FORM 10-Q
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the Quarterly Period Ended March 31, 1995
or
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
Commission file number 1-10281
Smith Corona Corporation
(Exact name of registrant as specified in its charter)
Delaware 51-0286862
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
65 Locust Avenue, New Canaan, Connecticut 06840
(Address of principal executive offices) (Zip Code)
(203) 972-1471
(Registrant's telephone number, including area code)
Indicate by check mark whether the registrant (1) has filed
all reports required to be filed by Sections 13 or 15(d) of the
Securities Exchange Act of 1934 during the preceding 12 months
(or for such shorter period that the registrant was required to
file such reports), and (2) has been subject to such filing
requirements for the past 90 days. Yes X No
Indicate the number of shares outstanding of each of the
issuer's classes of common stock, as of the latest practicable
date.
Outstanding at
Class May 8, 1995
Common Stock, par value $.01 30,250,000
per share<PAGE>
SMITH CORONA CORPORATION
INDEX
Page
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements
Consolidated Balance Sheets - March 31, 1995
and June 30, 1994 1
Consolidated Income Statements - For the three and
nine months ended March 31, 1995 and 1994 2
Consolidated Statement of Changes in Stockholders'
Equity - For the nine months ended
March 31, 1995 3
Consolidated Statements of Cash Flows - For the
nine months ended March 31, 1995 and 1994 4
Notes to Consolidated Financial Statements 5-10
Item 2. Management's Discussion and Analysis of Results of
Operations and Financial Condition 10-13
PART II. OTHER INFORMATION
Item 1. Legal Proceedings 13
Item 6. Exhibits and Reports on Form 8-K 13-14
Signatures 15
Exhibit Index
<PAGE>
SMITH CORONA CORPORATION
CONSOLIDATED BALANCE SHEETS
($ in thousands)
<TABLE>
<CAPTION>
March 31, June 30,
1995 1994
(audited)
<S> <C> <C>
ASSETS
Current assets:
Cash and cash equivalents $ 6,631 $ 6,472
Accounts receivable (net of allowance
for doubtful accounts of $1,561 and
$1,512, respectively) 34,905 48,210
Inventories 63,423 62,695
Prepaid expenses and other current
assets 3,195 3,716
Deferred income taxes 9,041 10,131
Net assets of discontinued operations - 19,072
Total current assets 117,195 150,296
Property, plant and equipment, net 34,103 36,782
Deferred income taxes 14,375 4,371
Other assets 1,847 2,239
TOTAL $167,520 $193,688
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Trade payables $ 17,553 $ 27,379
Accrued liabilities 26,640 26,935
Income taxes payable 4,776 5,001
Dividends payable 756 1,512
Total current liabilities 49,725 60,827
Bank loans 11,000 20,002
Postretirement benefits 12,704 12,650
Pension liability 18,675 20,361
Other long-term liabilities 4,446 4,126
Total liabilities 96,550 117,966
Stockholders' equity:
Common stock-30,250,000 shares issued
and outstanding 303 303
Additional paid-in capital 44,697 44,697
Retained earnings 25,970 30,722
Total stockholders' equity 70,970 75,722
TOTAL $167,520 $193,688
See accompanying notes to consolidated financial statements.
</TABLE>
<PAGE>
SMITH CORONA CORPORATION
CONSOLIDATED INCOME STATEMENTS
($ in thousands, except per share amounts)
<TABLE>
<CAPTION>
Three months ended Nine months ended
March 31, March 31,
1995 1994 1995 1994
<S> <C> <C> <C> <C>
Net sales $ 31,384 $ 60,528 $154,849 $206,882
Cost of goods sold 36,249 48,161 133,428 162,578
Gross margin (4,865) 12,367 21,421 44,304
Selling, administrative
and research expenses 14,177 12,160 37,896 37,156
Operating income (loss) (19,042) 207 (16,475) 7,148
Interest expense 166 131 721 497
Income (loss) from continuing
operations before income
taxes (19,208) 76 (17,196) 6,651
Income taxes (benefit) (7,106) 26 (6,362) 2,261
Income(loss) from continuing
operations (12,102) 50 (10,834) 4,390
Discontinued operations (net of
income taxes):
Income from operations - 1,337 385 2,568
Gain on disposal of
discontinued operations - - 8,722 -
Net income (loss) ($12,102) $ 1,387 ($ 1,727) $ 6,958
Earnings per common share-
Income (loss) from continuing
operations ($.40) $.01 ($.36) $.15
Discontinued operations (net of
income taxes):
Income from operations - .04 .01 .08
Gain on disposal of
discontinued operations - - .29 -
Net income (loss) per share ($.40) $.05 ($.06) $.23
See accompanying notes to consolidated financial statements.
</TABLE>
<PAGE>
SMITH CORONA CORPORATION
CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY
For the nine months ended March 31, 1995
($ in thousands, except per share amounts)
<TABLE>
<CAPTION>
Additional
Common Paid-In Retained
Stock Capital Earnings Total
<S> <C> <C> <C> <C>
Balance June 30, 1994 $303 $44,697 $30,722 $75,722
Net loss - - (1,727) (1,727)
Dividends declared
($.10 per share) - - (3,025) (3,025)
Balance March 31, 1995 $303 $44,697 $25,970 $70,970
See accompanying notes to consolidated financial statements.
</TABLE>
<PAGE>
SMITH CORONA CORPORATION
CONSOLIDATED STATEMENTS OF CASH FLOWS
($ in thousands)
<TABLE>
<CAPTION>
Nine months ended
March 31,
1995 1994
<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income (loss) ($ 1,727) $ 6,958
Adjustments to reconcile net
income (loss) to net cash (used in)
provided by continuing operating
activities:
Discontinued operations (9,107) (2,568)
Depreciation and amortization 4,972 3,673
Deferred income taxes (8,914) 1,142
Other noncash items 772 9
Changes in assets and liabilities:
Accounts receivable 13,305 (19,194)
Inventories (728) 16,630
Prepaid expenses and
other current assets 521 (1,120)
Other assets 395 (465)
Trade payables (9,826) 4,636
Accrued liabilities and income taxes
payable (520) (4,228)
Postretirement benefits and pension
liability (1,632) 380
Other long-term liabilities 320 471
Net cash (used in) provided by continuing
operations (12,169) 6,324
Net cash provided by discontinued
operations 679 2,443
Net cash (used in) provided by operating
activities (11,490) 8,767
CASH FLOWS FROM INVESTING ACTIVITIES:
Proceeds from sale of discontinued
operations 27,500 -
Capital expenditures (3,068) (7,588)
Net cash provided by (used in) investing
activities 24,432 (7,588)
CASH FLOWS FROM FINANCING ACTIVITIES:
Bank loans, net (9,002) (5,669)
Dividends paid (3,781) (4,537)
Net cash used in financing activities (12,783) (10,206)
Increase (decrease) in cash and cash
equivalents 159 (9,027)
Cash and cash equivalents:
At beginning of period 6,472 13,800
At end of period $ 6,631 $ 4,773
See accompanying notes to consolidated financial statements.
</TABLE>
SMITH CORONA CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (unaudited)
($ in thousands, except per share amounts)
NOTE 1 - SIGNIFICANT ACCOUNTING POLICIES
The accompanying interim consolidated financial
statements, although not necessarily indicative of results of
operations for the entire fiscal year, include all adjustments of
a normal recurring nature which are, in the opinion of
management, necessary for a fair presentation of the results for
the periods covered. They have been prepared by Smith Corona
Corporation (the "Company") without audit in accordance with the
instructions to Form 10-Q and should be read in conjunction with
the consolidated financial statements and the notes thereto for
the fiscal year ended June 30, 1994, as contained in the
Company's Annual Report to Stockholders on Form 10-K.
Certain reclassifications have been made to the prior year's
financial statements to conform with the current presentation.
In addition, amounts in the prior year's financial statements
have been reclassified to reflect continuing operations (see Note
7).
NOTE 2 - CONTINGENCIES
Certain past practices of the Company regarding hazardous
substances and/or hazardous wastes are the subject of
investigation by federal and state regulatory authorities, or are
the subject of lawsuits filed by such authorities. At March 31,
1995 and June 30, 1994, the Company recorded approximately $3,067
and $3,274, respectively, related to environmental matters, of
which $347 and $606, respectively, are classified as a current
liability in the consolidated balance sheets. Certain estimated
costs of performing environmental remediation were discounted at
a rate of 5% per annum based on the estimated timing of such
payments. Because of the uncertainties associated with assessing
environmental matters, the related ultimate liability is not
determinable. However, based on facts presently known,
management does not believe that these investigations or
lawsuits, if resolved adversely to the Company, would
individually or in the aggregate have a material adverse effect
on the Company's financial position or results of operations.
The Company is involved in proceedings with the New York
Department of Environmental Conservation (the "DEC") and the
United States Environmental Protection Agency regarding the
clean-up of a now-closed manufacturing facility and certain waste
disposal sites in upstate New York. The remedial investigation
and feasibility study of the now-closed manufacturing facility
site has been completed. The feasibility study report has been
approved by the DEC and the record of decision has been
finalized. On March 31, 1993, the Company executed a final
signed consent order from the DEC and remedial actions commenced.
Remediation activities at the site have been delayed as a result
of an extension of the public comment period to address the
remediation plan approved by the DEC. Management believes that
the Company has made adequate provision for the approved
remediation activities.
In June 1992, the Company was served with a summons and
complaint in a private contribution action. The action, which
lists the Company as a defendant with fourteen other defendants,
seeks contribution for response costs incurred to date, and to be
incurred in the future, for the remediation of a site in
Cortland, New York. Management does not believe it disposed of
any hazardous substances at this site and is vigorously
contesting this matter.
On November 4, 1994, the Company instituted an action
against CoStar Corporation ("CoStar") in the United States
District Court for the District of Connecticut. This action
relates to envelope printers purchased by the Company from CoStar
and label printers manufactured by a third party for the Company.
The Company seeks rescission of two agreements relating to the
envelope printers, damages and a declaratory judgment on certain
issues relating to the label printer. On November 5, 1994,
CoStar served its answer and counterclaim and impleaded DH
Technologies, Inc., the manufacturer of one of the envelope
printer models. In that pleading, CoStar also seeks rescission
of the envelope printer agreements, a declaratory judgment on
certain issues relating to the label printer and other equitable
relief and damages. As of the date of this filing, the Company
and CoStar have reached an agreement in principle settling the
litigation. The agreement involves the netting of certain
obligations of the parties and the return of certain tooling and
equipment to CoStar by the Company, which resulted in a $1,300
pretax third quarter charge.
On June 8, 1990, the Company filed suit in the United States
District Court for the District of Tennessee against Pelikan,
Inc. alleging patent infringement and false advertising. On
February 24, 1992, the Court entered a judgment awarding the
Company approximately $3,120 plus post-judgment interest.
Pelikan filed an appeal, petitioning for a rehearing by the Court
of Appeals, and subsequently offered to pay to the Company a
portion of the judgment aggregating approximately $1,900. The
$1,900 portion of the judgment was reflected in the June 30, 1993
financial statements. Pelikan's petition for rehearing was
subsequently denied and on August 9, 1993, the Company and
Pelikan entered into an agreement pursuant to which Pelikan
agreed to pay $525 to the Company for fees, expenses and costs
incurred in the suit along with the remaining $1,220 judgment.
On August 11, 1993, Pelikan paid the settlement amount to the
Company and satisfied the judgment, including interest.
The Company is also a defendant or plaintiff in various
other legal actions which have arisen in the ordinary course of
its business. It is the opinion of management, based on advice
of counsel with respect to legal matters, that the ultimate
resolution of these matters and the environmental matters
discussed above will not have a material adverse effect on the
Company's financial position or results of operations.
NOTE 3 - INVENTORIES
A summary of inventories, by major classification, is as
follows:
<TABLE>
<CAPTION>
March 31, June 30,
1995 1994
($ in thousands)
<S> <C> <C>
Raw materials and supplies $ 1,275 $ 1,352
Work-in-process 22,589 27,702
Finished goods 39,559 33,641
Total $63,423 $62,695
</TABLE>
NOTE 4 - RESTRUCTURING COSTS
Over the past few years, the Company has faced intense
competition from foreign producers. In July 1992, in order to
maintain its leadership as the low-cost producer in a highly
competitive worldwide business, the Board of Directors approved,
and the Company announced, a plan to phase out the Company's
manufacturing operations in Cortland, New York and relocate them
to a new facility in Mexico. As a result of this decision,
during fiscal 1993, the Company provided $16,500 in restructuring
charges, of which approximately $3,000 was non-cash in nature.
