10022
May 13, 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:
You continue to respond to my numerous requests as a significant stockholder
(9.9%) for a face to face meeting with letters requesting written answers to
various non-pertinent questions. Your questions are obviously a transparent
attempt to frustrate and delay any attempt to maximize the value of Ronson
Corporation ("Ronson" or the "Company") for all shareholders, while you continue
to whittle away for your own personal interest whatever value still remains
within the Company.
We continue to be horrified at the lengths that Ronson's management and its
Board of Directors will go through in order to insulate themselves against
anything which may otherwise threaten your collective plan to wring for personal
benefit as much money out of this once-great company as you can. It is obvious
that the Board of Directors does not take seriously its fiduciary responsibility
to work to maximize values for all shareholders. Obviously, this is the case
with respect to Ronson.
While we have previously discussed a few of the following issues in letters to
you and the other Board members, we feel compelled to enumerate them again here
as these 'offenses and abuses' only seem to worsen.
CURRENT ISSUES:
Lack of a Publicly Stated Succession Plan:
Since you are the 76 year old President and CEO of Ronson, we feel that the
Board has a fiduciary responsibility to inform its shareholders of the timing
and substance of a succession plan for these crucial management positions.
Clearly, it would not be harmful from a competitive point of view to discuss
this issue publicly. All of the company's owners have a right to know how the
Company plans to handle this issue, and the Company's failure to address this
issue continues to adversely affect the Company's stock price.
<PAGE>
- -------------------------------- -------------------------------------
CUSIP No. 776338 20 4 13D Page 8 of 10 Pages
- -------------------------------- -------------------------------------
Compensation Plan of Mr. Aronson:
While we are sympathetic to the fact that your grandfather founded this company
over 100 years ago, Ronson is no longer privately owned by your family, although
you continue to treat it as such. Your total compensation in 1998 was an
incomprehensible $557,500, a $45,100, or 8.8%, increase over that of 1997.
Furthermore, your base compensation is slated to increase 7% per year until
December of 2002, when you will be roughly 80 years old and earning about
$700,000 per year! Compare this compensation level to the company's average
pre-tax annual profits in the last 3 years of only $425,000. Looked at another
way and over a longer time horizon, your total cumulative compensation package
in the eight years from 1991 to 1998 consumed 72.5% of Ronson's entire
cumulative pre-tax operating profits! In other words, you have received 72 1/2
cents of virtually every single dollar of profit throughout the 1990's, leaving
27 1/2 cents available to pay taxes and for the benefit of all shareholders.
And, we are not even counting the millions in losses from Prometcor. This
egregious siphoning off of a substantial amount of Ronson's profits clearly
shows that, in reality, it is you, Mr. Aronson, who is the 'raider of this
corporation', and not Steel Partners.
The Dinger 'Consulting' Agreement
On a number of occasions within the past two years, Mr. Dinger expressed his
concerns both privately and publicly in his 13-D filings (dated October 29, 1997
and February 4, 1998, for example) regarding his dissatisfaction with the
performance of his investment in Ronson. We see, though, that Mr. Dinger has
finally accomplished his goal of increasing his return on his investment in
Ronson through his consulting agreement. Based upon his 13-D filings, Mr. Dinger
owns 186,166 shares at an average cost of about $2.625 per share, which means
that his $180,000 in payments will translate into a guaranteed 36.8% return on
his investment over this time frame. At last year's shareholder's meeting, we
asked many questions about the substance of the agreement, but you and your team
provided no answers. We are of the opinion that management simply did not wish
to own up to the fact that it was paying $180,000 of shareholder monies solely
so that you can control Mr. Dinger's 5.4% voting stake in Ronson. Ronson is
receiving no value for its $180,000 in this transaction. In effect, Ronson's
shareholders are being forced to pay $180,000 to Mr. Dinger, even though the
only effect of this agreement is to prevent any investor from making a premium
offer to acquire Ronson and hope to win the necessary votes, except with your
approval. We view this as a significant squandering of corporate assets.
Eliminate Related Party Transactions
o The Ganz 'Consulting' Agreement: Mr. Ganz, your long-time friend and CFO
until 1993 and currently 70 years old, 'earns' $83,000 per year from Ronson
for 'consulting services', six years after his retirement. He also
participates in the company's health and life insurance plan and receives
the free use of a car.
o Ronson paid Michael Graphics, a company owned by your son-in-law, over
$80,000 in 1998.
o Justin Walder, a Board member, is a partner in a law firm that performed
services for Ronson and received a payment of $103,880 in return for legal
services performed in 1996 and hidden, undisclosed sums in both 1997 and
1998.
