-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, SLEj5VdQ65Ms32Gejsczd6dlQquY1B7+wZlJA3c9XsCH2kC/+uox6Aa9GWpMoKgr 9dTtyg5hEngYWFvo/zsLkg== 0000921895-07-002769.txt : 20071206 0000921895-07-002769.hdr.sgml : 20071206 20071206164809 ACCESSION NUMBER: 0000921895-07-002769 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20071206 DATE AS OF CHANGE: 20071206 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: RONSON CORP CENTRAL INDEX KEY: 0000084919 STANDARD INDUSTRIAL CLASSIFICATION: MISCELLANEOUS CHEMICAL PRODUCTS [2890] IRS NUMBER: 220743290 STATE OF INCORPORATION: NJ FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-15973 FILM NUMBER: 071290013 BUSINESS ADDRESS: STREET 1: CORPORATE PARK III CAMPUS DR STREET 2: PO BOX 6707 CITY: SOMERSET STATE: NJ ZIP: 08875-6707 BUSINESS PHONE: 7324698300 FORMER COMPANY: FORMER CONFORMED NAME: ART METAL WORKS INC DATE OF NAME CHANGE: 19680429 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: STEEL PARTNERS II LP CENTRAL INDEX KEY: 0000915653 IRS NUMBER: 000000000 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 590 MADISON AVENUE STREET 2: 32ND FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 BUSINESS PHONE: 212-758-3232 MAIL ADDRESS: STREET 1: 590 MADISON AVENUE, 32ND FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 FORMER COMPANY: FORMER CONFORMED NAME: STEEL PARTNERS II L P DATE OF NAME CHANGE: 19950627 SC 13D/A 1 sc13da1901874022_12042007.htm sc13da1901874022_12042007.htm
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D
(Rule 13d-101)

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO § 240.13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO
§ 240.13d-2(a)

(Amendment No.  19)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
Park Avenue Tower
65 East 55th Street
New York, New York 10022
(212) 451-2300
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)

December 4, 2007
(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 that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box ¨.

Note:  Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits.  See § 240.13d-7 for other parties to whom copies are to be sent.


_______________
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 (“Act”) 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).


CUSIP NO. 776338 20 4

 
1
NAME OF REPORTING PERSON
 
    STEEL PARTNERS II, L.P.
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
  (a) o
  (b) o
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)
 
  o
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
    DELAWARE
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7
SOLE VOTING POWER
 
    460,034
8
SHARED VOTING POWER
 
    - 0 -
9
SOLE DISPOSITIVE POWER
 
    460,034
10
SHARED DISPOSITIVE POWER
 
    - 0 -
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
    460,034
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
  o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
    9.5%
14
TYPE OF REPORTING PERSON
 
    PN

2

CUSIP NO. 776338 20 4

 
1
NAME OF REPORTING PERSON
 
    STEEL PARTNERS, L.L.C.
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
  (a) o
  (b) o
3
SEC USE ONLY
 
4
SOURCE OF FUNDS
 
    OO
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
 
 o
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
    DELAWARE
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7
SOLE VOTING POWER
 
    460,034
8
SHARED VOTING POWER
 
    - 0 -
9
SOLE DISPOSITIVE POWER
 
    460,034
10
SHARED DISPOSITIVE POWER
 
    - 0 -
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
    460,034
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
 o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
    9.5%
14
TYPE OF REPORTING PERSON
 
    OO

3

CUSIP NO. 776338 20 4
 
1
NAME OF REPORTING PERSON
 
    WARREN G. LICHTENSTEIN
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
  (a) o
  (b) o
3
SEC USE ONLY
 
4
SOURCE OF FUNDS
 
    OO
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
 
 o
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
    USA
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7
SOLE VOTING POWER
 
    460,034
8
SHARED VOTING POWER
 
    - 0 -
9
SOLE DISPOSITIVE POWER
 
    460,034
10
SHARED DISPOSITIVE POWER
 
    - 0 -
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
    460,034
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
  o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
    9.5%
14
TYPE OF REPORTING PERSON
 
    IN

4

CUSIP NO. 776338 20 4
 
The following constitutes Amendment No. 19 (“Amendment No. 19”) to the Schedule 13D filed by the undersigned.  This Amendment No. 19 amends the Schedule 13D as specifically set forth.
 
Item 4.                                Purpose of Transaction.
 
Item 4 is hereby amended to add the following:
 
On December 4, 2007, the New Jersey Superior Court, Chancery Division, Essex County (the “State Court”), approved the Stipulation of Settlement made as of October 12, 2007 by and among the Issuer, certain of its directors and officers, Steel Partners II and certain of Steel Partners II’s affiliates (the “Stipulation”).  The Stipulation provides for the dismissal of a derivative lawsuit initiated by Steel Partners II in the State Court as well as the dismissal of an action brought by Steel Partners II in May 2005 in the United States District Court for the District of New Jersey against certain individual officers and directors of the Issuer.  In addition, the Stipulation contains certain standstill arrangements between Steel Partners II and the Issuer.  A copy of the Stipulation and a letter agreement relating to the Stipulation are attached to Amendment No. 18 to the Schedule 13D previously filed by the undersigned.
 
Item 5.                                Interest in Securities of the Issuer.
 
Item 5(a) is hereby amended and restated to read as follows:
 
(a)           The aggregate percentage of Shares reported owned by each person named herein is based upon 4,842,417 Shares outstanding based on the Issuer’s Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2007.
 
As of the close of business on December 5, 2007, Steel Partners II beneficially owned 460,034 Shares, constituting approximately 9.5% of the Shares outstanding.  As the general partner of Steel Partners II, Partners LLC may be deemed to beneficially own the 460,034 Shares owned by Steel Partners II, constituting approximately 9.5% of the Shares outstanding.  By virtue of his positions with Steel Partners II and Partners LLC, Mr. Lichtenstein may be deemed to beneficially own the 460,034 Shares owned by Steel Partners II, constituting approximately 9.5% of the Shares outstanding.
 
[Signature Page Follows]

5

CUSIP NO. 776338 20 4

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:  December 6, 2007
STEEL PARTNERS II, L.P.
   
 
By:
Steel Partners, L.L.C.
General Partner
   
 
By:
/s/ Lauren Isenman
   
Lauren Isenman
As Attorney-In-Fact for Warren G. Lichtenstein,
Managing Member


 
STEEL PARTNERS, L.L.C.
   
 
By:
/s/ Lauren Isenman
   
Lauren Isenman
As Attorney-In-Fact for Warren G. Lichtenstein,
Managing Member


 
/s/ Lauren Isenman
 
LAUREN ISENMAN
As Attorney-In-Fact for Warren G. Lichtenstein


 
6

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