Now that the Mexican facility is fully operational, this action
is expected to result in lower manufacturing costs of
approximately $15,000 annually, primarily due to lower labor
costs. The fiscal 1995 activity in the restructuring accrual is
as follows:
<TABLE>
<CAPTION>
Asset
($ in thousands) Severance Impairments Total
<S> <C> <C> <C>
June 30, 1994 balance $3,305 $827 $4,132
Activity (1,793) (680) (2,473)
March 31, 1995 balance $1,512 $147 $1,659
</TABLE>
See Note 9 for additional restructuring activities announced
in May 1995.
NOTE 5 - CASH FLOWS
Aggregate borrowings under the Company's revolving credit
facility amounted to $594,008 and $501,832 for the nine months
ended March 31, 1995 and 1994, respectively, while aggregate
repayments were $603,010 and $507,501 for the same periods,
respectively.
NOTE 6 - BANK LOANS
On April 7, 1995, the Company entered into an Amended and
Restated Revolving Credit Agreement (the "Credit Facility") with
two banks (the "Lenders"), the use of which is generally to
satisfy working capital requirements. The Credit Facility
provides for extensions of revolving credit loans and letters of
credit, limited to a percentage of eligible receivables and
inventories, in an amount not to exceed $30,000 up through March
30, 1996; the aggregate principal amount of such lending
commitment reduces to an amount not in excess of $25,000 from
March 31, 1996 through the July 1, 1996 termination date. The
Credit Facility is secured by a security interest in the domestic
assets of the Company pursuant to a Security Agreement of even
date therewith. Interest is at variable rates equal to the
greater of the prime rate of interest, the base certificate of
deposit rate plus 1.0 percent or the federal funds effective rate
plus .5 percent for any day. A fee is payable quarterly on the
commitment.
The Credit Facility contains certain covenants including
restrictions on payment of dividends, and limitations on sale of
assets, capital expenditures, incurrence of other debt, liens or
guarantees and making of investments, loans and advances. The
primary financial covenants include not permitting consolidated
tangible net worth at the end of any fiscal quarter to be (a)
less than it was as of March 31, 1995 minus $3,000 plus (b) 80.0
percent of consolidated net income for all full fiscal quarters
subsequent to March 31, 1995, maintaining a ratio of current
assets (other than inventories) to current liabilities (other
than loans outstanding under the Credit Facility) of at least 0.9
to 1.0 and maintaining minimum operating profit levels (see Note
9).
NOTE 7 - DISCONTINUED OPERATIONS
On November 4, 1994 the Company sold substantially all of
the assets and liabilities of Histacount Corporation, a
wholly-owned subsidiary, for $14,500. The after-tax gain on the sale
includes utilization of a capital tax-loss carry-forward. On
July 5, 1994 the Company sold substantially all of the assets and
liabilities of SCM Office Supplies, Inc., a wholly-owned
subsidiary, for $13,000. The proceeds from the two sales were
used to reduce the Company's debt.
Accordingly, the prior year income statement reflects SCM
Office Supplies, Inc.'s and Histacount Corporation's operating
results as discontinued operations and the balance sheet
segregates the net assets of discontinued operations.
Net assets and summary operating results of discontinued
operations are as follows:
<TABLE>
<CAPTION>
($ in thousands) June 30, 1994
<S> <C>
Current assets $15,665
Non-current assets 10,396
Total liabilities (6,989)
Net assets $19,072
</TABLE>
<TABLE>
<CAPTION>
Three months ended Nine months ended
March 31, March 31,
($ in thousands) 1995 1994 1995 1994
<S> <C> <C> <C> <C>
Net sales - $21,601 $5,774 $65,116
Income from operations
before income taxes - $2,026 $612 $3,892
Income taxes - 689 227 1,324
Net income from operations - 1,337 385 2,568
Gain on disposal of assets
(net of tax benefit
of $285) - - 8,722 -
Net income - $ 1,337 $9,107 $ 2,568
</TABLE>
NOTE 8 - DIVIDENDS
On February 7, 1995, the Board of Directors declared a
quarterly cash dividend of $.025 per share of common stock
payable on April 6, 1995 to stockholders of record as of March
22, 1995. The dividend in the third quarter of fiscal 1994 was
$.05 per share of common stock. On May 4, 1995 the Board of
Directors elected to omit the dividend until operating results
improve.
NOTE 9 - SUBSEQUENT EVENT
On May 8, 1995 the Company announced a major restructuring
plan whereby the Company's typewriter manufacturing will be
relocated from its Singapore and Batam Island, Indonesia
facilities to its Mexico facility. This action will result in
the termination of approximately 1,300 workers in Singapore and
Batam who will be replaced with approximately 800 workers in
Mexico. This action is expected to save approximately $9,000
pretax annually primarily through lower labor costs as well as
the greater utilization of the Mexico facility. The Company will
place its Singapore facility up for sale and expects to generate
a gain on the sale. The relocation and the sale of the facility
are expected to be completed by the end of fiscal 1996.
In addition to the relocation of the typewriter
manufacturing to Mexico, the Company will also eliminate
approximately 250 support positions of which 200 relate to
support staff including research and development, finance,
service, distribution, selling and marketing areas in both its
Cortland, New York and New Canaan, Connecticut locations. The
remaining 50 positions to be eliminated relate to the support of
its Mexico manufacturing operation. Approximately $12,000 in
additional annual pretax savings are expected from elimination of
these support positions. These reductions should be completed by
the end of the first quarter of fiscal 1996.
The net result of these actions will be to reduce the
Company's workforce of 2,900 by approximately 750.
As a result of these actions, the Company will take a pretax
charge of approximately $22,000 in the fourth quarter of fiscal
1995, of which approximately $5,300 represents primarily non-cash
machinery and equipment asset write-offs, and the remainder
relates to employee severance. Additionally, certain costs,
primarily relating to the move of machinery and equipment,
temporary lease-back of facilities, and renovations, of
approximately $6,200 pretax, do not qualify as exit costs of the
plan and as such will be recognized as charges to operations as
incurred during fiscal year 1996.
While the restructuring charge will cause an event of
default under the terms of the Credit Facility, the Company is in
discussions with its Lenders and expects to reach agreement on an
appropriate waiver and amendment in the near future.
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF RESULTS OF
OPERATIONS AND FINANCIAL CONDITION
Results of Operations
Net sales of $31.4 million for the quarter ended March 31,
1995 decreased 48.1 percent from last year's second quarter net
sales of $60.5 million. Typewriter and personal word processor
volumes are sharply lower than a year ago, both domestically and
internationally, as a result of a continuing difficult
competitive environment. The Company believes that the market
for typewriter and personal word processors is declining along
with its share of that market. The decrease in third quarter
sales was approximately 76.0 percent volume related and 24.0
percent price related. New product sales for the quarter
increased approximately $1.2 million over the prior year.
During the nine months ended March 31, 1995, net sales were
$154.8 million, a 25.2 percent decrease from last year's
comparable period net sales of $206.9 million. Approximately
77.0 percent of the decrease related to lower volumes with the
balance relating to pricing reductions. New product net sales
for the nine month period were $9.5 million as compared with $4.1
million for last year.
In the third quarter the Company had a loss in gross margin,
as a percentage of net sales, of 15.5 percent reducing the gross
margin to 13.8 percent for the nine months ended March 31, 1995,
as compared to 20.4 percent and 21.4 percent, respectively, for
the comparable periods last year. The unfavorable gross margin in
the current fiscal year was primarily the result of lower
volumes, but it was also due to certain price reductions granted
in response to the highly competitive environment. In addition,
the Company recorded writedowns of property, plant and equipment
and inventory in the third quarter. Included in gross margin for
the nine months ended March 31, 1994, was a benefit of $1.8
million pretax (.9 percent of net sales), representing the final
payment from Pelikan, Inc. in a patent infringement case.
Selling, general and administrative expenses for the three
and nine months ended March 31, 1995 increased $2.0 million and
$.8 million over the comparable prior periods. The increase for
the quarter was primarily the result of higher employee-related
expenses.
The Company's effective tax rate was 37.0 percent for the
three and nine months ended March 31, 1995 as compared to 34.0
percent for the comparable periods a year ago. The change in the
effective tax rate relates principally to the projected mix of
domestic and foreign source income.
Financial Condition
The Company's primary source of liquidity and capital
resources, on both a short- and long-term basis, are cash flows
generated from operations and borrowings under its credit
facility.
Financial results from continuing operations have been
adversely impacted by lower sales volumes and price reductions.
The Company's future operating results are dependent upon its
ability to continually adjust to the keenly competitive market
environment. Management, in conjunction with a Special Committee
of the Board of Directors, continues to look at opportunities to
enhance shareholder value, including the exploration of methods
of product cost improvements, other cost reduction measures and
strategic alliances.
On May 8, 1995 the Company announced a major restructuring
plan whereby the Company's typewriter manufacturing will be
relocated from its Singapore and Batam Island, Indonesia
facilities to its Mexico facility. This action will result in
the termination of approximately 1,300 workers in Singapore and
Batam who will be replaced with approximately 800 workers in
Mexico. This action is expected to save approximately $9.0
million pretax annually primarily through lower labor costs as
well as the greater utilization of the Mexico facility. The
Company will place its Singapore facility up for sale and expects
to generate a gain on the sale. The relocation and the sale of
the facility are expected to be completed by the end of fiscal
1996. In addition to the relocation of the typewriter
manufacturing to Mexico, the Company will also eliminate
approximately 250 support positions of which 200 relate to
support staff including research and development, finance,
service, distribution, selling and marketing areas in both its
Cortland, New York and New Canaan, Connecticut locations. The
remaining 50 positions to be eliminated relate to the support of
its Mexico manufacturing operation. Approximately $12.0 million
in additional annual pretax savings are expected from elimination
of these support positions. These reductions should be completed
by the end of the first quarter of fiscal 1996. The
restructuring will reduce the Company's workforce of 2,900 by
approximately 750. As a result of these actions, the Company
will take a pretax charge of approximately $22.0 million in the
fourth quarter of fiscal 1995, of which approximately $5.3
million represents primarily non-cash machinery and equipment asset
write-offs, and the remainder relating to employee severance.
Additionally, certain costs, primarily relating to the move of
machinery and equipment, temporary lease-back of facilities, and
renovations, of approximately $6.2 million pretax, do not qualify
as exit costs of the plan and as such will be recognized as
charges to operations as incurred during fiscal year 1996.
During the nine months ended March 31, 1995, the Company's
operating activities employed $11.5 million of cash compared to
$8.8 million of cash provided in the same period a year ago.
Accounts receivable decreased $13.3 million primarily related to
lower third quarter sales. Trade payables also decreased $9.8
million as a result of lower production levels.
A quarterly cash dividend of $1.5 million ($.05 per share)
was paid in each fiscal year's first and second quarters. After
reviewing the first quarter results and the outlook for the
remainder of the fiscal year, management recommended to the Board
of Directors a reduction in the dividend of up to 50 percent. On
November 15, 1994, the Board of Directors voted to reduce the
quarterly dividend by 50 percent to $.025 per share effective
with the dividend paid on January 6, 1995. On May 4, 1995 the
Board of Directors elected to omit the dividend until operating
results improve.
On April 7, 1995, the Company entered into an Amended and
Restated Revolving Credit Agreement (the "Credit Facility") with
two banks (the "Lenders"), the use of which is generally to
satisfy working capital requirements. The Credit Facility
provides for extensions of revolving credit loans and letters of
credit, limited to a percentage of eligible receivables and
inventories, in an amount not to exceed $30.0 million up through
March 30, 1996; the aggregate principal amount of such lending
commitment reduces to an amount not in excess of $25.0 million
from March 31, 1996 through the July 1, 1996 termination date.
The Credit Facility is secured by a security interest in the
domestic assets of the Company pursuant to a Security Agreement
of even date therewith. The Credit Facility contains certain
covenants including restrictions on payment of dividends, and
limitations on sale of assets, capital expenditures, incurrence
of other debt, liens or guarantees and making of investments,
loans and advances. The restructuring charge to be taken in the
fourth quarter of fiscal 1995 will cause an event of default
under the terms of the Credit Facility. The Company is in
discussions with its Lenders and expects to reach agreement on an
appropriate waiver and amendment in the near future. It will be
necessary for the Company to increase its level of profitability
to comply with its covenant levels. The Company also had an
uncommitted line of credit agreement of $20.0 million at June 30,
1994 which was eliminated on January 31, 1995. At March 31,
1995, bank loans had been reduced to $11.0 million from $20.0
million at June 30, 1994. Proceeds from the sale of discontinued
operations of $27.5 million were used to pay down bank loans and
payment of accounts payable. The Company had no material
commitments for capital expenditures at March 31, 1995.
