Exhibit 99.2


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STEEL PARTNERS II, L.P., derivatively,             SUPERIOR COURT OF NEW JERSEY
on behalf of RONSON CORPORATION,                   CHANCERY DIVISION
a New Jersey corporation,                          ESSEX COUNTY

                  Plaintiffs and                   DOCKET NO. ESX-C-101-03
                  Counterclaim Defendants,

              vs.

LOUIS V. ARONSON II, et al.,

                  Defendants,

              and

RONSON CORPORATION,                                NOTICE OF PROPOSED SETTLEMENT
                                                   AND SETTLEMENT HEARING

                  Nominal Defendant,

              and

RONSON CORPORATION and
LOUIS V. ARONSON II, ROBERT A.,
ARONSON, ERWIN M. GANZ, GERARD
J. QUINNAN and JUSTIN P. WALDER,

                  Counterclaimants and
                  Third-Party Plaintiffs,

              vs.

STEEL PARTNERS II, L.P. and WARREN
G. LICHTENSTEIN, JACK HOWARD,
HOWARD M. LORBER and RONALD HAYES,

                  Third-Party Defendants.
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                                                         Dated: October 12, 2007

To:      All Shareholders of Ronson Corporation

PLEASE TAKE NOTICE that on December 4, 2007, at 1:30 p.m., the Court (Hon.
Harriet Farber Klein, J.S.C.) located at Wilentz Justice Complex 212 Washington
Street - 8th Floor, Newark, New Jersey, will hold a hearing to determine whether
or not to approve the settlement of this lawsuit in which Steel Partners II,
L.P. ("Plaintiff") sued derivatively on behalf of the shareholders of Ronson
Corporation ("Ronson") seeking various relief against the directors of the
corporation as of March, 2003, when the suit was filed.

Steel Partners II, L.P., its general partner, Steel Partners LLC, and the
President and CEO of its general partner, Warren G. Lichtenstein, entered into a
Stipulation of Settlement on October 12, 2007, with the defendant directors of
Ronson Corporation (the "Individual Defendants") and with Ronson. A complete
copy of that Stipulation is posted on Ronson's website, www.ronsoncorp.com, and
it is also attached to Ronson's current report on Form 8-K dated October 16,
2007, which has been filed with the U.S. Securities and Exchange Commission, and
which is available on the SEC's website, www.SEC.gov. The material terms of the
settlement are also summarized in this Notice.

The Court has ordered a hearing on the settlement on December 4, 2007, at 1:30
p.m., and has provided in that Order for the time and manner in which objections
to the settlement may be presented and heard. A complete copy of the Court's
Order of October 12, 2007, is posted on Ronson's website and as part of the Form
8-K filing on the SEC's website, cited above.

If you have any objections to the terms of this settlement, you must file and
serve your objections in the manner described below, and as also set forth in
the Court's Order of October 12, 2007. You must in any event file your
objections with the Court not later than November 19, 2007. You may also attend
the Settlement Hearing if you indicate in writing your intention to appear
within the time set forth in the Court's Order. As long as you file and serve
your objection within the time set forth, you do not have to attend the
Settlement Hearing in order for your objection to be considered.

         I. NATURE OF ACTION

         A. Background.

         1. On March 25, 2003, Steel Partners II, L.P., alleging that it was
acting derivatively on behalf of Ronson, filed suit against the individual
defendants (directors of Ronson) and one Carl W. Dinger III, setting forth
various alleged causes of action. The First Count of the Complaint alleged
breach of fiduciary duty in connection with the adoption by Ronson of a
Shareholder Rights Agreement (sometimes referred to as a "poison pill" plan)
pursuant to New Jersey corporate law, and it sought an Order invalidating the
Shareholder Rights Agreement. A portion of the First Count, as well as the
Second Count, challenged the validity of

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certain agreements, including an option agreement and a consulting agreement
with Mr. Dinger. The Third Count challenged the exemption of Ronson's President
and CEO, Louis V. Aronson II, from the provisions of the Shareholder Rights
Agreement plan. The Fourth Count sought invalidation of the Shareholder Rights
Agreement and the Dinger Stock Option and Consulting Agreements, and an Order
for share divestiture by Messrs. Aronson and Dinger. The Fifth Count alleged
corporate waste with reference to the Dinger agreements, and alleged excessive
compensation to Mr. Aronson.

         2. The Ronson Board appointed a Special Litigation Committee to
investigate the allegations and to make a recommendation to the Board with
respect to plaintiff's claims. The Special Litigation Committee thereafter made
several recommendations to the Board regarding formation of a Compensation
Committee for officers' compensation and recommended a cap or limit on the
amount of additional stock that Mr. Aronson could acquire without triggering the
dilution provisions of the Shareholder Rights Agreement. The Committee
determined that it was not necessary for the corporation to proceed with the
litigation and recommended that the litigation be dismissed.

