sec document

-----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, O2wdMi5YLEA/FEcG0opJfCJZuiVIseripCoUChScygDaT+exCxL7J+cdJhhNKwmx BTCnQ730zWtEZXnh13QGeA== 0000921895-03-000146.txt : 20030326 0000921895-03-000146.hdr.sgml : 20030325 20030325182305 ACCESSION NUMBER: 0000921895-03-000146 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20030326 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: 03616676 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 L P CENTRAL INDEX KEY: 0000915653 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 150 EAST 52ND STREET STREET 2: 21ST FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 BUSINESS PHONE: 212-813-1500 MAIL ADDRESS: STREET 1: 150 EAST 52ND STREET, 21ST FLOOR CITY: NY STATE: NY ZIP: 10022 SC 13D/A 1 sc13da1501874015_03242003.htm sec document

SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
--------------

SCHEDULE 13D
(Rule 13d-101)

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO
RULE 13d-2(a)

(Amendment No. 15)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)

March 21, 2003
--------------
(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 Rule 13d-1(e), 13d-1(f) or 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 Rule 13d-7
for other parties to whom copies are to be sent.

(Continued on following pages)

(Page 1 of 26 Pages)

- --------
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).

- ------------------------- ---------------------
CUSIP No. 776338 20 4 13D Page 2 of 26 Pages
- ------------------------- ---------------------

================================================================================
1 NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

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 OF ORGANIZATION

DELAWARE
- --------------------------------------------------------------------------------
NUMBER OF 7 SOLE VOTING POWER
SHARES
BENEFICIALLY 360,397 (1)
OWNED BY
EACH
REPORTING
PERSON WITH -----------------------------------------------------------------
8 SHARED VOTING POWER

- 0 -
-----------------------------------------------------------------
9 SOLE DISPOSITIVE POWER

360,397 (1)
-----------------------------------------------------------------
10 SHARED DISPOSITIVE POWER

- 0 -
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON

360,397 (1)
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* / /
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

9.8%
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*

PN
================================================================================

*SEE INSTRUCTIONS BEFORE FILLING OUT!

(1) Consists of (a) 359,297 Shares of Common Stock owned directly and
(b) 1,100 Shares of Common Stock issuable upon conversion of 12%
Cumulative Convertible Preferred Stock.

- ------------------------- ---------------------
CUSIP No. 776338 20 4 13D Page 3 of 26 Pages
- ------------------------- ---------------------

================================================================================
1 NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

WARREN G. LICHTENSTEIN
- --------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) / /
(b) / /
- --------------------------------------------------------------------------------
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) / /
- --------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION

USA
- --------------------------------------------------------------------------------
NUMBER OF 7 SOLE VOTING POWER
SHARES
BENEFICIALLY 360,397 (1)
OWNED BY
EACH
REPORTING
PERSON WITH -----------------------------------------------------------------
8 SHARED VOTING POWER

- 0 -
-----------------------------------------------------------------
9 SOLE DISPOSITIVE POWER

360,397 (1)
-----------------------------------------------------------------
10 SHARED DISPOSITIVE POWER

- 0 -
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON

9.8%
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*

IN
================================================================================

*SEE INSTRUCTIONS BEFORE FILLING OUT!

(1) Consists of (a) 359,297 Shares of Common Stock owned directly and
(b) 1,100 Shares of Common Stock issuable upon conversion of 12%
Cumulative Convertible Preferred Stock.

- ------------------------- ---------------------
CUSIP No. 776338 20 4 13D Page 4 of 26 Pages
- ------------------------- ---------------------

The following constitutes Amendment No. 15 ("Amendment No. 15") to
the Schedule 13D filed by the undersigned. This Amendment No. 15 amends the
Schedule 13D as specifically set forth.

Item 4 is hereby amended to include the following:

Item 4. Purpose of Transaction.
----------------------

On March 21, 2003, the Reporting Persons sent a letter to the Board
of Directors of the Issuer (the "Board") discussing their disappointment with
respect to the performance of the Issuer's management and the excessive
compensation paid to Louis V. Aronson II, as the Issuer's Chief Executive
Officer, and certain directors affiliated to Mr. Aronson, relative to their
percentage ownership of outstanding shares of Common Stock. Reference is made to
a copy of the letter attached hereto as Exhibit 13. The letter was accompanied
by a copy of the Complaint (as hereinafter defined) described below.

On March 24, 2003, the Reporting Persons, derivatively on behalf of
the Issuer, filed a Complaint (the "Complaint") with the Superior Court of New
Jersey Chancery Division: Essex County against Messrs. Louis V. Aronson II,
Robert A Aronson, Erwin M. Ganz, I. Leo Motiuk, Gerard J. Quinnan, Justin P.
Walder, Saul H. Weisman, and Carl W. Dinger III (collectively, the "Defendants")
and the Issuer, as a nominal defendant. The Complaint alleges that the members
of the Board breached their duty to the Issuer's shareholders by engaging in
activities that entrenched their positions in the Board and wasted corporate
assets. The Complaint also alleged that majority of the Board is not
disinterested because of consulting agreements certain directors have with the
Issuer and the influence exerted by Louis V. Aronson II, the Issuer's Chief
Executive Officer and principal shareholder, over them. More specifically, the
Complaint stated, among others things, that the Board adopted a shareholder
rights agreement (the "Poison Pill"), implemented a vote-buying scheme designed
to prevent a sale, merger, or liquidation of the Issuer's assets, and effected a
transfer of control of the Issuer to Louis V. Aronson II without any
consideration. The Complaint also stated that the Defendants use their control
over the Issuer to unlawfully protect and advance their own financial interests
at the expense of the Issuer and its shareholders. Such acts include, but not
limited to, paying excessive compensation to Louis V. Aronson II as the Issuer's
Chief Executive Officer. The Complaint requested the court, among other things,
to invalidate the Issuer's Poison Pill and consulting agreements with certain
Defendants, to serve an injunction prohibiting the Issuer from enforcing or
performing sham agreements with certain Defendants, and to order Louis V.
Aronson II to divest himself of all shares of Common Stock that he acquired
since the Poison Pill came into effect, and enjoining him from acquiring any
other shares of Common Stock so long as the Poison Pill remains in effect.