From time to time the Company enters into foreign exchange
contracts to reduce its exposure to foreign currency rate
changes. As of March 31, 1995, the Company had approximately
$4.6 million outstanding in one contract which matures on June
28, 1995. Recognized gains and losses on these contracts are
recorded in net income in the period in which the exchange rate
changes.
The Company believes that its funds generated from
operations, together with its borrowing capabilities will be
sufficient to meet its operating cash and capital expenditure
requirements in the foreseeable future.
PART II - Other Information
Item 1. Legal Proceedings.
Information required by this item is incorporated by
reference from "Note 2 - Contingencies" in the Notes to
Consolidated Financial Statements appearing on page 5
of this Form 10-Q Quarterly Report.
Item 6. Exhibits and Reports on Form 8-K
(a) Exhibits
10.45 Security Agreement among Smith Corona
Corporation and Chemical Bank, as Agent,
dated as of April 7, 1995.
27 Financial Data Schedule
(b) Reports on Form 8-K
One Current Report on Form 8-K was filed with the
Commission during the third quarter of the Company's
1995 fiscal year.
1. The Form 8-K Current Report dated March 8, 1995
reported a press release under Item 5 announcing
the election of Robert Van Buren Chairman of the
Board and Chief Executive Officer and appointment
of John Piontkowski as Vice President, Finance and
Controller.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of
1934, the registrant has duly caused this report to be signed on
its behalf by the undersigned thereunto duly authorized.
SMITH CORONA CORPORATION
May 15, 1995
By: /s/ John A. Piontkowski
------------------------
John A. Piontkowski
Vice President, Finance &
Controller
(Chief Accounting Officer)
<PAGE>
EXHIBIT INDEX
Exhibit
10.45 Security Agreement among Smith Corona Corporation and
Chemical Bank as Agent dated as of April 7, 1995.
27 Financial Data Schedule
EXHIBIT 10.45
SECURITY AGREEMENT
among
SMITH CORONA CORPORATION
and
CHEMICAL BANK,
as Agent
Dated as of April 7, 1995
SECURITY AGREEMENT
SECURITY AGREEMENT, dated as of April 7, 1995, made by SMITH
CORONA CORPORATION, a Delaware corporation (the "Borrower"), in
favor of CHEMICAL BANK, as Agent (in such capacity, the "Agent")
for the Lenders parties to the Amended and Restated Revolving
Credit Agreement, dated as of April 7, 1995 (as amended,
supplemented or otherwise modified from time to time, the "Credit
Agreement"), among the Borrower, the Agent and such Lenders.
W I T N E S S E T H:
WHEREAS, pursuant to the Credit Agreement, the Lenders have
severally agreed to make extensions of credit to the Borrower
upon the terms and subject to the conditions set forth therein;
and
WHEREAS, it is a condition precedent to the obligation of
the Lenders to make their respective extensions of credit to the
Borrower under the Credit Agreement that the Borrower shall have
executed and delivered this Security Agreement to the Agent for
the ratable benefit of the Lenders;
NOW, THEREFORE, in consideration of the premises and to
induce the Agent and the Lenders to enter into the Credit
Agreement and to induce the Lenders to make their respective
extensions of credit to the Borrower, the Borrower hereby agrees
with the Agent, for the ratable benefit of the Lenders, as
follows:
1. Defined Terms.
1.1 Definitions. (a) Unless otherwise defined
herein, terms defined in the Credit Agreement and used herein
shall have the meanings given to them in the Credit Agreement,
and the following terms which are defined in the Uniform
Commercial Code in effect in the State of New York on the date
hereof are used herein as so defined: Accounts, Chattel Paper,
Documents, Equipment, Fixtures, General Intangibles, Instruments,
Inventory and Proceeds.
(b) The following terms shall have the following meanings:
"Agreement": this Security Agreement, as the same may be
amended, modified or otherwise supplemented from time to time.
"Collateral": as defined in Section 2 of this Agreement.
"Collateral Account": any collateral account established by
the Agent as provided in subsection 5.3 or subsection 7.2.
"Obligations": the collective reference to (a) the unpaid
principal of and interest on the Notes, the L/C Obligations and
all other obligations and liabilities of the Borrower to the
Agent and the Lenders (including, without limitation, interest
accruing at the then applicable rate provided in the Credit
Agreement after the Termination Date and interest accruing at the
then applicable rate provided in the Credit Agreement after the
filing of any petition in bankruptcy, or the commencement of any
insolvency, reorganization or like proceeding, relating to the
Borrower, whether or not a claim for post-filing or post-petition
interest is allowed in such proceeding), whether direct or
indirect, absolute or contingent, due or to become due, or now
existing or hereafter incurred, which may arise under, out of, or
in connection with, the Credit Agreement, the Notes, this
Agreement, the other Loan Documents or any other document made,
delivered or given in connection therewith, in each case whether
on account of principal, interest, reimbursement obligations,
fees, indemnities, costs, expenses or otherwise (including,
without limitation, all fees and disbursements of counsel to the
Agent or to the Lenders that are required to be paid by the
Borrower pursuant to the terms of the Credit Agreement or this
Agreement or any other Loan Document), (b) the F/X Exposure and
(c) the Acceptance Obligations.
"Patents": (a) all letters patent of the United States or
any other country and all reissues and extensions thereof,
including, without limitation, any thereof referred to in
Schedule 1 hereto, and (b) all applications for letters patent of
the United States or any other country and all divisions,
continuations and continuations-in-part thereof, including,
without limitation, any thereof referred to in Schedule 1 hereto.
"Patent License": all agreements, whether written or oral,
providing for the grant by or to the Borrower of any right to
manufacture, use or sell any invention covered by a Patent,
including, without limitation, any thereof referred to in
Schedule 1 hereto.
"Trademarks": (a) all trademarks, trade names, corporate
names, company names, business names, fictitious business names,
trade styles, service marks, logos and other source or business
identifiers, and the goodwill associated therewith, now existing
or hereafter adopted or acquired, all registrations and
recordings thereof, and all applications in connection therewith,
whether in the United States Patent and Trademark Office or in
any similar office or agency of the United States, any State
thereof or any other country or any political subdivision
thereof, or otherwise, including, without limitation, any thereof
referred to in Schedule 2 hereto, and (b) all renewals thereof.
"Trademark License": any agreement, written or oral,
providing for the grant by or to the Borrower of any right to use
any Trademark, including, without limitation, any thereof
referred to in Schedule 2 hereto.
"UCC": the Uniform Commercial Code as from time to time in
effect in the State of New York.
1.2 Other Definitional Provisions. (a) The words
"hereof," "herein" and "hereunder" and words of similar import
when used in this Agreement shall refer to this Agreement as a
whole and not to any particular provision of this Agreement, and
section and paragraph references are to this Agreement unless
otherwise specified.
(b) The meanings given to terms defined herein shall be
equally applicable to both the singular and plural forms of such
terms.
2. Grant of Security Interest. As collateral security for
the prompt and complete payment and performance when due (whether
at the stated maturity, by acceleration or otherwise) of the
Obligations, the Borrower hereby grants to the Agent for the
ratable benefit of the Lenders a security interest in all of the
following property located in the United States now owned or at
any time hereafter acquired by the Borrower or in which the
Borrower now has or at any time in the future may acquire any
right, title or interest (collectively, the "Collateral"):
(a) all Accounts;
(b) all Chattel Paper;
(c) all Contracts;
(d) all Documents;
(e) all Equipment;
(f) all Fixtures;
(g) all General Intangibles;
(h) all Instruments;
(i) all Inventory;
(j) all Patents;
(k) all Patent Licenses;
(l) all Trademarks;
(m) all Trademark Licenses;
(n) all books and records pertaining to the Collateral; and
(o) to the extent not otherwise included, all Proceeds and
products of any and all of the foregoing.
3. Representations and Warranties. The Borrower hereby
represents and warrants that:
3.1 Title; No Other Liens. Except for the security
interest granted to the Agent for the ratable benefit of the
Lenders pursuant to this Agreement and the other Liens permitted
to exist on the Collateral pursuant to the Credit Agreement, the
Borrower owns each item of the Collateral free and clear of any
and all Liens or claims of others. No security agreement,
financing statement or other public notice with respect to all or
any part of the Collateral is on file or of record in any public
office, except such as have been filed in favor of the Agent, for
the ratable benefit of the Lenders, pursuant to this Agreement or
as are permitted pursuant to the Credit Agreement.
3.2 Perfected First Priority Liens. The security interests
granted pursuant to this Agreement (a) upon completion of the
filings and other actions specified on Schedule 3 attached hereto
will constitute perfected security interests in the Collateral in
the jurisdictions listed on such Schedule 3 to the extent
perfection may be accomplished by filing in favor of the Agent,
for the ratable benefit of the Lenders, (b) are prior to all
other Liens on the Collateral in existence on the date hereof
except for Liens permitted to exist pursuant to the Credit
Agreement and (c) are enforceable as such against (1) all
creditors of and purchasers from the Borrower (except purchasers
of Inventory in the ordinary course of business) and (2) any
Person having any interest in the real property where any of the
Equipment is located.
3.3 Inventory and Equipment. The Inventory and the
Equipment constituting part of the Collateral are kept at the
locations listed on Schedule 4 hereto.
3.4 Chief Executive Office. The Borrower's chief executive
office and chief place of business is located at 65 Locust
Avenue, New Canaan, Connecticut.
4. Covenants. The Borrower covenants and agrees with the
Agent and the Lenders that, from and after the date of this
Agreement until this Agreement is terminated and the security
interests created hereby are released:
4.1 Delivery of Instruments and Chattel Paper. If any
amount payable under or in connection with any of the Collateral
shall be or become evidenced by any Instrument or Chattel Paper,
such Instrument or Chattel Paper shall be immediately delivered
to the Agent, duly indorsed in a manner satisfactory to the
Agent, to be held as Collateral pursuant to this Agreement.
4.2 Marking of Records. The Borrower will mark its books
and records pertaining to the Collateral to evidence this
Agreement and the security interests created hereby.
4.3 Maintenance of Insurance. (a) The Borrower will
maintain, with financially sound and reputable companies,
insurance policies (1) insuring the Inventory and Equipment
constituting part of the Collateral against loss by fire,
explosion, theft and such other casualties as may be reasonably
satisfactory to the Agent and (2) insuring the Borrower, the
Agent and the Lenders against liability for personal injury and
property damage relating to such Inventory and Equipment, such
policies to be in such form and amounts and having such coverage
as may be reasonably satisfactory to the Agent and the Lenders,
with losses payable to the Borrower, the Agent and the Lenders as
their respective interests may appear.
(b) All such insurance shall (1) provide that no
cancellation, material reduction in amount or material change in
coverage thereof shall be effective until at least 30 days after
receipt by the Agent of written notice thereof, (2) name the
Agent and the Lenders as additional insured parties and, with
respect to property insurance policies only, having lender's loss
payable only endorsements naming the Agent and the Lenders as
loss payees and reasonably satisfactory in all material respects
to the Agent and (3) be otherwise reasonably satisfactory in all
material respects to the Agent, with losses payable under the
property insurance policies to the Borrower, to the Agent and the
Lenders as their respective interests may appear. If the
Borrower fails to provide and pay for any insurance required
herein, the Agent may, at the Borrower's expense, procure the
same, but shall not be under any obligation to do so.
(c) The Borrower shall deliver to the Agent and the Lenders
a report of a reputable insurance broker with respect to such
insurance during the first month of each fiscal year and such
supplemental reports with respect thereto as the Agent may from
time to time reasonably request.
4.4 Payment of Obligations. The Borrower will pay and
discharge or otherwise satisfy at or before maturity or before
they become delinquent, as the case may be, all taxes,
assessments and governmental charges or levies imposed upon the
Collateral or in respect of income or profits therefrom, as well
as all claims of any kind (including, without limitation, claims
for labor, materials and supplies) against or with respect to the
Collateral, except that no such charge need be paid if the amount
or validity thereof is currently being contested in good faith by
appropriate proceedings, reserves in conformity with GAAP with
respect thereto have been provided on the books of the Borrower
and such proceedings do not involve any material danger of the
sale, forfeiture or loss of any of the Collateral or any interest
therein.
4.5 Maintenance of Perfected Security Interest; Further
Documentation. (a) The Borrower shall maintain the security
interest created by this Agreement as a first, perfected security
interest subject only to Liens permitted to exist pursuant to the
Credit Agreement and shall defend such security interest against
claims and demands of all Persons whomsoever.