         3. The defendants thereafter moved to dismiss the Complaint based upon
the Board's recommendation. The Court at that time declined to dismiss the
Complaint, because it found existing issues of fact. Upon the individual
defendants' application, the Court thereafter bifurcated the Special Litigation
Committee defense, permitted discovery on that issue, and in March, 2005, the
Court tried the Special Litigation Committee defense. By Opinion dated March 30,
2006, the Court dismissed certain of plaintiff's claims but permitted others to
proceed through discovery and possibly trial.

         4. The remaining claims, including a counterclaim and third-party
complaint, were scheduled for trial when the parties reached their settlement.

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         5. On October 12, 2007, the parties entered into their Stipulation of
Settlement.

         6. On October 12, 2007, the Court entered an Order reflecting the
Stipulation of Settlement, setting a settlement hearing date, and requiring that
this Notice, the Court's Order, and the Stipulation of Settlement be posted on
Ronson's website, and be included as an exhibit to a current report on Form 8-K
to be filed by Ronson with the U.S. Securities and Exchange Commission, thus
making the documents available on the SEC website, and requiring the issuance of
a joint press release agreed to by the parties.

         7. The individual defendants have denied and continue to deny each and
every claim of wrongdoing or liability alleged by the plaintiff. Steel Partners
II, L.P. and the third-party defendants also deny and continue to deny the claim
of wrongdoing alleged by the individual defendants and Ronson. The parties have
nonetheless concluded, as has Ronson, that the continuation of this action would
be protracted, expensive, and contrary to the interests of all involved, and
that it is desirable that the matter be settled in the manner and upon the terms
and conditions set forth in the Stipulation of Settlement.

         8. Based upon its evaluation of the facts and law and a weighing of
risks and benefits, the plaintiff and its counsel have determined that the
settlement set forth in the Stipulation of Settlement is fair and reasonable, in
the best interests of all concerned, and that approval of the Court should be
sought in order to consummate the settlement.

         II. SUMMARY OF THE PROPOSED SETTLEMENT

         1. The proposed settlement was reached following substantial discovery,
document production and review, and various depositions, as well as a variety of
motion practice. Plaintiff and the individual defendants, with the participation
of corporate counsel, engaged in settlement communications intermittently from
January 2007 into July 2007, and more intensively from July 2007 into August
2007.

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         2. The settlement provides for the disposition and dismissal of the
derivative lawsuit and the dismissal of all claims against all parties with
prejudice and without costs, except to the extent that counsel for Steel
Partners II, L.P. may apply for certain attorneys' fees and costs as set forth
more particularly below.

         3. In addition to the disposition of the derivative action, plaintiff
Steel Partners II, L.P. is also dismissing with prejudice and without costs an
action that it commenced in its own name, and not derivatively, in May 2005, in
the United States District Court for the District of New Jersey, seeking various
forms of relief against certain of the Individual Defendants, two other
directors of Ronson, and Daryl K. Holcomb, Ronson's Chief Financial Officer.

         4. The material elements of the settlement may be summarized as
follows:

         (a) Steel Partners II, L.P. and its affiliates have agreed to a
"standstill" with Ronson, commencing as of September 1, 2007, and ending on the
earliest of (i) September 1, 2011; (ii) 21 months after Mr. Aronson ceases to be
both President and CEO of Ronson for any reason, or (iii) the date on which the
Ronson Executive Committee recommends that the Board adopt or not oppose any
Material Action.

         (b) During the period of the "standstill," Steel Partners II, L.P. will
not directly or indirectly nominate any person for election or appointment to
the Ronson Board, or support any nominee or nominees in opposition to the
company's nominees, or make any proposal to acquire Ronson stock or
substantially all of its assets, or engage in a tender offer, proxy contest,
derivative litigation, or encourage or support anyone to do any of the foregoing
or with respect to any unsolicited or hostile proposal to acquire Ronson shares
or substantially all of its assets. Further, Steel Partners II, L.P. will not
make derogatory public statements concerning Ronson or Mr. Aronson during this
period, but if it disagrees with any Board decision or corporate action, it will
advise Ronson in writing and no public comments will be made or public action
taken until the parties have met and attempted in good faith to resolve the
matter.

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         (c) A Material Action which would signal the end of the standstill
period is defined to include the approval by the Ronson Board of (i) any
proposed "business combination" with any Person that is or, as a result of such
transaction, would become an "interested stockholder," as those terms are
defined under the New Jersey Shareholder Protection Act, that when approved by
the Board would avoid the restrictions of Sections 4 and 5 of such Act; or (ii)
any proposed agreement to sell all or substantially all of the assets of the
Corporation (in one or more transactions); or (iii) any proposed merger or
consolidation of the Corporation with or into any other entity not constituting
a Subsidiary of the Corporation; or (iv) any proposed tender offer for the
Voting Stock of the Corporation, as a result of which the offering party would
be an "Acquiring Person" under the Shareholder Rights Agreement.

         (d) The Shareholder Rights Agreement may be renewed by Ronson but will
in any event expire no later than September 1, 2011.

         (e) As long as Mr. Aronson is serving as both President and CEO of
Ronson, his compensation and benefits (including any contingent performance
benefits) will not be increased from their current levels, as applicable, and
his post-death compensation will remain in effect as it currently exists as long
as key-man insurance on Mr. Aronson also remains in effect.