Items 5(a) and (b) are hereby amended in their entirety to read as
follows:

- ------------------------- ---------------------
CUSIP No. 776338 20 4 13D Page 5 of 26 Pages
- ------------------------- ---------------------

Item 5. Interest in Securities of the Issuer.
------------------------------------

(a)-(b) The aggregate percentage of Shares reported owned by each
person named herein is based upon 3,659,210 Shares outstanding, which is the
total number of Shares outstanding as reported in the Issuer's Quarterly Report
on Form 10-Q for the fiscal quarter ended September 30, 2002.

As of the close of business on March 21, 2003, Steel Partners II
beneficially owned 360,397 Shares, constituting approximately 9.8% of the Shares
outstanding. Mr. Lichtenstein beneficially owned 360,397 Shares, constituting
approximately 9.8% of the Shares outstanding. By virtue of his positions with
Steel Partners II, Mr. Lichtenstein has sole voting and dispositive power with
respect to the 360,397 Shares owned by Steel Partners II.

Item 7 is hereby amended to include the following:

Item 7. Material to be Filed as Exhibits.
--------------------------------

13. Letter from Steel Partners II, L.P. addressed to Louis V.
Aronson and the members of the Board of Directors of the
Issuer dated March 21, 2003.

14. Complaint in the Superior Court of New Jersey Chancery
Division: Essex County by Steel Partners II, L.P. derivatively
on behalf of the Issuer versus Messrs. Louis V. Aronson II,
Robert A Aronson, Erwin M. Ganz, I. Leo Motiuk, Gerard J.
Quinnan, Justin P. Walder, Saul H. Weisman, and Carl W. Dinger
III.

- ------------------------- ---------------------
CUSIP No. 776338 20 4 13D Page 6 of 26 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: March 25, 2003 STEEL PARTNERS II, L.P.

By: Steel Partners, L.L.C.
General Partner

By: /s/ Warren G. Lichtenstein
----------------------------------
Name: Warren G. Lichtenstein
Title: Chief Executive Officer

/s/ Warren G. Lichtenstein
--------------------------------------
WARREN G. LICHTENSTEIN

- ------------------------- ---------------------
CUSIP No. 776338 20 4 13D Page 7 of 26 Pages
- ------------------------- ---------------------

Exhibit Index
-------------

The Exhibit Index is hereby amended to include the following:

Page

13. Letter from Steel Partners II, L.P. addressed to 8
Louis V. Aronson and the members of the Board of
Directors of Ronson Corporation dated March 21, 2003

14. Complaint in the Superior Court of New Jersey 11
Chancery Division: Essex County by Steel Partners
II, L.P. derivatively on behalf of Ronson
Corporation versus Messrs. Louis V. Aronson II,
Robert A Aronson, Erwin M. Ganz, I. Leo Motiuk,
Gerard J. Quinnan, Justin P. Walder, Saul H.
Weisman, and Carl W. Dinger III.

- ------------------------- ---------------------
CUSIP No. 776338 20 4 13D Page 8 of 26 Pages
- ------------------------- ---------------------

EXHIBIT 13

STEEL PARTNERS II, LLC
150 East 52nd Street, 21st Floor
New York, New York 10022
(212) 813-1500

March 21, 2003

Louis V. Aronson &
Board of Directors
Ronson Corporation
Corporate Park III, Campus Drive
P.O. Box 6707
Somerset, NJ 08875

Dear Sirs:

The corporate world has entered a new era. Heightened public
disclosure, together with the public awareness of actions of managements and
Boards of Directors, has resulted in stronger corporate governance and resulting
accountability. Irresponsible management teams and the Boards that permit
inappropriate behavior are no longer tolerated. Managers who endorse or
participate in wrongful practices are being exposed. Boards of Directors that
fail to act prudently to protect the rights of shareholders are also being
exposed and their cronyism is being questioned. Please note the recent events at
Adelphia, Tyco, Enron, and WorldCom.

Steel Partners II, L.P. is very concerned about the continuing
inequities by the insiders of Ronson Corporation ("Ronson" or the "Company")
that are being perpetrated at the expense of the Ronson shareholders. Ronson's
stock has continued to drop and is down to $1.00 today from $3.75 in 1998, a 73%
loss. Ronson's employees have suffered a decrease of over $1.5 million (over
30%) in the value of their pension fund since 1998, and much of this decrease
was from the pension fund's investment in Ronson stock. In 2001, Mr. Aronson
earned over $680,000 in total compensation, plus benefits, plus stock options, a
shocking compensation level relative to the size of the Company and its
profitability. In fact, since 1999, his total compensation (not including the
stock options he has been granted and which have not been expensed) has equaled
or exceeded the pre-tax profit of the Company during that period. We expect this
has continued unabated in 2002 and 2003.

Unfortunately, it gets worse. When we look at the entitlement
programs for Mr. Aronson, his friends, his family, and the options on Mr.
Dinger's stock, which the company is paying for so that the Board can vote to
further entrench the Ronson insiders, we find one of the worst misappropriations
of value in our experience.

As it is a little complicated, we have provided a chart using the
Company's data to show what we mean.