(b) At any time and from time to time, upon the written
request of the Agent, and at the sole expense of the Borrower,
the Borrower will promptly and duly execute and deliver such
further instruments and documents and take such further action as
the Agent may reasonably request for the purpose of obtaining or
preserving the full benefits of this Agreement and of the rights
and powers herein granted, including, without limitation, the
filing of any financing or continuation statements under the UCC
in effect in any jurisdiction with respect to the security
interests created hereby.
4.6 Changes in Locations, Name, etc. The Borrower will
not:
(a) permit any of the Inventory or Equipment constituting
part of the Collateral to be kept at a location other than those
listed on Schedule 4 hereto (it being understood that such
Inventory and Equipment may be relocated among such locations in
the ordinary course of the Borrower's Business); or
(b) change the location of its chief executive office and
chief place of business from that specified in subsection 3.4;
(c) change its name, identity or corporate structure to such
an extent that any financing statement filed by the Agent in
connection with this Agreement would become seriously misleading,
unless it shall have given the Agent and the Lenders at least 30
days' prior written notice of such change.
4.7 Further Identification of Collateral. The Borrower
will furnish to the Agent and the Lenders from time to time
statements and schedules further identifying and describing the
Collateral and such other reports in connection with the
Collateral as the Agent may reasonably request, all in reasonable
detail.
4.8 Notices. The Borrower will advise the Agent and the
Lenders promptly, in reasonable detail, at their respective
addresses set forth in the Credit Agreement of:
(a) any Lien (other than security interests created hereby
or Liens permitted under the Credit Agreement) on, or claim
asserted against, any of the Collateral; and
(b) of the occurrence of any other event which could
reasonably be expected to have a material adverse effect on the
aggregate value of the Collateral or on the security interests
created hereby.
4.9 Indemnification. The Borrower agrees to pay, and to
save the Agent and the Lenders harmless from, any and all
liabilities, costs and expenses (including, without limitation,
legal fees and expenses, which may include the allocated cost of
in-house counsel) (1) with respect to, or resulting from any
delay in paying, any and all excise, sales or other taxes which
may be payable or determined to be payable with respect to any of
the Collateral, (2) with respect to, or resulting from, any delay
in complying with any Requirement of Law applicable to any of the
Collateral and (3) in connection with any of the transactions
contemplated by this Agreement.
5. Provisions Relating to Accounts.
5.1 Borrower Remains Liable under Accounts. Anything
herein to the contrary notwithstanding, the Borrower shall remain
liable under each of the Accounts to observe and perform all the
conditions and obligations to be observed and performed by it
thereunder, all in accordance with the terms of any agreement
giving rise to each such Account. Neither the Agent nor any
Lender shall have any obligation or liability under any Account
(or any agreement giving rise thereto) by reason of or arising
out of this Agreement or the receipt by the Agent or any Lender
of any payment relating to such Account pursuant hereto, nor
shall the Agent or any Lender be obligated in any manner to
perform any of the obligations of the Borrower under or pursuant
to any Account (or any agreement giving rise thereto), to make
any payment, to make any inquiry as to the nature or the
sufficiency of any payment received by it or as to the
sufficiency of any performance by any party under any Account (or
any agreement giving rise thereto), to present or file any claim,
to take any action to enforce any performance or to collect the
payment of any amounts which may have been assigned to it or to
which it may be entitled at any time or times.
5.2 Analysis of Accounts. The Agent shall have the right
to make test verifications of the Accounts in any manner and
through any medium that it reasonably considers advisable, and
the Borrower shall furnish all such assistance and information as
the Agent may require in connection with such test verifications.
At any time and from time to time, upon the Agent's reasonable
request and at the expense of the Borrower, the Borrower shall
cause independent public accountants or others reasonably
satisfactory to the Agent to furnish to the Agent reports showing
reconciliations, aging and test verifications of, and trial
balances for, the Accounts. The Agent in its own name or on
behalf of the Lenders may communicate with account debtors on the
Accounts to verify with them to the Agent's satisfaction the
existence, amount and terms of any Accounts.
5.3 Collections on Accounts. (a) The Agent hereby
authorizes the Borrower to collect the Accounts, subject to the
Agent's direction and control, and the Agent may curtail or
terminate said authority at any time after the occurrence and
during the continuance of an Event of Default. If required by
the Agent at any time after the occurrence and during the
continuance of an Event of Default, any payments of Accounts,
when collected by the Borrower, (1) shall be forthwith (and, in
any event, within two Business Days) deposited by the Borrower in
the exact form received, duly indorsed by the Borrower to the
Agent if required, in a Collateral Account maintained under the
sole dominion and control of the Agent, subject to withdrawal by
the Agent for the account of the Lenders only as provided in
subsection 7.3, and (2) until so turned over, shall be held by
the Borrower in trust for the Agent and the Lenders, segregated
from other funds of the Borrower.
(b) Each such deposit of Proceeds of Accounts shall be
accompanied by a report identifying in reasonable detail the
nature and source of the payments included in the deposit.
(c) At the Agent's request, the Borrower shall deliver to
the Agent all original and other documents evidencing, and
relating to, the agreements and transactions which gave rise to
the Accounts, including, without limitation, all original orders,
invoices and shipping receipts.
5.4 Representations and Warranties. (a) No amount payable
to the Borrower under or in connection with any Account is
evidenced by any Instrument or Chattel Paper which has not been
delivered to the Agent.
(b) The places where the Borrower keeps its records
concerning the Accounts are 65 Locust Avenue, New Canaan,
Connecticut and 839 State Route 13, Cortland, New York.
(c) None of the obligors on any Accounts is a Governmental
Authority.
5.5 Covenants. (a) The amount represented by the Borrower
to the Lenders from time to time as owing by each account debtor
or by all account debtors in respect of the Accounts will at such
time be the correct amount actually owing by such account debtor
or debtors thereunder.
(b) The Borrower will not amend, modify, terminate or waive
any agreement giving rise to an Eligible Account in any manner
which could reasonably be expected to materially adversely affect
the value of such Account as Collateral.
(c) The Borrower will not fail to exercise promptly and
diligently each and every material right which it may have under
each agreement giving rise to an Eligible Account (other than any
right of termination).
(d) The Borrower will not fail to deliver to the Agent a
copy of each material demand, notice or document received by it
relating in any way to any agreement giving rise to an Eligible
Account.
(e) Other than in the ordinary course of business as
generally conducted by the Borrower over a period of time, the
Borrower will not grant any extension of the time of payment of
any of the Accounts, compromise, compound or settle the same for
less than the full amount thereof, release, wholly or partially,
any Person liable for the payment thereof, or allow any credit or
discount whatsoever thereon.
(f) The Borrower will not remove its books and records from
the location specified in paragraph 5.4(b).
(g) In any suit, proceeding or action brought by the Agent
or any Lender under any Account for any sum owing thereunder, the
Borrower will save, indemnify and keep the Agent and such Lender
harmless from and against all expense, loss or damage suffered by
reason of any defense, setoff, counterclaim, recoupment or
reduction or liability whatsoever of the account debtor
thereunder, arising out of a breach by the Borrower of any
obligation thereunder or arising out of any other agreement,
indebtedness or liability at any time owing to or in favor of
such account debtor or its successors from the Borrower.
6. Provisions Relating to Patents and Trademarks.
6.1 Representations and Warranties. (a) Schedule 1 hereto
includes all Patents and Patent Licenses owned by the Borrower in
its own name as of the date hereof.
(b) Schedule 2 hereto includes all Trademarks and Trademark
Licenses owned by the Borrower in its own name as of the date
hereof.
(c) To the best of the Borrower's knowledge, each Patent
and Trademark is valid, subsisting, unexpired, enforceable and
has not been abandoned.
(d) Except as set forth in either Schedule 1 or Schedule 2,
none of such Patents and Trademarks is the subject of any
licensing or franchise agreement.
(e) To the best of the Borrower's knowledge, no holding,
decision or judgment has been rendered by any Governmental
Authority which would limit, cancel or question the validity of
any Patent or Trademark.
(f) To the best of the Borrower's knowledge, no action or
proceeding is pending (other than with respect to any pending
Patent and Trademark applications) (1) seeking to limit, cancel
or question the validity of any Patent or Trademark, or (2)
which, if adversely determined, would have a material adverse
effect on the value of any Patent or Trademark.
6.2 Covenants.
(a) The Borrower (either itself or through licensees) will,
except with respect to any Trademark that the Borrower shall
reasonably determine is of negligible economic value to it, (1)
continue to use each Trademark on each and every trademark class
of goods applicable to its current line as reflected in its
current catalogs, brochures and price lists in order to maintain
such Trademark in full force free from any claim of abandonment
for non-use, (2) maintain as in the past the quality of products
and services offered under such Trademark, (3) employ such
Trademark with the appropriate notice of registration, (4) not
adopt or use any mark which is confusingly similar or a colorable
imitation of such Trademark unless the Agent, for the ratable
benefit of the Lenders, shall obtain a perfected security
interest in such mark pursuant to this Agreement, and (5) not
(and not permit any licensee or sublicensee thereof to) do any
act or knowingly omit to do any act whereby any Trademark may
become invalidated.
(b) The Borrower will not, except with respect to any
Patent that the Borrower shall reasonably determine is of
negligible economic value to it, do any act, or omit to do any
act, whereby any Patent may become abandoned or dedicated.
(c) The Borrower will notify the Agent and the Lenders
immediately if it knows, or has reason to know, that any
application or registration relating to any material Patent or
Trademark may become abandoned or dedicated, or of any adverse
determination or development (including, without limitation, the
institution of, or any such determination or development in, any
proceeding in the United States Patent and Trademark Office or
any court or tribunal in any country) regarding the Borrower's
ownership of any material Patent or Trademark or its right to
register the same or to keep and maintain the same.
(d) Whenever the Borrower, either by itself or through any
agent, employee, licensee or designee, shall file an application
for the registration of any material Patent or Trademark with the
United States Patent and Trademark Office or any similar office
or agency in any other country or any political subdivision
thereof, the Borrower shall report such filing to the Agent and
the Lenders within five Business Days after the last day of the
fiscal quarter in which such filing occurs. Upon request of the
Agent, the Borrower shall execute and deliver any and all
agreements, instruments, documents, and papers as the Agent may
request to evidence the Agent's and the Lenders' security
interest in any Patent or Trademark and the goodwill and general
intangibles of the Borrower relating thereto or represented
thereby;
(e) Subject to the provisions of subsections 6.2(a) and
(b), the Borrower will take all reasonable and necessary steps,
including, without limitation, in any proceeding before the
United States Patent and Trademark Office, or any similar office
or agency in any other country or any political subdivision
thereof, to maintain and pursue each application (and to obtain
the relevant registration) and to maintain each registration of
the Patents and Trademarks, including, without limitation, filing
of applications for renewal, affidavits of use and affidavits of
incontestability; provided, however, that this subsection 6.2(e)
shall not be deemed to obligate the Borrower to continue the
prosecution of any application which the Borrower reasonably
believes, after consultation with the Agent, is not patentable or
registrable or is of insignificant value to it.
(f) In the event that the Borrower should reasonably become
aware that any Patent or Trademark included in the Collateral is
infringed, misappropriated or diluted by a third party, the
Borrower shall promptly notify the Agent and the Lenders after it
learns thereof and shall, unless the Borrower shall reasonably
determine that such Patent or Trademark is of negligible economic
value to the Borrower, which determination the Borrower shall
promptly report to the Agent and the Lenders, promptly sue for
infringement, misappropriation or dilution, to seek injunctive
relief where appropriate and to recover any and all damages for
such infringement, misappropriation or dilution, or take such
other actions as the Borrower shall reasonably deem appropriate
under the circumstances to protect such Patent or Trademark.
7. Remedies.
7.1 Notice to Account Debtors. Upon the request of the
Agent at any time after the occurrence and during the continuance
of an Event of Default, the Borrower shall notify account debtors
on the Accounts that the Accounts have been assigned to the Agent
for the ratable benefit of the Lenders and that payments in
respect thereof shall be made directly to the Agent.
7.2 Proceeds to be Turned Over To Agent. In addition to
the rights of the Agent and the Lenders specified in subsection
5.3 with respect to payments of Accounts, if an Event of Default
shall occur and be continuing all Proceeds received by the
Borrower consisting of cash, checks and other near-cash items
shall be held by the Borrower in trust for the Agent and the
Lenders, segregated from other funds of the Borrower, and shall,
forthwith upon receipt by the Borrower, be turned over to the
Agent in the exact form received by the Borrower (duly indorsed
by the Borrower to the Agent, if required) and held by the Agent
in a Collateral Account maintained under the sole dominion and
control of the Agent. All Proceeds while held by the Agent in a
Collateral Account (or by the Borrower in trust for the Agent and
the Lenders) shall continue to be held as collateral security for
all the Obligations and shall not constitute payment thereof
until applied as provided in subsection 7.3.