         (f) The agreements between Ronson and Carl Dinger, which were a subject
of the lawsuit, expired by their terms in July 2007, and Ronson has agreed not
to renew or extend them or enter into any new comparable agreements involving
the use of corporate funds to obtain an irrevocable proxy.

         (g) The parties will exchange general releases, excepting therefrom
their obligations under the Settlement Agreement.

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         (h) The Settlement Agreement in no way represents any admission of
liability of any sort by any of the individual defendants or any of the
defendants to the counterclaim and third-party complaint.

         III. COUNSEL FEES AND COSTS

         1. All parties are responsible for their own counsel fees and costs in
connection with this matter, except that as part of the settlement, counsel for
Steel Partners II, L.P. may file an application with the Court seeking an award
of counsel fees and expenses in an amount not to exceed, in total, $875,000. The
application will be premised upon the claim that plaintiff has benefited the
corporation by its action and by this settlement. The individual defendants and
Ronson will not object to the application as set forth above, as long as it does
not exceed the aforesaid amount. Plaintiff and its counsel have agreed to accept
such amount as the Court may award in connection with the application in full
satisfaction of any claims for counsel fees and expenses against Ronson or any
of the defendants in this matter. To the extent plaintiff's counsel receives an
award of counsel fees and expenses, that award will be paid or reimbursed by
Ronson's insurance carriers and will not be funded from Ronson's corporate
treasury.

         IV. PROCEDURE FOR FILING OBJECTIONS TO THE SETTLEMENT

         1. Any shareholder who wishes to object to the settlement may file with
the Court and serve upon counsel, no later than November 19, 2007, any
objections to the settlement as not being fair, reasonable and adequate. In
addition, provided that notice is given to the Court and to counsel not later
than November 19, 2007, such objecting shareholder may appear at the settlement
hearing to orally express objections. Objections may be lodged against all or
part of the settlement, including, but not limited to, the application by
plaintiff's counsel for an award of counsel fees and expenses.

         2. It is not necessary for an objector to appear in order to have the
objection considered by the Court, as long as it is timely lodged with the Court
and copied to counsel.

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         3. Objections may be lodged with the Court by mail or overnight courier
addressed as follows:

                     Honorable Harriet Farber Klein, J. Ch.
                Superior Court of New Jersey - Chancery Division
           Wilentz Justice Complex - 212 Washington Street - 8th Floor
                            Newark, New Jersey 07102

With copies to:

                             Thomas J. Fleming, Esq.
                 Olshan Grundman Frome Rosenzweig & Wolosky LLP
                     Park Avenue Tower- 65 East 55th Street
                     (Between Park and Madison) - 2nd Floor
                            New York, New York 10022

                            Laurence B. Orloff, Esq.
                   Orloff, Lowenbach, Stifelman & Siegel, P.A.
                             101 Eisenhower Parkway
                           Roseland, New Jersey 07068

                                      -and

                              Andrew T. Berry, Esq.
                               Howard Kailes, Esq.
                               McCarter & English
                                4 Gateway Center
                               100 Mulberry Street
                            Newark, New Jersey 07102.

         4. All objections shall contain the following:

         (a) The title of this action: Steel Partners II, L.P., derivatively, on
behalf of Ronson Corporation, a New Jersey corporation vs. Louis V. Aronson II,
et al., Superior Court of New Jersey, Chancery Division, Essex County (Docket
No. ESX-C- 10 1 -03).

         (b) The name and address of the shareholder, the date upon which the
shareholder first acquired shares of Ronson stock that the shareholder has owned
continuously since that date to the date of the objection, and the number of
shares of Ronson stock owned by the shareholder as of the date of the objection.

         (c) A statement of the shareholder's objection to the settlement,
describing in detail the basis for that objection.

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         5. Any shareholder who does not object in the manner provided above
shall be deemed to have waived such objection and shall be forever foreclosed
from objecting to the fairness, reasonableness, or adequacy of the proposed
settlement or the award of counsel fees and expenses to the extent the Court may
award same.

         6. The Court has ordered a settlement hearing on December 4, 2007 at
1:30 p.m. before Hon. Harriet Farber Klein, J.S.C., Superior Court of New
Jersey, Chancery Division - Wilentz Justice Complex, 212 Washington Street - 8th
Floor, Newark, New Jersey 07102. At that time, the Court will determine whether
to approve the settlement, and will also determine whether to grant, and if so,
to what extent, the application by Steel Partner II L.P.'s counsel for counsel
fees and expenses. The Court may adjourn or continue the settlement hearing
without further notice.

         7. If you want to inspect the full Stipulation of Settlement, or the
Court's Order setting the hearing date, you may find same on the Ronson
corporation website, www.ronsoncorp.com, or on the SEC website, www.SEC.gov,
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under the company page of Ronson Corp.

PLEASE DO NOT CONTACT THE COURT OR THE CLERK'S OFFICE EXCEPT IN WRITING.