- ------------------------- ---------------------
CUSIP No. 776338 20 4 13D Page 9 of 26 Pages
- ------------------------- ---------------------

Ronson Corporation (in $000s) FY1999 FY2000 FY2001

(1) Profit Before Taxes (PBT) per Ronson's 10-K $ 390 $ 678 $ 856
(2) Aronson's share percentage (25.6%) of PBT $ 100 $ 174 $ 219
(3)
(4) Aronson Salary per Ronson's proxy $ 529 $ 566 $ 606
(5) Aronson Bonus per Ronson's proxy $ 43 $ 48 $ 60
(6) Aronson Other Compensation per Ronson's proxy $ 13 $ 13 $ 14
(7) Payroll Burden (estimated 25%) $ 146 $ 157 $ 170
(8) Ganz "consulting" agreement $ 88 $ 88 $ 88
(9) Quinnan "consulting" agreement $ 40 $ 40 $ 45
(10) Michael Graphics (company owned by son-in-law) $ 80 $ 80 $ 80
(11) Dinger "consulting" and option agreements $ 132 $ 132 $ 132
------------------------------------
(12) Total Aronson and Friends Compensation $1,071 $1,123 $1,195
(13)
(14) Aronson's and friends compensation plus share of PBT
(line 2 + line 12) $1,171 $1,297 $1,414
(15)
(16) Profit Before Aronson and friends' Compensation and Taxes
(line 1 + line 12) $1,461 $1,801 $2,051
(17)
(18) Percent allocated to Lou Aronson and friends
(line 14/line 16) 80.1% 72.0% 68.9%
(19) (versus his ownership percentage) 25.6% 25.6% 25.6%

What this chart clearly shows is that Mr. Aronson and Messrs. Ganz,
Quinnan, Dinger and Mr. Aronson's son-in-law ("the Friends of Lou") have
received in compensation from 1999 to 2001, approximately 69% to 80% of the
adjusted pre-tax earnings generated by the Company. The shareholders are getting
the left-overs. This is corporate greed at its worst.

The shareholders are shocked by Ronson's corporate behavior.
Institutional Shareholder Services, an independent proxy monitoring agency,
issued a strong statement prior to the last annual meeting and shareholder vote.
Their recommendation to shareholders was to WITHHOLD a vote for Lou Aronson to
be elected to the Board and to vote FOR the shareholder proposal to eliminate
the poison pill. ISS suggested that Lou Aronson does not operate an independent
Board including "standing as an insider on the nominating committee and ...
fail[ing] to establish an independent compensation committee." And regarding the
current pill, ISS stated that it was "unwarranted and the company should redeem
it." ISS believes that Ronson has far too many takeover protections.

We believe that Ronson's Shareholders are entitled to answers from
the Ronson Board of Directors to three simple questions:

o Why doesn't Ronson have an independent Board of Directors, with
independent nominating, compensation and audit committees?
o Why doesn't Ronson have a declassified Board of Directors, so that
all directors are elected annually?
o Why doesn't Ronson hire an investment banker to explore the
strategic options of the Company?

A final note. Steel Partners is a long-term investor. In fact, we
have owned stock in Ronson since June, 1996. When we find that a management team
is more interested in its own profit than that of the shareholders and that a
Board of Directors does not exercise its fiduciary obligations to shareholders,
we are left with no choice but to protect our rights as shareholders.

- ------------------------- ---------------------
CUSIP No. 776338 20 4 13D Page 10 of 26 Pages
- ------------------------- ---------------------

Therefore, enclosed you will find a copy of a Complaint we are
filing with the New Jersey Superior Court to redress the Board's conduct and to
establish a level playing field for corporate democracy.

If you would like to discuss any of the issues we have presented,
please feel free to contact me.

Sincerely,

/s/ Warren Lichtenstein
-------------------------------------
Warren G. Lichtenstein
Managing Member of General Partner

cc: Louis V. Aronson II
Robert A. Aronson
Erwin M. Ganz
Gerard J. Quinnan
Justin P. Walder
Saul H. Weisman
I. Leo Motiuk

- ------------------------- ---------------------
CUSIP No. 776338 20 4 13D Page 11 of 26 Pages
- ------------------------- ---------------------

EXHIBIT 14

COMPLAINT

Thomas D. Kearns
Olshan Grundman Frome
Rosenzweig & Wolosky, LLP
100 Hamilton Plaza, Ste. 402
Paterson, New Jersey 07505
Attorneys for Plaintiff Steel Partners II, L.P.

- ---------------------------------------------------

STEEL PARTNERS II, L.P., derivatively on behalf of SUPERIOR COURT OF NEW
RONSON CORPORATION, a New Jersey corporation, JERSEY CHANCERY
DIVISION: ESSEX COUNTY
Plaintiff, DOCKET NO: ESX-C- -03

-against-

LOUIS V. ARONSON II, ROBERT A. ARONSON,
ERWIN M. GANZ, I. LEO MOTIUK, GERARD J. VERIFIED COMPLAINT
QUINNAN, JUSTIN P. WALDER, SAUL H.
WEISMAN, and CARL W. DINGER III,

Defendants,

-and-

RONSON CORPORATION,

Nominal Defendant.
- -------------------------------------------------

Plaintiff, Steel Partners II, L.P., derivatively on behalf of
nominal defendant Ronson Corporation, by its attorneys, Olshan Grundman Frome
Rosenzweig & Wolosky LLP, for its Complaint alleges as follows:

NATURE OF THE ACTION

1. This is a shareholder's derivative action against Ronson's Board
of Directors as described in paragraphs 7 through 13 below (the "Director
Defendants").

2. Plaintiff owns 360,397 shares of the common stock of Ronson,
which represent approximately 9.9% of those outstanding, and has owned such
shares at all times relevant to this Complaint. It brings this action
derivatively to redress the Director Defendants' breaches of their fiduciary
duties to plaintiff, Ronson, and its other shareholders.

3. Through the conduct alleged herein, the Director Defendants have
entrenched themselves to the detriment of the Company and its shareholders. This
conduct includes adoption of a poison-pill shareholder rights agreement, a
vote-buying scheme designed to prevent a sale, merger, or liquidation of
Ronson's assets, and effect a transfer of control over Ronson to defendant Louis
Aronson without any consideration. These transactions have no legitimate
business purpose, and are designed solely to perpetuate Louis Aronson's, control
over Ronson, and the perqs of the Director Defendants who serve at his pleasure.
The Director Defendants have wasted Ronson's assets in the vote-buying scheme.