7.3 Application of Proceeds. At such intervals as may be
agreed upon by the Borrower and the Agent, or, if an Event of
Default shall have occurred and be continuing, at any time at the
Agent's election, the Agent may apply all or any part of Proceeds
held in any Collateral Account in payment of the Obligations in
such order as the Agent may elect, and any part of such funds
which the Agent elects not so to apply and deems not required as
collateral security for the Obligations shall be paid over from
time to time by the Agent to the Borrower or to whomsoever may be
lawfully entitled to receive the same. Any balance of such
Proceeds remaining after the Obligations shall have been paid in
full and the Commitments shall have been terminated shall be paid
over to the Borrower or to whomsoever may be lawfully entitled to
receive the same.
7.4 UCC Remedies. If an Event of Default shall occur and
be continuing, the Agent, on behalf of the Lenders, may exercise,
in addition to all other rights and remedies granted to them in
this Agreement and in any other instrument or agreement securing,
evidencing or relating to the Obligations, all rights and
remedies of a secured party under the UCC. Without limiting the
generality of the foregoing, the Agent, without demand of
performance or other demand, presentment, protest, advertisement
or notice of any kind (except any notice required by law referred
to below) to or upon the Borrower or any other Person (all and
each of which demands, defenses, advertisements and notices are
hereby waived), may in such circumstances forthwith collect,
receive, appropriate and realize upon the Collateral, or any part
thereof, and/or may forthwith sell, lease, assign, give option or
options to purchase, or otherwise dispose of and deliver the
Collateral or any part thereof (or contract to do any of the
foregoing), in one or more parcels at public or private sale or
sales, at any exchange, broker's board or office of the Agent or
any Lender or elsewhere upon such terms and conditions as it may
deem advisable and at such prices as it may deem best, for cash
or on credit or for future delivery without assumption of any
credit risk. The Agent or any Lender shall have the right upon
any such public sale or sales, and, to the extent permitted by
law, upon any such private sale or sales, to purchase the whole
or any part of the Collateral so sold, free of any right or
equity of redemption in the Borrower, which right or equity is
hereby waived or released. The Borrower further agrees, at the
Agent's request, to assemble the Collateral and make it available
to the Agent at places which the Agent shall reasonably select,
whether at the Borrower's premises or elsewhere. The Agent shall
apply the net proceeds of any such collection, recovery, receipt,
appropriation, realization or sale, after deducting all
reasonable costs and expenses of every kind incurred therein or
incidental to the care or safekeeping of any of the Collateral or
in any way relating to the Collateral or the rights of the Agent
and the Lenders hereunder, including, without limitation,
reasonable attorneys' fees and disbursements, to the payment in
whole or in part of the Obligations, in such order as the Agent
may elect, and only after such application and after the payment
by the Agent of any other amount required by any provision of
law, including, without limitation, Section 9-504(1)(c) of the
UCC, need the Agent account for the surplus, if any, to the
Borrower. To the extent permitted by applicable law, the
Borrower waives all claims, damages and demands it may acquire
against the Agent or any Lender arising out of the exercise by
them of any rights hereunder. If any notice of a proposed sale
or other disposition of Collateral shall be required by law, such
notice shall be deemed reasonable and proper if given at least 10
days before such sale or other disposition.
7.5 Deficiency. The Borrower shall remain liable for any
deficiency if the proceeds of any sale or other disposition of
the Collateral are insufficient to pay the Obligations and the
fees and disbursements of any attorneys employed by the Agent or
any Lender to collect such deficiency.
8. Agent's Appointment as Attorney-in-Fact; Agent's
Performance of Borrower's Obligations.
8.1 Powers. The Borrower hereby irrevocably constitutes
and appoints the Agent and any officer or agent thereof, with
full power of substitution, as its true and lawful attorney-in-fact
with full irrevocable power and authority in the place and
stead of the Borrower and in the name of the Borrower or in its
own name, from time to time in the Agent's discretion, for the
purpose of carrying out the terms of this Agreement, to take any
and all appropriate action and to execute any and all documents
and instruments which may be necessary or desirable to accomplish
the purposes of this Agreement, and, without limiting the
generality of the foregoing, the Borrower hereby gives the Agent
the power and right, on behalf of the Borrower, without assent by
the Borrower, to do the following:
(a) in the case of any Account, at any time when the
authority of the Borrower to collect the Accounts has been
curtailed or terminated pursuant to paragraph 5.3(a), or in the
case of any other Collateral, at any time when any Event of
Default shall have occurred and is continuing, in the name of the
Borrower or its own name or the names of the Lenders, to take
possession of and indorse and collect any checks, drafts, notes,
acceptances or other instruments for the payment of moneys due
under any Account, Instrument, General Intangible or Contract or
with respect to any other Collateral and to file any claim or to
take any other action or proceeding in any court of law or equity
or otherwise deemed appropriate by the Agent for the purpose of
collecting any and all such moneys due under any Account,
Instrument, General Intangible or Contract or with respect to any
other Collateral whenever payable;
(b) in the case of any Patents or Trademarks, to execute
and deliver any and all agreements, instruments, documents, and
papers as the Agent may request to evidence the Agent's and the
Lenders' security interest in any Patent or Trademark and the
goodwill and general intangibles of the Borrower relating thereto
or represented thereby;
(c) to pay or discharge taxes and Liens levied or placed on
or threatened against the Collateral, to effect any repairs or
any insurance called for by the terms of this Agreement and to
pay all or any part of the premiums therefor and the costs
thereof;
(d) to execute, in connection with the sale provided for in
Section 7.4 hereof, any indorsements, assignments or other
instruments of conveyance or transfer with respect to the
Collateral; and
(e) upon the occurrence and during the continuance of any
Event of Default, (1) to direct any party liable for any payment
under any of the Collateral to make payment of any and all moneys
due or to become due thereunder directly to the Agent or as the
Agent shall direct; (2) to ask or demand for, collect, receive
payment of and receipt for, any and all moneys, claims and other
amounts due or to become due at any time in respect of or arising
out of any Collateral; (3) to sign and indorse any invoices,
freight or express bills, bills of lading, storage or warehouse
receipts, drafts against debtors, assignments, verifications,
notices and other documents in connection with any of the
Collateral; (4) to commence and prosecute any suits, actions or
proceedings at law or in equity in any court of competent
jurisdiction to collect the Collateral or any thereof and to
enforce any other right in respect of any Collateral; (5) to
defend any suit, action or proceeding brought against the
Borrower with respect to any Collateral; (6) to settle,
compromise or adjust any such suit, action or proceeding and, in
connection therewith, to give such discharges or releases as the
Agent may deem appropriate; (7) to assign any Patent or Trademark
(along with the goodwill of the business to which any such Patent
or Trademark pertains), throughout the world for such term or
terms, on such conditions, and in such manner, as the Agent shall
in its sole discretion determine; and (8) generally, to sell,
transfer, pledge and make any agreement with respect to or
otherwise deal with any of the Collateral as fully and completely
as though the Agent were the absolute owner thereof for all
purposes, and to do, at the Agent's option and the Borrower's
expense, at any time, or from time to time, all acts and things
which the Agent deems necessary to protect, preserve or realize
upon the Collateral and the Agent's and the Lenders' security
interests therein and to effect the intent of this Agreement, all
as fully and effectively as the Borrower might do.
8.2 Performance by Agent of Borrower's Obligations. If the
Borrower fails to perform or comply with any of its agreements
contained herein, the Agent, at its option, but without any
obligation so to do, may perform or comply, or otherwise cause
performance or compliance, with such agreement.
8.3 Borrower's Reimbursement Obligation. The expenses of
the Agent incurred in connection with actions undertaken as
provided in this Section, together with interest thereon at a
rate per annum equal to 6 1/2% above the ABR from the date of
payment by the Agent to the date reimbursed by the Borrower,
shall be payable by the Borrower to the Agent on demand.
8.4 Ratification; Power Coupled With An Interest. The
Borrower hereby ratifies all that said attorneys shall lawfully
do or cause to be done by virtue hereof. All powers,
authorizations and agencies contained in this Agreement are
coupled with an interest and are irrevocable until this Agreement
is terminated and the security interests created hereby are
released.
9. Duty of Agent. The Agent's sole duty with respect to
the custody, safekeeping and physical preservation of the
Collateral in its possession, under Section 9-207 of the UCC or
otherwise, shall be to deal with it in the same manner as the
Agent deals with similar property for its own account. Neither
the Agent, any Lender nor any of their respective directors,
officers, employees or agents shall be liable for failure to
demand, collect or realize upon any of the Collateral or for any
delay in doing so or shall be under any obligation to sell or
otherwise dispose of any Collateral upon the request of the
Borrower or any other Person or to take any other action
whatsoever with regard to the Collateral or any part thereof.
The powers conferred on the Agent and the Lenders hereunder are
solely to protect the Agent's and the Lenders' interests in the
Collateral and shall not impose any duty upon the Agent or any
Lender to exercise any such powers. The Agent and the Lenders
shall be accountable only for amounts that they actually receive
as a result of the exercise of such powers, and neither they nor
any of their officers, directors, employees or agents shall be
responsible to the Borrower for any act or failure to act
hereunder, except for their own gross negligence or willful
misconduct.
10. Execution of Financing Statements. Pursuant to Section
9-402 of the UCC, the Borrower authorizes the Agent to file
financing statements with respect to the Collateral without the
signature of the Borrower in such form and in such filing offices
as the Agent reasonably determines appropriate to perfect the
security interests of the Agent under this Agreement. A carbon,
photographic or other reproduction of this Agreement shall be
sufficient as a financing statement for filing in any
jurisdiction. The Agent shall, at the Borrower's expense,
provide the Borrower with prior written notice of such filing, as
well as a stamped file copy of such financing statement following
any such filing.
11. Authority of Agent. The Borrower acknowledges that the
rights and responsibilities of the Agent under this Agreement
with respect to any action taken by the Agent or the exercise or
non-exercise by the Agent of any option, voting right, request,
judgment or other right or remedy provided for herein or
resulting or arising out of this Agreement shall, as between the
Agent and the Lenders, be governed by the Credit Agreement and by
such other agreements with respect thereto as may exist from time
to time among them, but, as between the Agent and the Borrower,
the Agent shall be conclusively presumed to be acting as agent
for the Lenders with full and valid authority so to act or
refrain from acting, and the Borrower shall be under no
obligation, or entitlement, to make any inquiry respecting such
authority.
12. Notices. All notices, requests and demands to or upon
the Agent or the Borrower to be effective shall be in writing (or
by telex, fax or similar electronic transfer confirmed in
writing) and shall be deemed to have been duly given or made
(a) when delivered by hand or (b) if given by mail, when
deposited in the mails by certified mail, return receipt
requested, or (c) if by telex, fax or similar electronic
transfer, when sent and receipt has been confirmed, addressed to
the Agent or the Borrower at its address or transmission number
for notices provided in subsection 9.2 of the Credit Agreement.
The Agent and the Borrower may change their addresses and
transmission numbers for notices by notice in the manner provided
in this Section.
13. Severability. Any provision of this Agreement which is
prohibited or unenforceable in any jurisdiction shall, as to such
jurisdiction, be ineffective to the extent of such prohibition or
unenforceability without invalidating the remaining provisions
hereof, and any such prohibition or unenforceability in any
jurisdiction shall not invalidate or render unenforceable such
provision in any other jurisdiction.
14. Amendments in Writing; No Waiver; Cumulative Remedies.
14.1 Amendments in Writing. None of the terms or
provisions of this Agreement may be waived, amended, supplemented
or otherwise modified except by a written instrument executed by
the Borrower and the Agent, provided, that any provision of this
Agreement may be waived by the Agent and the Lenders in a letter
or agreement executed by the Agent or by telex or facsimile
transmission from the Agent.
14.2 No Waiver by Course of Conduct. Neither the Agent nor
any Lender shall by any act (except by a written instrument
pursuant to subsection 14.1 hereof), delay, indulgence, omission
or otherwise be deemed to have waived any right or remedy
hereunder or to have acquiesced in any Default or Event of
Default or in any breach of any of the terms and conditions
hereof. No failure to exercise, nor any delay in exercising, on
the part of the Agent or any Lender, any right, power or
privilege hereunder shall operate as a waiver thereof. No single
or partial exercise of any right, power or privilege hereunder
shall preclude any other or further exercise thereof or the
exercise of any other right, power or privilege. A waiver by the
Agent or any Lender of any right or remedy hereunder on any one
occasion shall not be construed as a bar to any right or remedy
which the Agent or such Lender would otherwise have on any future
occasion.
