SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
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SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 11)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)
March 17, 2000
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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 9 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 9 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 9 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
================================================================================
<PAGE>
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CUSIP No. 776338 20 4 13D Page 4 of 9 Pages
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The following constitutes Amendment No. 11 to the Schedule 13D filed by
the undersigned (the "Schedule 13D"). Except as specifically amended by this
Amendment No. 11, the Schedule 13D remains in full force and effect.
Item 4 is hereby amended to add the following
Item 4. Purpose of Transaction.
On March 17, 2000 the Reporting Persons sent a letter to Louis
V. Aronson, II, the Issuer's Chief Executive Officer and President, expressing
the Reporting Persons' dissatisfaction with the Issuer's Board's continued
failure to address the Issuer's poor financial performance and demanding the
Board explain in writing the reasons behind its decision to sell Mr. Carl
Dinger, II Common Stock at below market prices. The letter is filed as Exhibit 9
to this Amendment No. 11 to Schedule 13D and incorporated herein by reference.
Item 7 is amended to add the following:
Item 7. Material to be Filed as Exhibits.
9. Letter dated March 17, 2000 from Steel Partners II, L.P. to
Louis V. Aronson, II, the Chief Executive Officer and
President of the Issuer
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CUSIP No. 776338 20 4 13D Page 5 of 9 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: March 20, 2000 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
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CUSIP No. 776338 20 4 13D Page 6 of 9 Pages
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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 (previously filed)
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 (previously filed)
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 (previously filed)
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 (previously filed)
9. Letter dated March 17, 2000 from Steel Partners II, 7
L.P. to Louis V. Aronson, II, the Chief Executive
Officer and President of the Issuer
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CUSIP No. 776338 20 4 13D Page 7 of 9 Pages
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STEEL PARTNERS II, L.P.
150 EAST 52ND STREET
21ST FLOOR
NEW YORK, NY 10022
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PHONE: 212-813-1500
FAX 212-813-2198
March 17, 2000
Mr. Louis V. Aronson, II
President and Chief Executive Officer
Ronson Corporation
Corporate Park III, Campus Drive
P.O. Box 6707
Somerset, New Jersey 08875-6707
Dear Mr. Aronson:
As you know, Steel Partners II, L.P. ("Steel Partners") is the largest
independent shareholder of Ronson, owning almost 10% of the outstanding common
stock. Steel Partners has repeatedly criticized Ronson's management for the
Company's inferior financial performance, as evidenced by Ronson's declining
stock price during an unprecedented advance in all of the major stock market
indices, and the Board's utter failure to address that poor performance. The
Board's "hands-off" approach to management no doubt results from the fact that
you selected its members and none have any genuine independence. Despite our
requests that Ronson implement measures to reduce corporate waste and otherwise
enhance value for Ronson's shareholders, you and Ronson's Board have ignored
every proposal. Now we are aware of another egregious misuse of corporate assets
sanctioned by the Board and borne out of its apparent intent to entrench both
you and the Board further. Specifically, the sweetheart agreements with Mr. Carl
Dinger, II, the sale of Ronson's common stock at below market prices, and the
accompanying lock-up of Mr. Dinger's shares to vote
<PAGE>
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CUSIP No. 776338 20 4 13D Page 8 of 9 Pages
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in accord with every recommendation made by the Board, all appear to be clear
violations of the Board's fiduciary duty to its shareholders and a transparent
waste of corporate assets.
As publicly disclosed, Mr. Dinger will purchase 227,500 additional
shares of Ronson stock at $2.50 per share, increasing his ownership to 11.99% of
the outstanding common. The announced price is deceptive because it does not
give effect to Mr. Dinger's sweetheart agreements, for which he is receiving
$10,000 per month from Ronson -- $4,500 per month to "consult" and $5,500 per
month to give Ronson a call option to purchase all of his common stock at $5.25
per share. It is entirely unclear why Ronson would sell stock at $2.50 per share
and then purchase a call option at $5.25. In any event, it appears that Mr.
Dinger could receive up to $363,000 from Ronson for that call option, which
would effectively reduce his purchase price to about $0.90 per share. When the
fees for his "consulting" work are added, Mr. Dinger is paying a mere $0.39 per
share.
In return for this sweetheart deal, Mr. Dinger has agreed to provide
the Board his irrevocable proxy to vote his shares in any way the Board chooses.
In other words, Ronson's Board has effectively acquired an additional 11.99% of
the control of the Company by giving away stock at a fraction of its real value.
As you know, the Board of Directors has an unyielding fiduciary duty to
protect the interests of the corporation and to act in the best interests of
shareholders. Those steps certainly were not taken here, and the failure to take
those steps demonstrates conclusively that the Board was acting purely out of
self-interest to entrench itself further. If the Board thought Ronson needed
money, it should have made a rights offering to all shareholders.
<PAGE>
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CUSIP No. 776338 20 4 13D Page 9 of 9 Pages
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The Board's motivation for this transaction is transparent. You are the
beneficial owner of almost 25% of the voting and outstanding common shares. You
control the Board and make it bend to your will, having filled it with people so
clearly partisan to you. You now have seen an opportunity to use corporate funds
to buy 12% more control over the voting rights of the outstanding shares to
ensure that your agenda, which includes a history of self-dealing, corporate
waste and board member entrenchment, remains in place. As such, the Board's
action appears to be a flagrant violation of its fiduciary duty to Ronson and
its shareholders.
Accordingly, we demand that the Board explain in writing why it pursued
this transaction with Mr. Dinger; what, if any, efforts it took to value the
transaction, including appraisals or contemplated auctions; and who else, if
any, the Board approached beside Mr. Dinger to enter into such a transaction.
Steel Partners reserves its right, among other things, to bring a derivative
action to redress these violations.
Very truly yours,
/s/ Warren G. Lichtenstein
---------------------------
Warren G. Lichtenstein
Managing Member of the General Partner
cc: Board of Directors
Robert A. Aronson
Erwin M. Gantz
Gerard J. Quinnan
Justin P. Walder
Saul H. Weisman
Albert G. Besser