- ------------------------- ---------------------
CUSIP No. 776338 20 4 13D Page 12 of 26 Pages
- ------------------------- ---------------------

4. Louis Aronson and the other Director Defendants use their control
over Ronson to unlawfully protect and advance their own financial interests at
the expense of plaintiff, Ronson, and its other shareholders. This control also
has enabled the Director Defendants to further waste Ronson's assets by paying
excessive compensation to Louis Aronson as Ronson's Chief Executive Officer.

THE PARTIES

5. Plaintiff Steel Partners II, L.P. ("Steel Partners") is a
Delaware limited partnership with its principal place of business at 150 East
52nd Street, 21st Floor, New York, New York 10022. Steel Partners is an
investment fund whose principal activity is the purchase and sale of securities
of publicly traded companies, generally in the small-cap market, i.e., companies
with market capitalizations below $250 million. It is, and at all times relevant
hereto has been, the beneficial owner of shares of Ronson's common stock (the
"Common Stock").

6. Nominal defendant Ronson Corporation ("Ronson" or "the Company")
is a corporation duly organized and existing under the laws of the State of New
Jersey, with its executive offices in Somerset, New Jersey.

7. Defendant Louis V. Aronson II ("Louis Aronson") is the Company's
80-year old Chief Executive Officer, President, and largest stockholder. These
positions came to Louis Aronson by inheritance. Louis Aronson's grandfather
founded the Company more than a century ago, and Louis Aronson has been a
director of the Company since 1952. He receives total annual compensation of
more than $700,000 from the Company. He also participates in the Company's
stock-option plan and enjoys other benefits, such as use of the Company's
charter jet. As of August 6, 2002, Louis Aronson beneficially owned
approximately 937,964 shares of Common Stock, including options to purchase
31,500 shares.

8. Defendant Robert A. Aronson ("Robert Aronson") is the son of
Louis Aronson, and is a former employee of the Company. He has been a director
of the Company since 1993. As of August 6, 2002, Robert Aronson beneficially
owned approximately 7,347 shares of Common Stock.

9. Defendant Erwin M. Ganz ("Ganz"), who retired from the Company in
1990, has been a director of the Company since 1976, and also has a consulting
agreement with the Company. During 2001, the Company paid Ganz $87,000 under
that agreement, permitted him to participate in the Company's health and life
insurance plans, and also provided him with the use of an automobile. As of
August 6, 2002, Ganz beneficially owned approximately 31,124 shares of Common
Stock.

- ------------------------- ---------------------
CUSIP No. 776338 20 4 13D Page 13 of 26 Pages
- ------------------------- ---------------------

10. Defendant Gerard J. Quinnan ("Quinnan"), who retired from the
Company in 1993, has been a director of the Company since 1996, and also had a
consulting agreement with the Company. During 2001, the Company paid Quinnan
$43,365 under that agreement. As of August 6, 2002, Quinnan beneficially owned
approximately 3,675 shares of Common Stock.

11. Defendant Justin P. Walder ("Walder") is the Company's Secretary
and Assistant Corporation Counsel, and also has been a director of the Company
since 1972. As of August 6, 2002, Walder beneficially owned approximately 52,503
shares of Common Stock, including options to purchase 7,350 shares. Walder is
also a principal in Walder, Hayden & Brogan, D.A., Attorneys at Law, a firm
retained by the Company and its affiliates to perform legal services.

12. Defendant I. Leo Motiuk ("Motiuk") has been a director of the
Company since 1999. As of August 6, 2002, Motiuk beneficially owned
approximately 2,625 shares of Common Stock.

13. Defendant Saul H. Weisman ("Weisman") has been a director of the
Company since 1978. As of August 6, 2002, Weisman beneficially owned
approximately 16,110 shares of Common Stock.

14. Defendant Carl W. Dinger III ("Dinger") is named herein as a
necessary party since the agreements that he has entered into with the Company
are the subject of this action.

15. As of August 6, 2002, the Director Defendants either
beneficially owned, or exercised voting control of, more than 35% of the
outstanding Common Stock.

16. A majority of the Company's Board of Directors is not made up of
disinterested directors.

17. By virtue of their positions as directors and/or officers of
Ronson, their exercise of control over the business and corporate affairs of
Ronson, and their substantial ownership of the principal voting shares of
Ronson, the Director Defendants have and at all relevant times have had the
power to control and influence Ronson, and did control and influence and cause
Ronson to engage in the practices complained of herein.

- ------------------------- ---------------------
CUSIP No. 776338 20 4 13D Page 14 of 26 Pages
- ------------------------- ---------------------

STATEMENT OF FACTS

STEEL PARTNERS BUYS SOME RONSON COMMON STOCK AND OFFERS TO BUY THE REST

18. According to Ronson's most recent Report on Form 10-K filed with
the Securities and Exchange Commission (the "SEC"), Ronson manufactures and
distributes lighters, lighter fluid, spray lubricant, and spot remover. Ronson
also operates an air-charter service -- with a single executive jet -- and a
helicopter-repair service. As of December 31, 2001, Ronson employed a total of
113 persons.

19. The Common Stock, par value $1.00, of which 3,659,210 shares
were outstanding as of October 31, 2002, is publicly traded on the NASDAQ
SmallCap Market. The Common Stock is Ronson's only class of voting securities.

20. In June 1996, Steel Partners began to acquire Common Stock on
the open market. In early 1998, Steel Partners filed a Schedule 13D with the
SEC, disclosing that it beneficially owned 189,699 shares of Common Stock,
representing approximately 6.0% of all shares then outstanding. In this filing,
Steel Partners stated its view that the Common Stock was underperforming both
industry and broader market averages because Ronson operated two unrelated
businesses -- consumer products and air charter. Steel Partners further stated
its belief that the value to shareholders from the sale, merger, or liquidation
of Ronson's assets was greater than the Common Stock's then market price of more
than $3.00 per share.

21. Steel partners continued to purchase Common Stock on the open
market. In May 1998, Steel Partners increased its ownership of Common Stock to
7.6%. In July 1998, it increased that ownership to 8.7%.