14.3 Remedies Cumulative. The rights and remedies herein
provided are cumulative, may be exercised singly or concurrently
and are not exclusive of any other rights or remedies provided by
law.
15. Section Headings. The section and subsection headings
used in this Agreement are for convenience of reference only and
are not to affect the construction hereof or be taken into
consideration in the interpretation hereof.
16. Successors and Assigns. This Agreement shall be
binding upon the successors and assigns of the Borrower and shall
inure to the benefit of the Agent and the Lenders and their
successors and assigns.
17. Governing Law. This Agreement shall be governed by,
and construed and interpreted in accordance with, the law of the
State of New York.
<PAGE>
IN WITNESS WHEREOF, the undersigned has caused this Security
Agreement to be duly executed and delivered as of the date first
above written.
SMITH CORONA CORPORATION
By: /s/ M. J. Eckhardt
Title: Vice President, Treasurer
<PAGE>
SCHEDULE 1
----------
PATENTS AND PATENT LICENSES
SMITH CORONA - U.S. PATENTS
<TABLE>
<CAPTION>
T-NO. TITLE INVENTOR PAT. NO. ISSUE DATE EXPIRE
<S> <C> <C> <C> <C> <C>
T-206 DUAL SEGMENT CONT. PORTERFIELD 4131374 12/26/78 12/26/95
MOTION RIBBON FEED
MECHANISM
T-208 RIBBON FEED MECH. PORTERFIELD 4140407 02/20/79 02/20/96
RESPONSIVE TO CASE SHATTUCK
SHIFT MECHANISM
T-213 TYPEWRITER SPIRAL HOCK 4149809 04/17/79 04/17/96
DISC PRINTER
T-191 LOW SILHOUETTE DANNATT 4188137 02/12/80 02/12/97
KEYBOARD
T-216 TYPEWRITER KEY MUELLER 4191483 03/04/80 03/04/97
ACTION
T-218 PLATEN VARIABLE DEWEY 4235556 11/25/80 11/25/97
NELSON
T-214 MULTI BAR ENCODING JALBERT 4258356 03/24/81 03/24/98
APPARATUS UTILIZING
ACOUSTIC ENERGY
T-217 KEY MECHANISM LONGROD 4269521 05/26/81 05/26/98
HAVING SNAP ACTION
T-226 ACOUSTIC RIMBEY 4311991 01/19/82 01/19/99
TRANSMISSION
T-233 RELEASABLE RIBBON CAPPOTTO 4337001 06/29/82 06/29/99
LOCKING DEVICE IN A
RIBBON CARTRIDGE
T-223 ELECTRIC MOTOR HOYER 4340830 07/20/82 07/20/99
-ELLEFSEN
T-246 HALFSPACE CONTROL SMITH 4408918 10/11/83 10/11/00
SYSTEM FOR ELECTRONIC
TYPEWRITER WITH
CORRECTION REGISTER
T-280 AUTOMATIC WORD BLANCHARD 4561793 12/31/85 12/31/02
CORRECTING SYSTEM
T-290 ONE-TOUCH CHARACTER GRAY 4585362 04/29/86 04/29/03
CORRECTION AND RE-
PLACEMENT SYSTEM
T-300 SPELLING ERROR ADAMS 4655620 04/07/87 04/07/04
FINDING FEATURE GRAY
INCLUDING AN
ELECTRONIC SPELLING
DICTIONARY
T-304 RIGHT MARGIN ZONE CURLEY 4678351 07/07/87 07/07/04
HYPHENATION
T-310 PRINT HAMMER VOUGHT 4743128 05/10/88 05/10/05
SOLENOID MUELLER
CONDITIONED SINGLE
SOLENOID RIBBON AND
TAPE FEED SYSTEM
T-305 SOLENOID DEVICE PAWLAK 4745386 05/17/88 05/17/05
T-307 PRINTING ELEMENT MUELLER 4746235 05/24/88 05/24/05
HOMING DEVICE PAWLAK
T-308 TYPEWRITER LID MUELLER 4768891 09/06/88 09/06/05
ACTUATED PRINTING
ELEMENT HOMING
AND CARRIER
REPOSITIONING DEVICE
T-291 COMPACT SPELLING GRAY 4782464 11/01/88 11/01/05
-CHECK ADAMS
DICTIONARY DUNCAN
T-292 SPELLING CHECK GRAY 4783761 11/08/88 11/08/05
DICTIONARY WITH ADAMS
EARLY ERROR SIGNAL DUNCAN
T-299 WORD PROCESSOR DUNCAN 4797855 01/10/89 01/10/06
HAVING SPELLING GRAY
CORRECTOR BATTISTA
ADAPTIVE TO OPERATOR
ERROR EXPERIENCE
T-301 DICTIONARY MEMORY DUNCAN 4807181 02/21/89 02/21/06
WITH VISUAL ADAMS
SCANNING FROM A GRAY
SELECTABLE STARTING
POINT
T-314 ELECTRONIC KEYBOARD CURLEY 4818828 04/04/89 04/04/06
LONGROD
T-316 DICTIONARY MCRAE 4847766 07/11/89 07/11/06
TYPEWRITER WITH ROBERTS
CORRECTION OF
COMMONLY CONFUSED
WORDS
T-328 KEYBUTTON GUIDE CURLEY 4855548 08/08/89 08/08/06
ASSY FOR A KEYBOARD LONGROD
T-324 TAPE CASSETTE FOR MUELLER 4886383 12/12/89 12/12/06
METERING CORRECTION
TAPE FEED
T-327 RIBBON TENSIONING CAPPOTTO 4886385 12/12/89 12/12/06
MECH.
T-326 PUNCTUATION CHECK MCRAE 4887920 12/19/89 12/19/06
FEATURE FOR AN ROBERTS
ELECTRONIC
TYPEWRITER
T-317 MEMORY TYPEWRITER MCRAE 4888730 12/19/89 12/19/06
WITH COUNT OF ROBERTS
OVERUSED WORDS
T-322 INK RIBBON AND MUELLER 4900171 02/13/90 02/13/07
CORRECTION TAPE CAPPOTTO
CASSETTE CAPABILITY
T-311 AUTO-REALIGNED PRINT DUNCAN 4907900 03/13/90 03/13/07
CORRECTION
T-325 THESAURUS FEATURE BLANCHARD 4923314 05/08/90 05/08/07
FOR ELECTRONIC ROBERTS
TYPEWRITERS
T-329C PLURAL CASSETTES MUELLER 4971462 11/20/90 11/20/07
HAVING COMPATIBILITY CAPPOTTO
ARRANGEMENT
T-331 PRINT CARRIER RACK LONGROD 4976556 12/11/90 12/11/07
DRIVE
T-343 PLAIN PAPER CARTRIDGECURLEY 5057930 10/15/91 10/15/08
FOR FACSIMILE MACHINE
T-330 ELECTRONIC DUNCAN 5060154 10/22/91 10/22/08
TYPEWRITER OR WORD
PROCESSOR WITH
DETECTION AND/OR
CORRECTION OF
SELECTED PHRASES
T-344 THERMAL PAPER CURLEY 5060076 10/21/91 10/21/08
CARTRIDGE FOR
FACSIMILE MACHINE
T-347 RIBBON CASSETTE WITH MARTINEZ 5074689 12/24/91 12/24/08
CIP INTEGRAL PAPER GUIDE
T-342 FACSIMILE CARTRIDGE CURLEY 5089897 02/18/92 02/12/09
SYSTEM
T-347 RIBBON CASSETTE WITH MARTINEZ 5098208 03/24/92 03/24/09
CONT INTEGRAL PAPER GUIDE
T-349 THERMAL PRINT HEAD MARTINEZ 5106213 04/21/92 04/21/09
CONTROL MECHANISM CURLEY
T-352 BRAKE MECHANISM SHERMAN 5109573 05/05/92 05/05/09
FOR A PIVOTABLE
CHARACTER DISPLAY
T-362 INTEGRAL LOCKING BARON 5158382 10/27/92 10/27/09
DEVICE FOR A ANDERSON, JR.
TYPEWRITER
T-346 HINGE FOR USE WITH SHERMAN 5165145 11/24/92 11/24/09
PORTABLE ELECTRONIC
APP.
T-361 PRINTING DEVICE MARTINEZ 5174666 12/29/92 12/29/09
HAVING PRINTWHEEL MUELLER
COUPLING MEANS
T-363 PRINTING MECHANISM PAWLAK 5174671 12/29/92 12/29/92
WITH PRINT HAMMER RIMBEY
HAVING NOISE ANDERSON, JR.
DAMPENER
T-358 QUIET IMPACT RIMBEY 5183344 02/02/93 02/02/10
PRINTER MECH. PAWLAK
RODEE
T-358 QUIET IMPACT. RIMBEY 5199804 04/06/93 04/06/10
CIP PRINTER MECH PAWLAK
T-329C4CASSETTE HAVING CAPPOTTO 5267803 12/07/93 12/07/10
COMPATIBILITY
ARRANGEMENT
T-368 MINIATURE KEYBOARD SMILEY 5383735 01/24/95 01/24/12
DIV
</TABLE>
<PAGE>
SMITH CORONA - U.S. DESIGN PATENTS
<TABLE>
<CAPTION>
ISSUE
T-NO. TITLE INVENTOR PAT. NO. DATE EXPIRE
<S> <C> <C> <C> <C> <C>
TD-225 CARRYING CASE FOR A LABARBERA D259,975 07/28/81 07/28/95
TYPEWRITERS
TD-224 TYPEWRITER LABARBERA D262,036 11/24/81 11/24/95
TD-227 RIBBON CARTRIDGE CHRISTIE D265,566 07/27/82 07/27/96
CAPPOTTO
TD-238 RIBBON CARTRIDGE CHRISTIE D265,567 07/27/82 07/27/96
CAPPOTTO
TD-241 TYPEWRITER JOLLIFFE D266,674 10/26/82 10/26/96
TD-236 PRINT ELEMENT CLAXTON D266,742 11/02/82 11/02/96
CONTAINER
TD-240 CONTROL KNOB FOR JOLLIFFE D267,254 12/14/82 12/14/96
OFFICE MACHINES
TD-248 RIBBON CARTRIDGE PAONE D267,542 01/11/83 01/11/97
SHIPPING TRAY
TD-262 CONTROL KNOB FOR AN JOLLIFFE D268,846 05/03/83 05/03/97
OFFICE MACHINE
TD-260 PRINTER LABARBERA D269,346 06/14/83 06/14/97
TD-259 CASE FOR A LABARBERA D269,647 07/12/83 07/12/97
TYPEWRITER
TD-258 TYPEWRITER CLAXTON D270,070 08/09/83 08/09/97
JOLLIFFE
TD-255 TYPEWRITER METZNER D270,545 09/13/83 09/13/97
TD-273 TYPEWRITER JOLLIFFE D271,024 10/18/83 10/18/97
TD-275 TYPEWRITER JOLLIFFE D277,968 03/12/85 03/12/99
TD-278 TYPEWRITER CORNELIUS D281,253 11/05/85 11/05/99
TD-281 TYPEWRITER JOLLIFFE D281,509 11/26/85 11/26/99
TD-293 RIBBON CASSETTE CAPPOTTO D289,529 04/28/87 04/28/01
BARTOLONE
TD-297 TYPEWRITER BENSON D289,902 05/19/87 05/19/01
TD-294 TYPEWRITER LID GREENE D290,468 06/23/87 06/23/01
MCCALL
TD-303 TYPEWRITER KASPRZYCKI D301,041 05/09/89 05/09/03
TD-323 RIBBON CASSETTE MUELLER D308,070 05/22/90 05/22/04
VOUGHT
TD-319 TYPEWRITER KASPRZYCKI D308,535 06/12/90 06/12/04
TD-335 PORTABLE WORD LAMPE D309,859 08/14/90 08/14/04
PROCESSOR
TD-332 HAND HELD ELECTRONIC KASPRZYCKI D310,209 08/28/90 08/28/04
DICTIONARY
TD-323 RIBBON CASSETTE MUELLER D310,384 09/04/90 09/04/04
CIP VOUGHT
TD-312 TYPEWRITER KASPRZYCKI D311,926 11/06/90 11/06/04
TD-336 PRINTER LAMPE D315,172 03/05/91 03/05/05
TD-333 TYPEWRITER PIERCE D316,558 04/30/91 04/30/05
TD-313 TYPEWRITER KASPRZYCKI D317,321 06/04/91 06/04/05
TD-334 TYPEWRITER PIERCE D317,934 07/02/91 07/02/05
TD-339 POCKET ELECTRONIC PIERCE D319,223 08/20/91 08/20/05
DICTIONARY KASPRZYCKI
TD-338 WORD PROCESSOR LAMPE D319,636 09/03/91 09/03/05
TD-348 RIBBON CASSETTE LAMPE D319,652 09/03/91 09/03/05