Eliminate Prohibitive Anti-Takeover Provisions:
In our opinion, the major reason that Ronson's stock price has been and
continues to be so low is solely due to the 'Aronson discount', relating to your
decades-long rein and mismanagement. For example,
<PAGE>
- -------------------------------- -------------------------------------
CUSIP No. 776338 20 4 13D Page 9 of 10 Pages
- -------------------------------- -------------------------------------
sales were over $128 million in 1974, as reported by a March 18th, 1999, article
in the Newark Star Ledger, versus the $23.2 million in sales achieved in 1998.
In our opinion, this discount could be eradicated if it weren't for your
mismanagement and the constrictive anti-takeover measures put in place by you
and your Board of Directors, thus ensuring that only you, Mr. Aronson, could
ever buy Ronson. This situation certainly prevents the market from dictating the
value of Ronson, due to your heavy- handed, shareholder-unfriendly tactics.
Until the staggered board and the recently implemented poison pill are
eliminated, we are sure that these shares will stay cheap.
Install an Independent Board of Directors
While not all of Ronson's Board members work for the Company, we realistically
classify everyone on your Board as an insider. A company's Board of Directors is
supposed to work for the good of all stakeholders. This is certainly not
occurring at Ronson, where many of the directors receive substantial fee income
for providing 'consulting and other services' to the Company.
Sell the Aviation Subsidiary
We reiterate our desire for Ronson to sell the under-performing Aviation
division. However, the Company continues to plow more money into this division;
in fact, Ronson has just spent $430,000 on a new 50,000 gallon fueling facility
in Mercer in the last 6 months. Ronson was and is a premier name in lighters and
lighter supplies. This is what makes the company special; why do you continue to
invest in Aviation? We believe that companies should invest in their core
competencies. We have seen enough proof that Aviation is not the Company's
forte.
The New Jersey Environmental Situation
While we are happy that this situation will soon come to an end, we were unhappy
to discover that the most recent estimate of total costs to finalize the cleanup
came in at about $1 million in excess of previous estimates, thus turning
Ronson's entire 1998 operating profits into a loss of $300,000.
Provide us with a Shareholder List, per our Rights as Shareholders
We are due a shareholder list, per New Jersey Statutes; do not make us waste
Ronson's time and money by forcing us to bring this before a court.
Mr. Aronson, as shown above, there is much to be concerned about as a minority
shareholder in Ronson, assuming no special consulting deal, special option
payments, Board of Director fees, related-party fees/business income, or other
remuneration coming from Ronson. Certainly it is obvious that the minority
shareholders in Ronson are getting treated very unfairly.
Furthermore, you have consistently referred to our efforts to 'buy a $1.00 for
$.50'. And, to this point, we have acquired our 9.9% stake at an average cost of
approximately $2.60 per share. We are now prepared to offer what we deem to be a
full and fair price for the remainder of the Company.
THEREFORE, STEEL PARTNERS II L.P. AND/OR ITS AFFILIATES HEREBY OFFERS TO BUY
100% OF THE SHARES OF THE COMMON STOCK OF RONSON AT A PRICE OF $5.25 PER SHARE,
PAYABLE IN CASH, REPRESENTING A 100.0% PREMIUM OVER THE LAST SALE PRICE OF THE
COMMON STOCK ON MAY 10, 1999.
<PAGE>
- -------------------------------- -------------------------------------
CUSIP No. 776338 20 4 13D Page 10 of 10 Pages
- -------------------------------- -------------------------------------
It is anticipated that the proposed transaction would not be subject to
financing. Consummation of this proposed transaction is subject to negotiation
and execution of a definitive purchase agreement containing customary
representations, warranties, closing conditions and completion of minimal due
diligence, as well as, approval of Ronson's Board of Directors and waiver of
applicable anti-takeover provisions.
In view of the Board's fiduciary duty to evaluate our offer in the interests of
all stockholders of the Company, we urge the Board to form an independent
committee of directors to consider Steel's offer.
We are prepared to meet with that committee as soon as possible.
Steel trusts that, consistent with your duty of care and loyalty to all of the
Company's stockholders, you will pursue discussions of our offer in good faith.
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