22. Steel Partners also recommended to Ronson's management four
steps to improve the Company's poor performance and enhance shareholder value:
(i) create a more independent Board of Directors; (ii) eliminate related-party
transactions; (iii) reduce wasteful corporate overhead; and (iv) sell the
aviation division and reinvest in the core consumer-products division.

- ------------------------- ---------------------
CUSIP No. 776338 20 4 13D Page 15 of 26 Pages
- ------------------------- ---------------------

23. The Director Defendants did not respond to nor implement these
recommendations.

24. In August 1998, Steel Partners offered to purchase all of Louis
Aronson's Common Stock for $5.00 per share in cash, a nearly 38% premium over
the then market price. Steel Partners stated that, if Louis Aronson would accept
this offer, it would extend the offer to all other shareholders.

THE DIRECTOR DEFENDANTS ENTRENCH THEMSELVES

25. Louis Aronson angrily rejected Steel Partners' offer, stating
that he "cannot think of a greater disservice [he] could do to [Ronson's]
stockholders than to turn control over to [Steel Partners]."

26. Louis Aronson and the rest of the Defendant Directors promptly
took steps to entrench themselves in their positions and transfer control to
Louis Aronson. Their first step was purchase the votes of Dinger, then a 6%
shareholder of Ronson. To secure voting control over Dinger's shares, the Board
entered into a sham option agreement with Dinger, giving Ronson the right to
purchase his shares at a price well above market value, in exchange for a
monthly payment of $4,000. To sweeten the deal with Dinger, the Director
Defendants also agreed to pay him a $7,000 monthly consulting fee. In this same
agreement, Dinger granted the Director Defendants a proxy to vote his shares.

27. This sham agreement was amended in 2000 -- and extended four
more years -- to continue the out-of-the money option to purchase Dinger's
shares of Common Stock.

28. At the same time, the Company sold 227,500 shares of newly
issued Common Stock to Dinger at a price of $2.50 per share, raising Dinger's
ownership of the outstanding Common Stock to 11.99%. These arrangements were
also a sham, as Ronson had no need for Dinger's consulting services and the
stock purchase was effectively subsidized by the Company's payments to Dinger
under the option and consulting agreements. The "purchase" was simply
orchestrated to further cement Louis Aronson's control over the Company.

29. On the eve of Ronson's 1998 shareholders' meeting, the Director
Defendants imposed, without seeking shareholder approval, a shareholder-rights
agreement (the "Poison Pill") designed to prevent anyone from purchasing
sufficient Common Stock to threaten Louis Aronson's control of the Company.
Under the Poison Pill, acquisition of 12% or more of the Common Stock would
trigger heavy dilution of the "Acquiring Person's" interest in Ronson. The
Poison Pill expressly excludes defendant Louis Aronson and his heirs from the
definition of "Acquiring Person," leaving them free to increase their
shareholdings.

30. Defendant Louis Aronson has indeed exploited this dynastic
opportunity. In the month before adoption of the Poison Pill, the Company
reported that Louis Aronson beneficially owned 794,291 shares of Common Stock.
Since then, according to the Company's most recent report, Louis Aronson has
increased his beneficial ownership of Common Stock to 937,964 shares.

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CUSIP No. 776338 20 4 13D Page 16 of 26 Pages
- ------------------------- ---------------------

31. In May 1999, Steel Partners offered to purchase all outstanding
Common Stock for $5.25 per share, a 100% premium over the then market price. The
Defendant Directors refused even to negotiate this offer. The Director
Defendants purported to base this refusal on their belief that the Company was
"on sound footing and well established for long term profit and growth." The
Director Defendants also rebuffed Steel Partners' subsequent efforts for a
face-to-face meeting to discuss the Director Defendants' basis for this
purported belief.

SAFE FROM POTENTIAL CHALLENGES TO THEIR CONTROL, THE DEFENDANT
DIRECTORS LINE THEIR POCKETS WHILE RONSON'S MARKET CAPITALIZATION PLUNGES

32. Subsequently events have exposed the folly and falsity of the
Director Defendants' purported belief in Ronson's "long term profit and growth."
Indeed, Ronson's shareholders have suffered heavily from the Director
Defendants' tactics of entrenchment. Through the transactions and arrangements
described above, the Director Defendants have placed voting control over more
than 36% of Ronson's stock in the hands of defendant Aronson, and precluded
anyone else from acquiring more than 12%. Since the Director Defendants have
transferred effective control to defendant Louis Ronson without seeking the
maximum price for that control -- and isolated Ronson from market forces that
could have led to a sale of Ronson's assets or new management -- the Company's
market performance has declined substantially. Meanwhile, the Director
Defendants have consumed the Company's earnings and transferred its assets to
their own pockets.

33. On March 3, 2003, the Common Stock's market price closed at
$0.98 per share, a decrease of more than 70% from the closing market price on
the day of Steel Partners' August 1998 offer to buy the Company, and a 58%
decrease from the closing market price on the day of Steel Partners' May 1999
offer to buy the Company. Ronson's market capitalization at this share price is
less than one-half of the value of Ronson's current assets as of September 30,
2002.

34. Ronson's business is correspondingly dismal. For the first nine
months of 2002, Ronson reported that its continuing operations lost
approximately $7,000 per month on average monthly sales of approximately
$602,000. Ronson's only reported positive earnings during this period were from
discontinued operations.

35. Ronson's average monthly cash flow during this period was deeply
negative: approximately $42,900 per month despite net borrowings of
approximately $65,780 per month.

36. Insulated from all shareholder challenge, Defendant Louis
Aronson, with the support of the remaining Director Defendants, has used his
control to enrich himself and his cronies. In 1999, for example, the expenses of
Louis Aronson's compensation, and Ganz's and Quinnan's consulting agreements,
were equal to more than 180% of Ronson's reported pre-tax earnings for that
year. This does not include Ronson's payments to Dinger, which equalled
one-third of Ronson's reported 1999 pre-tax earnings. Mr. Aronson and Messrs.
Ganz, Quinnan, Dinger and Mr. Aronson's son in law ("the Friends of Lou")
collectively received more than 70% of Ronson's pre-tax earnings from 1999
through 2001, leaving shareholders with mere crumbs. These payments are
especially shocking and wasteful in light of Louis Aronson's non-existent
contribution to the Company's business activities and the similar
non-performance of "consultants" Ganz, Quinnan and Dinger. This is corporate
greed at its worst.