TD-337 TYPEWRITER KASPRZYCKI D322,087 12/03/91 12/03/05
TD-340 TYPEWRITER PIERCE D332,960 02/02/93 02/02/07
TD-353 WORD PROCESSOR LAMPE D333,830 03/09/93 03/09/07
TD-355 WORD PROCESSOR SMILEY D333,816 03/09/93 03/09/07
TD-354 PORTABLE WORD SMILEY D335,123 04/27/93 04/27/07
PROCESSOR<PAGE>
</TABLE>
SMITH CORONA, FOREIGN PATENTS
<TABLE>
<CAPTION
T-NO. TITLE COUNTRY PAT. NO. ISSUE
DATE
<S> <C> <C> <C> <C>
T-223 ELECTRIC MOTOR ASSEMBLY CANADA 1156704 11/08/83
T-242 RIBBON CARTRIDGE HANDLING CANADA 1156593 11/08/83
APPARATUS
T-244 SPACEBAR TOUCH CONTROL CANADA 1150657 07/26/83
APPARATUS
T-253 REVERSE TABULATION CANADA 1193993 09/24/85
T-276 CABLE DRIVE SYSTEM CANADA 1214423 11/25/86
T-276 CABLE DRIVE SYSTEM JAPAN 2-39,989 09/07/90
T-280 AUTOMATIC WORD CANADA 1219680 03/24/87
CORRECTING SYSTEM
T-280 AUTOMATIC WORD GREAT 2156559 01/22/87
CORRECTING SYSTEM BRITAIN
T-280 AUTOMATIC WORD ITALY 1184976 10/28/87
CORRECTING SYSTEM
T-280 AUTOMATIC WORD GERMANY P35 08 472.3 10/06/88
CORRECTING SYSTEM
T-280 AUTOMATIC WORD JAPAN 1696036 09/28/92
CORRECTING SYSTEM
T-314 ELECTRONIC KEYBOARD CANADA 1294020 07/01/92
T-322 CASSETTE COMPATIBILITY TAIWAN UM 71575 06/02/92
T-322 CASSETTE COMPATIBILITY MEXICO 171119 10/01/93
T-322 CASSETTE COMPATIBILITY TAIWAN NI-42715 03/05/91
T-322 CASSETTE COMPATIBILITY CANADA 1309371 10/27/92
T-322 CASSETTE COMPATIBILITY KOREA 66238 10/08/93
T-324 TAPE CASSETTE FOR TAIWAN NI-37536 06/26/90
METERING CORRECTION
TAPE FEED
T-324 TAPE CASSETTE FOR CANADA 1316138 04/13/93
METERING CORRECTION
TAPE FEED
T-324 TAPE CASSETTE FOR EUROPEAN 0330777 07/17/91
METERING CORRECTION
TAPE FEED
T-324 TAPE CASSETTE FOR KOREA 43988 08/30/91
METERING CORRECTION
TAPE FEED
T-324 TAPE CASSETTE FOR MEXICO 164035 07/10/92
METERING CORRECTION
TAPE FEED
T-324 TAPE CASSETTE FOR SINGAPORE 1136/92 11/12/92
METERING CORRECTION
TAPE FEED
T-327 RIBBON TENSIONING MECH. KOREA 51177 05/01/92
T-328 KEYBUTTON GUIDE ASSY CANADA 1327222 02/22/94
FOR A KEYBOARD
T-328 KEYBUTTON GUIDE ASSY KOREA 47427 02/04/92
FOR A KEYBOARD
T-329 PLURAL CASSETTES HAVING EUROPEAN 0319285 03/03/93
COMPATIBILITY ARRANGEMENT
(RIBBON CASSETTE)
T-329 PLURAL CASSETTES HAVING SINGAPORE 627/93 06/16/93
COMPATIBILITY ARRANGEMENT
(RIBBON CASSETTE)
T-329 PLURAL CASSETTES HAVING GERMANY DE3878853T2 03/03/93
COMPATIBILITY ARRANGEMENT
(RIBBON CASSETTE)
T-329 PLURAL CASSETTES HAVING ITALY 67608 BE-93 03/08/93
COMPATIBILITY ARRANGEMENT
(RIBBON CASSETTE)
T-331 CARRIER RACK DRIVE AUSTRALIA 617914 03/31/92
T-331 CARRIER RACK DRIVE EUROPEAN 0378290 04/13/94
T-347 RIBBON CASSETTE WITH TAIWAN NI-41,704 01/12/91
INTEGRAL PAPER GUIDE
T-347 RIBBON CASSETTE WITH MEXICO 173158 02/02/94
INTEGRAL PAPER GUIDE
T-359 SYSTEM INCLUDING INK GREAT 0449392 05/18/94
RIBBON AND CORRECTION BRITAIN
TAPE CASSETTES HAVING A
COMPATIBILTY ARRANGEMENT
T-360 CORRECTION TAPE CASSETTE GREAT 448184 07/06/94
HAVING COMPATIBILITY BRITAIN
ARRANGEMENT
T-360 CORRECTION TAPE CASSETTE ITALY 70350 BE-94 10/04/94
HAVING COMPATIBILITY
ARRANGEMENT
/TABLE
<PAGE>
SMITH CORONA, FOREIGN PATENT - DESIGN
<TABLE>
<CAPTION>
T-NO. TITLE COUNTRY PAT. NO. ISSUE DATE
<S> <C> <C> <C> <C>
TD-323 RIBBON CASSETTE CANADA 62181 12/20/88
TD-323 RIBBON CASSETTE FRANCE 88 3447 09/08/89
TD-323 RIBBON CASSETTE GREAT 1051115 01/04/89
BRITAIN
TD-323 RIBBON CASSETTE GERMANY MR 29 654 06/30/88
TD-323 RIBBON CASSETTE ITALY 53758 04/02/90
TD-323 RIBBON CASSETTE JAPAN 82 7791 10/25/91
TD-323 RIBBON CASSETTE KOREA 96880 10/12/89
TD-323 RIBBON CASSETTE MEXICO 3 955 11/14/90
TD-323 RIBBON CASSETTE SWITZERLAND 116899 09/26/88
TD-323CIP RIBBON CASSETTE FRANCE 88 7313 11/17/89
TD-323CIP RIBBON CASSETTE GERMANY M 88 03 078.4 11/09/88
TD-323CIP RIBBON CASSETTE ITALY 57 054 02/07/92
TD-323CIP RIBBON CASSETTE KOREA 102578 04/17/90
TD-323CIP RIBBON CASSETTE KOREA 102,578-1 04/17/90
TD-323CIP RIBBON CASSETTE SWITZERLAND 117158 11/25/88
TD-348 RIBBON CASSETTE CANADA 67988 02/12/91
TD-348 RIBBON CASSETTE FRANCE 02 96095 05/30/91
TD-348 RIBBON CASSETTE GREAT 2011375 01/30/92
BRITAIN
TD-348 RIBBON CASSETTE ITALY 59 774 09/13/93
TD-348 RIBBON CASSETTE JAPAN 87 0306 03/25/93
TD-348 RIBBON CASSETTE KOREA 121394 11/04/91
TD-348 RIBBON CASSETTE MEXICO 5405 09/08/92
TD-348 RIBBON CASSETTE PORTUGAL 23041 03/23/93
TD-348 RIBBON CASSETTE SPAIN 124004 10/29/91
TD-348 RIBBON CASSETTE SWEDEN 50 488 09/18/91
TD-348 RIBBON CASSETTE TAIWAN ND 25247 12/06/90
TD-348 RIBBON CASSETTE DENMARK 0254/92 03/19/92
</TABLE>
<PAGE>
SMITH CORONA, U.S. APPLICATIONS
<TABLE>
<CAPTION>
T-NO. TITLE S.N. FILING DATE
<S> <C> <C> <C>
MECH.
- --------
T-366 INTEGRAL LINEFINDER 08/144,387 11/02/93
AND RIBBON GUIDE
T-368 MINIATURE KEYBOARD 08/095,470 07/23/93
T-372 LABEL PRINTER AND TAPE 08/174,936 12/28/93
AND INK CARTRDIGE FOR
USE THEREIN
DES.
- ------
TD-373 LABEL PRINTER 29/018,252 02/02/94
TD-374 RIBBON AND TAPE CART. 29/018,262 02/02/94
/TABLE
<PAGE>
SMITH CORONA, FOREIGN APPLICATIONS
<TABLE>
<CAPTION>
T-NO. TITLE COUNTRY S.N. FILING DATE
<S> <C> <C> <C> <C>
T-314 ELECTRONIC KEYBOARD JAPAN 63-325,750 12/23/88
T-314 ELECTRONIC KEYBOARD KOREA 17,062/1988 12/20/88
T-322 CASSETTE COMPATIBILITY TAIWAN 80 212,802 07/28/88
T-324 TAPE CASSETTE FOR METERING JAPAN 63-221,514 09/06/88
CORRECTION TAPE FEED
T-327 RIBBON TENSIONING MECH. JAPAN 1-116,249 05/11/89
T-328 KEYBUTTON GUIDE ASSEMBLY JAPAN 1-46,358 02/27/89
FOR A KEYBOARD
T-331 CARRIER RACK DRIVE CANADA 2004580 12/05/89
T-331 CARRIER RACK DRIVE JAPAN 1-338862 12/28/89
T-331 CARRIER RACK DRIVE KOREA 2371990 01/08/90
T-331 CARRIER RACK DRIVE MEXICO 19029 01/05/90
T-331 CARRIER RACK DRIVE NORWAY P900067 01/08/90
T-331 CARRIER RACK DRIVE PORTUGAL 92,810L 01/09/90
T-347 RIBBON CASSETTE WITH CANADA 2031152 11/29/90
INTEGRAL PAPER GUIDE
T-347 RIBBON CASSETTE WITH JAPAN 2-414792 12/27/90
INTEGRAL PAPER GUIDE
T-347 RIBBON CASSETTE WITH KOREA 20522/1990 12/13/90
INTEGRAL PAPER GUIDE
T-347 RIBBON CASSETTE WITH NORWAY P905335 01/07/91
INTEGRAL PAPER GUIDE
T-347 RIBBON CASSETTE WITH PORTUGAL 96466 01/11/91
INTEGRAL PAPER GUIDE
T-352 BRAKE MECHANISM FOR A CANADA 2037323 02/28/91
PIVOTABLE CHARACTER DISPLAY
T-352 BRAKE MECHANISM FOR A JAPAN 3-94696 04/01/91
PIVOTABLE CHARACTER DISPLAY
T-358CIP QUIET IMPACT PRINTER MECH. CANADA 2076992 08/27/92
T-358CIP QUIET IMPACT PRINTER MECH. JAPAN 4-265,306 09/08/92
T-358CIP QUIET IMPACT PRINTER MECH. MEXICO 92-6123 10/23/92
T-363 PRINTING MECH. WITH PRINT CANADA 2076900 08/27/92
HAMMER HAVING NOISE
DAMPENER
T-363 PRINTING MECH. WITH PRINT JAPAN 4-266,489 09/09/92
HAMMER HAVING NOISE
DAMPENER
T-363 PRINTING MECH. WITH PRINT MEXICO 92-6188 10/27/92
HAMMER HAVING NOISE
DAMPENER
T-372 LABEL PRINTER AND TAPE AND CANADA N.A. 11/17/94
INK CARTRIDGE FOR USE
THEREIN
T-372 LABEL PRINTER AND TAPE AND EUROPEAN 94308594.4 11/22/94
INK CARTRIDGE FOR USE
THEREIN
</TABLE>
Schedule 1 (continued)
PATENT LICENSES
- ---------------
LICENSE AGREEMENT DATE ENTERED INTO
Microlytics, Inc. and Smith Corona 2/24/89
Corporation
IBM Information Products Corporation 3/22/91
and Smith Corona Corporation
IBM Corporation and Smith Corona 1/1/93
Corporation
SCHEDULE 2
----------
TRADEMARKS AND TRADEMARK LICENSES
Trade Name
- ----------
Smith Corona Corporation
Trademark License
- -----------------
SCM Office Supplies, Inc. and Ampad Corporation
July 5, 1994
TRADEMARKS
----------
A. U.S. TRADEMARKS
<TABLE>
<CAPTION>
TRADEMARK GOODS REGNO EXPIRES C_UDATE
- --------- ----- ----- ------- -------
<S> <C> <C> <C> <C>
2J SUPPLIES & ACCESSORIES FOR
PRINTERS ABANDONED
AUTOSPELL TYPEWRITERS 1469029 2007/12/15 2007/06/
CHARACTERSWAP TYPEWRITERS/PWPS 1783432 2003/07/20 1998/07/
CITATION TYPEWRITERS 727463 2002/02/13 2001/07/
CORONA TYPEWRITERS 1807465 2003/11/30 1998/11/
CORONACALC COMPUTER PROGRAMS 1624551 2000/11/27 1995/11/
CORONACOM WP PRINTED CIRCUIT BOARD 1792130 2003/09/07 1998/09/
CORONAFAX FAX MACHINES, CARRYING CASES,
KITS, PAPER FOR FAX MACHINES APPLN
CORONAFONT COMPUTER SOFTWARE FOR PRINTIN
FONTS 1667484 2001/12/10 1996/12/
CORONAJET PRINTERS 1769203 2003/05/04 1998/05/
CORONAPRINT CORRECTION TAPES, ET AL.