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CUSIP No. 776338 20 4 13D Page 17 of 26 Pages
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37. Institutional Shareholder Services ("ISS"), America's leading
independent proxy monitoring agency and one of the foremost experts on corporate
governance, issued a strong statement prior to Ronson's 2002 annual meeting
condemning the Director Defendants. Their recommendation to Ronson shareholders
was to withhold a vote for Louis Aronson to be elected to the Board and to vote
for the shareholder proposal to eliminate the Poison Pill. ISS suggested that
Louis Aronson did not operate an independent Board, by, among other things,
"standing as an insider on the nomination committee and ... fail[ing] to
establish an independent compensation committee." Regarding the Poison Pill, ISS
stated that it was "unwarranted and the Company should redeem it."

38. At 2002 annual meeting, however, the Director Defendants ignored
the independent voice of ISS. They used their voting control, including the
Dinger shares and the Ronson Corporation Retirement Plan's shares, to defeat a
shareholder resolution calling on the Director Defendants to redeem the rights
granted under the Poison Pill. They also re-elected Louis Aronson to the Board.
While Ronson has not yet released its 2002 financial statements, there can be no
doubt that the Director Defendants rapacious diversion of Ronson's dwindling
earnings has continued.

DERIVATIVE ALLEGATIONS

39. Plaintiff brings this action derivatively for the benefit of
Ronson to redress injuries suffered and to be suffered by Ronson as a direct
result of the breaches of fiduciary duty by the Director Defendants.

40. Plaintiff has owned Common Stock during the wrongful course of
conduct by the Director Defendants alleged herein and continues to own Common
Stock.

41. Plaintiff will adequately and fairly represent the interests of
Ronson and its shareholders in enforcing and prosecuting its rights and has
retained counsel competent and experienced in stockholder-derivative litigation.

DEMAND ON RONSON'S BOARD OF DIRECTORS IS EXCUSED AS FUTILE

42. Plaintiff hereby realleges and incorporates the allegations set
forth in paragraphs 1 through 41 above as if fully set forth herein.

43. Demand on Ronson's Board of Directors would be futile and
useless and is thereby excused because the Board has shown through its conduct
over the past several years that it cannot independently and impartially
consider a demand. The Board has exhibited hostility towards all shareholder
efforts at reform, and the Director Defendants have taken steps to entrench
themselves.

44. Plaintiff has made no demand on Ronson's Board of Directors to
rectify the wrongs complained of herein because a majority of the Director
Defendants (if not all of them) benefited from the unlawful conduct described
here and suffer from conflicts of interest and divided loyalties that preclude
them from exercising independent business judgment:

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CUSIP No. 776338 20 4 13D Page 18 of 26 Pages
- ------------------------- ---------------------

a. Louis Aronson, Ronson's largest shareholder, placed his
self-interest above his duty to Ronson and its shareholders by imposing the
Poison Pill, acquiring additional Common Stock under the Poison Pill's
preclusive exemption for those acquisitions, entering into the Dinger
vote-buying scheme, and wasting corporate assets, including awarding himself
excessive compensation. Louis Aronson has effectively treated Ronson as if it
were still a private company owned by his family. He also has used his position,
and the Company's assets, to dominate the other Director Defendants in the Board
actions alleged herein.

b. Defendant Robert Aronson is beholden to his father, Louis
Aronson, for his Board position, and his filial loyalty to Louis Aronson
conflicts with his duty of loyalty to Ronson and its shareholders.

c. Defendant Ganz, 73, is a retired long-term executive of the
Company. From 1975 until his retirement in 1993, Ganz was Ronson's Executive
Vice-President. From 1987 until 1993, he also filled the post of Chief Financial
Officer. In both of these positions, Ganz reported directly to Louis Aronson.
Since Ganz's retirement, he has remained beholden to Louis Aronson for his Board
position and for consulting income. Under his consulting agreement, Ganz
received $87,500 in 2001 (the last reported year), plus benefits and a car.
Louis Aronson has the power to terminate this agreement on 180 days notice.

d. Defendant Quinnan, 74, is also a retired Company executive.
From 1981 until his retirement in1990, Quinnan was a Vice-President and also
General Manager of Ronson Consumer Products Corporation. In those positions, he
reported directly to Louis Aronson. Since Quinnan's retirement, he has remained
beholden to Louis Aronson for consulting income. Under his consulting agreement,
Quinnan received $45,375 in 2001 (the last reported year), plus a car. Louis
Aronson has the power to terminate this agreement on 60 days notice. Since 1996,
Quinnan also has been beholden to Lousis Aronson for his Board position.

e. Defendant Walder, 67, is a current employee of the Company.
From 1972 to the present, he has worked as Ronson's Assistant Corporate Counsel,
reporting directly to Louis Aronson. During that period, he also has been
beholden to Louis Aronson for his Board position. In addition to his employment
and directorship, Walder is a partner in an outside law firm that represents the
Company. In the latter capacity, he is beholden to Louis Aronson for hundreds of
thousands of dollars in legal fees that the Company has paid to Walder's firm
over the years.

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CUSIP No. 776338 20 4 13D Page 19 of 26 Pages
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f. Defendants Motiuk, 57, and Weisman, 77, are beholden to Louis
Aronson for their Board positions.

45. The actions of Louis Aronson and each of the other Board members
are directly at issue because they all have been involved in the various acts of
entrenchment.

SELECTION OF TRIAL COUNSEL

46. Steel Partners selects Olshan Grundman Frome Rosenzweig &
Wolosky LLP as its trial counsel in this action.

First Claim for Relief
(Against all Director Defendants -- Breach of Fiduciary Duty -- Entrenchment)

47. Plaintiff repeats and realleges the allegations of paragraphs 1
through 46 above as though fully set forth herein.

48. Defendants Louis Aronson, Robert Aronson, Ganz, Motiuk, Quinnan,
Walder, and Weisman, as directors and/or officers of Ronson at all times
relevant to this Complaint, were and are fiduciaries of Ronson's shareholders.
As such, they owed these shareholders, including plaintiff, the highest duties
of loyalty and care.

49. The Director Defendants breached these duties by adopting the
Poison Pill. Their purpose in doing so was transfer control to Louis Aronson
without any payment; to prevent Ronson's shareholders from exercising their
rights of corporate franchise; and to preclude any change in management or sale,
merger, or liquidation of Ronson's assets, which would have ended the Director
Defendants' personal financial benefits derived from their control of Ronson. By
exempting Louis Aronson from the Poison Pill, the Director Defendants ensured
that he could continue to accumulate shares, while others would be forced to
halt their purchases.

50. The Poison Pill unlawfully discriminates among Ronson's
shareholders by excluding Louis Aronson and his heirs from the definition of
"Acquiring Person."

51. The Poison Pill serves no legitimate business purpose, and the
Director Defendants exercised no business judgment in adopting it.

52. The Director Defendants also breached their fiduciary duties by
entering into the option and consulting agreements with Dinger.

53. The purpose of these agreements was to buy votes to entrench
Louis Aronson and the other Director Defendants in control over Ronson, thus
maintaining the benefits they derive from that control.

- ------------------------- ---------------------
CUSIP No. 776338 20 4 13D Page 20 of 26 Pages
- ------------------------- ---------------------

54. The agreements with Dinger are sham contracts, designed to
acquire control for Louis Aronson and stifle all shareholder dissent. The
Director Defendants exercised no business judgment in entering into them.

55. The Director Defendant have harmed Ronson's shareholders by
preventing them from exercising their corporate franchise, including to realize
maximum value through a sale, merger, or liquidation of Ronson's assets.

56. Alternatively, the Poison Pill and voting arrangement were an
improper, excessive and unlawful response to a perceived threat to management on
the part of Steel Partners.

57. Plaintiffs are entitled to an injunction invalidating the Poison
Pill and the Dinger vote-buying agreements.

58. Plaintiff has no adequate remedy at law.

WHEREFORE, plaintiff Steel Partners respectfully prays for an order
invalidating Ronson's shareholder-rights agreement and invalidating Ronson's
option and consulting agreements with defendant Dinger as breaches of the
Director Defendants' fiduciary duties to Ronson's shareholders, together with an
award to Steel Partners of its costs of suit and attorneys' fees.

- ------------------------- ---------------------
CUSIP No. 776338 20 4 13D Page 21 of 26 Pages
- ------------------------- ---------------------

Second Claim for Relief
(Against All Director Defendants --
Injunction against Enforcement or Performance of
Ronson's Agreements with Dinger -- Vote Buying)

59. Plaintiff repeats and realleges the allegations of paragraphs 1
through 59 above as if fully set forth herein.

60. The Company's consulting and option agreements with Carl Dinger
are sham agreements intended solely to transfer control to defendant Louis
Aronson, to stifle the exercise of the corporate franchise by Ronson
shareholders, and to perpetuate current management in office, irrespective of
the wishes of Ronson's shareholders.

61. Accordingly, the option and consulting agreements constitute a
preclusive and unlawful vote-buying scheme.

62. Based upon the foregoing, plaintiff is entitled to an injunction
prohibiting the Company from enforcing or performing these sham agreements.

63. Plaintiff has no adequate remedy at law.

WHEREFORE, plaintiff Steel Partners respectfully prays for an order
enjoining Ronson from further enforcing or performing its option and consulting
agreements with defendant Carl Dinger, which comprise an unlawful vote-buying
scheme that has defrauded and disenfranchised Ronson's shareholders by
permitting Ronson's Board of Directors to defeat a shareholder resolution to
redeem Ronson's shareholder-rights agreement, together with an award to Steel
Partners of its costs of suit and attorneys' fees.

Third Claim for Relief
(Against Louis Aronson -- Breach of Fiduciary Duty --
Preclusive Purchase of Common Stock)

64. Plaintiff repeats and realleges the allegations of paragraphs 1
through 64 above as if fully set forth herein.

- ------------------------- ---------------------
CUSIP No. 776338 20 4 13D Page 22 of 26 Pages
- ------------------------- ---------------------

65. Louis Aronson's acquisitions of Common Stock since the
imposition of the Poison Pill were possible only because he was expressly exempt
from its definition of "Acquiring Person."

66. Accordingly, all of Louis Aronson's acquisitions of Common
during this period unlawfully increased his control over Ronson in a way that
was barred to other shareholders or any potential acquiror.

67. Based upon the foregoing, plaintiff is entitled to an order
directing Louis Aronson to divest himself of all shares of Common Stock that he
has acquired since the Poison Pill came into effect, and enjoining him from
acquiring any other shares of Common Stock so long as the Poison Pill remains in
effect.

68. Plaintiff has no adequate remedy at law.

WHEREFORE, plaintiff Steel Partners respectfully prays for an order
directing defendant Louis Aronson to divest himself of all shares of Common
Stock that he has acquired since Ronson's shareholder-rights agreement came into
effect, and enjoining him from acquiring any other shares of Common Stock so
long as Ronson's shareholder-rights agreement remains in effect, together with
an award to Steel Partners of its costs of suit and attorneys' fees.

Fourth Claim for Relief
(Against All Corporate Defendants-- Breach of Fiduciary Duty-- Self-Interested
Transfer of Control to Louis Aronson without Seeking Maximum Value)

69. Plaintiff repeats and realleges the allegations of paragraphs 1
through 69 above as if fully set forth herein.

70. Defendants Louis Aronson, Robert Aronson, Ganz, Motiuk, Quinnan,
Walder, and Weisman, as directors and/or officers of Ronson at all times
relevant to this Complaint, were and are fiduciaries of Ronson's public
shareholders. As such, they owed these shareholders, including plaintiff, the
highest duties of loyalty and care.

- ------------------------- ---------------------
CUSIP No. 776338 20 4 13D Page 23 of 26 Pages
- ------------------------- ---------------------

71. Defendant Louis Aronson and the other Director Defendants
breached these duties by effectively transferring control of Ronson to defendant
Louis Aronson without seeking to obtain the maximum price for this transfer.

72. Louis Aronson's acquisition of Common Stock under Ronson's
shareholder-rights agreement, and Ronson's sales of newly issued Common Stock to
defendant Dinger coupled with his proxy for the Director Defendants to vote all
his shares, constitute an effective transfer of control over Ronson to Louis
Aronson.

73. Louis Aronson and the other Director Defendants undertook these
transactions without attempting to obtain the maximum price, from Steel Partners
or any other entity, for control of Ronson.

74. Louis Aronson and the other Director Defendants undertook these
transactions in their own self-interest to maintain the financial benefits they
derive from Louis Aronson's control over Ronson.

75. These transactions served no business purpose, and Louis Aronson
and the other Director Defendants exercised no business judgment in undertaking
them.

76. Based on the foregoing, plaintiff is entitled to an order
invalidating Ronson's shareholder-rights agreement and the Dinger proxy
agreement, directing Louis Aronson to divest himself of all shares of Common
Stock that he has acquired since the shareholder-rights agreement came into
effect, and directing defendant Dinger to divest himself of the newly issued
Common Stock that Ronson sold to him in March 2000.

77. Plaintiff has no adequate remedy at law.

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CUSIP No. 776338 20 4 13D Page 24 of 26 Pages
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WHEREFORE, plaintiff Steel Partners respectfully prays for an order
invalidating Ronson's shareholder-rights agreement and the Dinger proxy
agreement as part of a self-interested scheme by the Director Defendants to
transfer control over Ronson to defendant Louis Aronson, directing Louis Aronson
to divest himself of all shares of Common Stock that he has acquired since the
shareholder-rights agreement came into effect, and directing defendant Dinger to
divest himself of the newly issued Common Stock that Ronson sold to him in March
2000, together with an award to Steel Partners of its costs of suit and
attorneys' fees.

Fifth Claim for Relief
(Against All Corporate Defendants -- Breach of Fiduciary Duty -- Waste)

78. Plaintiff repeats and realleges the allegations of paragraphs 1
through 78 above as if fully set forth herein.

79. Defendants Louis Aronson, Robert Aronson, Ganz, Motiuk, Quinnan,
Walder, and Weisman, as directors and/or officers of Ronson at all times
relevant to this Complaint, were and are fiduciaries of Ronson's public
shareholders. As such, they owed these shareholders, including plaintiff, the
highest duties of loyalty and care.

80. The Director Defendants breached these duties by disbursing
Ronson's funds under its option and consulting agreements with Dinger.

81. Ronson received no benefit from its option agreement with
Dinger, the sole purpose of which was to perpetuate the Director Defendants'
control over Ronson.

82. Upon information and belief, Ronson received no benefit from its
consulting agreement with Dinger, the sole purpose of which was to perpetuate
Louis Aronson's and the other Director Defendants' control over Ronson.

83. Ronson's option and consulting agreements with Dinger served no
legitimate business purpose, and the Director Defendants exercised no business
judgment in entering into them.

84. Ronson's disbursement of funds to Dinger under its option and
consulting agreements with Dinger constitutes corporate waste.

85. The Director Defendants also breached their fiduciary duties to
plaintiff, Ronson, and its other shareholders by paying excessive compensation
to Louis Aronson in an amount to be determined at trial.

86. Ronson received no benefit from this excessive compensation, and
the Director Defendants exercised no business judgment in approving it.

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CUSIP No. 776338 20 4 13D Page 25 of 26 Pages
- ------------------------- ---------------------

87. Louis Aronson's level of compensation is excessive compared to
his dismal performance as Chief Executive Officer. Louis Aronson receives his
level of compensation only because of his and the other Director Defendants'
entrenchment of control over Ronson, and not on merit.

88. Under Louis Aronson's dismal management since the Director
Defendants' entrenchment in control of Ronson, the Common Stock has
significantly underperformed both the market as a whole and its industry peers.
This has harmed all Ronson shareholders except the Director Defendants,
especially Louis Aronson, who have received more in compensation and benefits
from Ronson than they have lost as shareholders.

89. Ronson's payment of excessive compensation to Louis Aronson
constitutes corporate waste.

90. Plaintiff has no adequate remedy at law.

WHEREFORE, plaintiff Steel Partners respectfully prays for a
judgment that the Director Defendants, jointly and severally, reimburse Ronson
for all funds disbursed to defendant Dinger under its option and consulting
agreements with Dinger, and all excessive compensation the Director Defendants
have paid to defendant Louis Aronson since entrenching themselves in control of
Ronson in 1998, together with an award to Steel Partners of its costs of suit
and attorneys' fees.

Dated: March 20, 2003

OLSHAN GRUNDMAN FROME
ROSENZWEIG & WOLOSKY LLP

By: /s/ Thomas D. Kearns
-------------------------------------
Thomas D. Kearns (N.J. Bar No.03881-1984)
Attorneys for Plaintiff
100 Hamilton Plaza, Ste. 402
Paterson, New Jersey 07505
(973) 569-0200

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CUSIP No. 776338 20 4 13D Page 26 of 26 Pages
- ------------------------- ---------------------

CERTIFICATION

We hereby certify that the subject matter of the within Complaint is
not the subject of any other action pending in any court, nor of any pending
arbitration proceeding, and that plaintiff Steel Partners II, L.P., does not
contemplate any other action or arbitration proceeding regarding this subject
matter.

Dated: March 20, 2003 OLSHAN GRUNDMAN FROME
ROSENZWEIG & WOLOSKY LLP
Attorneys for Plaintiff Steel Partners II, L.P.

By: /s/ Thomas D. Kearns
----------------------------------------
Thomas D. Kearns

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