FOR WPS AND TYPEWRITERS 1820586 2004/02/08 1999/02/
DESIGN
(STEAMROLLER) FACSIMILE MACHINES
DESIGN
(KEYBUTTON) WORD PROCESSORS & TYPEWRITERS 1625761 2000/12/04 1995/12/
DEVILLE TYPEWRITERS 932178 2002/01/14 2001/07/
ERASE-A-WORD TYPEWRITERS 1442567SR 2007/06/09 1992/06/
EXPRESSION TYPEWRITERS APPLN
FLAT PAPER
OUTPUT FACSIMILE MACHINES APPLN
FLAT PAPER
OUTPUT(design) FACSIMILE MACHINES APPLN
GALAXIE TYPEWRITERS 707783 2000/11/29 2000/05/
GRAMMAR-RIGHT
SYSTEM I TYPEWRITERS 1503854 2008/09/13 1993/09/
H KITS - WP & TYPEWRITER 1748229 2003/01/26 1997/07/
HRT PRINTERS 1810619 2003/12/14 1998/12/
IQ
INTELLIGENTLY
QUIET TYPEWRITERS/WPS 1778243 2003/06/22 1998/06/
JUNIOR
SCHOLASTIC
ALL-AMERICAN PROMOTION OF EDUCATION
& GOLF THRU AWARDS APPLN
LIFT-RITE TW RIBBONS,CARTRIDGES 1214793 2002/11/02 2001/06/
LINEERASER AUTOMATIC ERASING MEANS
SOLD AS PART OF TYPEWRITER 1558632SR 1999/08/07 1994/08/
OFFICE 2000 TYPEWRITERS APPLN
OFFICE XL TYPEWRITERS APPLN
PERSONAL CARD
FILE COMPUTER PROGRAM FOR
WORD PROCESSING 1664806 2001/11/19 1996/11/
PHRASE ALERT TYPEWRITER COMPONENT
SIGNALLING OPERATOR OF
MISUSED PHRASES 1624761 2000/11/27 1995/11/
PUNCTUATION
CHECK TYPEWRITERS 1578403SR 2000/01/16 1995/01/
PWP WORD PROCESSORS 1670136 2001/12/31 1996/12/
PWP START-RITE SUPPLIES FOR PWP 1479472 2008/03/08 2007/10/
PWP START-RITE KITS WP PRINT WHEELS, DATA
DISKS & CASSETTES 1800511 2003/10/26 1998/04/
RE-RITE TW RIBBON CARTRIDGES 1079860 1997/12/20 1997/06/
RIGHT RIBBON
SYSTEM WORD PROCESSORS, TYPEWRITERS
AND ACC & SUPPLIES 1583619 2000/02/20 1995/02/
S SALE OF KITS SUPPLIES
FOR WORD PROCESSORS 1715330 2002/09/15 1997/09/
SCM TYPEWRITERS AND TYPEWRITER
RIBBON CASSETTES 1873814 2005/01/17 2000/01/
SCM (tri-bar) TYPEWRITERS 738222 2002/09/25 2002/03/
SCM (tri-bar) RIBBON CARTRIDGES 1208293 2002/09/14 2002/03/
SCM (tri-bar) ELECTROSTATIC COPY PAPERS 774333 2004/08/04 2004/02/
SCM (tri-bar) TYPEWRITERS AND TYPEWRITER
RIBBON CASSETTES 1871294 2005/01/03 2000/01/
SCM OFFICE SUPPLIES APPLN
SCM (tri-bar) OFFICE SUPPLIES APPLN
SIMPLY SMART COMPUTERS 1709808 2002/08/25 1997/08/
SMITH CORONA WORD PROCESSORS 1620948 2000/11/06 1995/11/
SMITH CORONA PRINTERS 1631434 2001/01/15 1996/01/
SMITH CORONA
(LOGO) WORD PROCESSORS 1633823 2001/02/05 1996/02/
SMITH CORONA
(LOGO) TYPEWRITERS 1396799 2006/06/10 2005/12/
SMITH CORONA
(LOGO) PRINTERS 1633042 2001/01/29 1996/01/
SMITH CORONA
(LOGO) DESKS, WORK STATIONS,FURNITURE,
ACCESSORIES,LAMPS,CABINETS APPLN
SMITH CORONA
(LOGO) MACHINES FOR LAMINATING
DOCUMENTS 1870333 2004/12/27 1999/12/
SMITH CORONA
(LOGO) FAX MACHINES, ETC, PAPER
& SUPPLIES FOR FAX APPLN
SMITH CORONA
(LOGO) CALCULATORS APPLN
SMITH CORONA COMBO ELECTRONIC DICT
AND CALCULATOR 1620947 2000/11/06 ABANDON
SMITH CORONA WORD PROCESSORS 1620948 2000/11/06 1995/11/
SMITH CORONA
(LOGO) COMBO ELECTRONIC
DICT AND CALCULATOR 1623390 2000/11/20 ABANDON
SMITH-CORONA TYPEWRITERS,ADD MACHINES 517362 2009/11/08 2009/05/
SMITH CORONA SUPPLIES/ACCESSORIES
(horizontal FOR TYPEWRITERS, WORD
form) PROCESSORS APPLN
SPELL-RIGHT I TYPEWRITERS 1529647 1999/03/14 1994/03/
SPELL-RIGHT I DICTIONARY MODULE FOR
ELECTRONIC TYPEWRITERS 1531902 1999/03/28 1998/09/
SPELL-RIGHT I ELEC. DICTIONARY AND
CALCULATOR 1581219 2000/02/06 1995/02/
START-RITE RIBBONS, PRINTWHEELS 1414200 2006/10/21 2006/04/
STERLING TYPEWRITERS 780263 2004/11/17 2004/05/
THE INTELLIGENT
ALTERNATIVE
TO PC WORD PROCESSORS 1638925 2001/03/26 ABANDON
TOMORROWS
TECHNOLOGY
AT YOUR TOUCH WORD PROCESSORS 1583498 2000/02/20 1995/02/
TOOLS FOR
THOUGHT WPS, TYPEWRITERS, PCS 1787277 2003/08/20 1998/08/
WORKROOM OFFICE, WORK STATIONS, DESK
& COMPUTER ACCESSORIES APPLN
WORD-RIGHT WORD PROCESSOR, TYPEWRITER
COMPONENTS 1776316 2003/06/15 1998/06/
WORD-RIGHT &
DESIGN TYPEWRITERS 1410436 2006/09/23 2006/03/
WORDERASER TYPEWRITERS 1361225SR 2005/09/17 2005/03/
WORDERASER TYPEWRITER COMPONENT
FOR ERASING SPELLING ERRORS 1683757 2002/04/21 1997/04/
WORDFIND TYPEWRITERS 1428368 2007/02/10 2006/08/
WORDSWAP TYPEWRITERS/PWPS 1779404 2003/06/29 1998/06/
</TABLE>
B. FOREIGN TRADEMARKS
<TABLE>
<CAPTION>
Trademark INDEX# Country Goods Regno C_ud
- ----------------------------------- ------- ----- ----
<S> <C> <C> <C> <C> <C>
SCM (tri-bar) SCM106 ARGENTINA CALCULATORS, ADDING
MACHINES 1054227 2003
SMITH-CORONA SCM111 ARGENTINA TYPEWRITERS 1053107 2003
CORONACALC SCM193 AUSTRALIA ALL GOODS IN CLASS 9 A525768 1996
CORONAMATIC SCM92 AUSTRALIA TYPEWRITERS, RIBBON
CARTRIDGES 302674 1997
RIGHT RIBBON
SYSTEM SCM133 AUSTRALIA TYPEWRITERS & PARTS APPLN
RIGHT RIBBON
SYSTEM SCM133 AUSTRALIA TYPEWRITERS, PARTS
& ACCES. APPLN
SCM (tri-bar) SCM106 AUSTRALIA TYPEWRITERS & PARTS B172444 1998
SCM (tri-bar) SCM106 AUSTRALIA TYPEWRITER REPAIR,
SERVICE, MAINTENANCE B332952 1999
SMITH CORONA SCM236 AUSTRALIA WORD PROCESSORS A521844 1996
SMITH CORONA
logo SCM229 AUSTRALIA TYPEWRITERS A560884 1998
SMITH CORONA
logo SCM229 AUSTRALIA WORD PROCESSORS &
COMPUTER HDW A560885 1998
SMITH CORONA
logo SCM395 AUSTRALIA CALCULATORS & OTHER
GOODS IN CLASS APPLN
SMITH CORONA
logo SCM416 AUSTRALIA MACHINES FOR LAMINA-
TING DOCUMENTS A606182 2000
SMITH-CORONA SCM111 AUSTRALIA TYPEWRITERS & PARTS A105164 2006
START-RITE SCM117A AUSTRALIA ALL GOODS IN CLASS 16 561034 1998
START-RITE SCM117B AUSTRALIA ALL GOODS IN CLASS 9 B55588 1997
START-RITE SCM117C AUSTRALIA SUPPLIES FOR
TYPEWRITERS & W/P APPLN
IQ INTELLIGENTLY
QUIET SCM360 AUSTRIA TWS, WP SYSTEMS, ETC 147077 2002
SMITH CORONA
logo SCM229 AUSTRIA WORD PROCESSORS,
TYPEWRITERS 140341 2001
SMITH-CORONA SCM236 AUSTRIA TYPEWRITERS & WORD
PROCESSORS 034124 1995
WORDERASER SCM122 AUSTRIA TYPEWRITERS, WORD
PROCESSORS 130171 1999
CORONA SCM90 BENELUX TYPEWRITERS 72103 2000
CORONAMATIC SCM92 BENELUX TYPEWRITERS 335003 1995
H SCM191 BENELUX TYPEWRITER PARTS &
ACCESSORIES 538481 2003
IQ SERIES
INTELLIGENTLY
QUIET SCM360 BENELUX TYPEWRITERS 520111 2001
RIGHT RIBBON
SYSTEM SCM133 BENELUX ALL GOODS IN CLASSES
9 & 16 466898 1999
SCM (tri-bar) SCM106 BENELUX TYPEWRITERS, COPIERS,
CALCULATORS 072106 2002
SMITH CORONA SCM236 BENELUX ALL GOODS IN CLASS 9 474890 1999
SMITH CORONA
logo SCM229 BENELUX TYPEWRITERS ETC 505484 2001
SMITH-CORONA
design SCM111 BENELUX TYPEWRITERS,
CALCULATORS 072105 2000
SMITH CORONA
design SCM416 BENELUX MACHINES FOR
LAMINATING DOCUMENTS 535836 2003
SMITH CORONA
design SCM395 BENELUX CALCULATORS 535836 2003
SPELL-RIGHT SCM33A BENELUX TYPEWRITERS 464222 1998
SPELL-RIGHT SCM33B BENELUX COMPUTERS,WORD
PROCESSORS &
TYPEWRITERS 464222 1998
SPELL-RIGHT &
design SCM33C BENELUX TYPEWRITERS &
ACCESSORIES 431230 1996
WORDERASER SCM122 BENELUX TYPEWRITERS &
ACCESSORIES 430672 1996
SCM (tri-bar) SCM106 BOLIVIA TYPEWRITERS 37465 1997
SMITH-CORONA SCM111A BOLIVIA CALCULATING MACHINES 42442 1999
SMITH-CORONA SCM111B BOLIVIA TYPEWRITERS & PARTS 42443 1999
SMITH-CORONA SCM111 BRAZIL TYPEWRITERS, PARTS
SUPPLIES, WPS &
PRINTERS 2778637 2001
CHARACTER SWAP SCM376 CANADA TYPEWRITERS/WORD
PROCESSORS APPLN
CORONAFAX SCM245 CANADA FACSIMILE MACHINES&
ACCESSORIE APPLN
CORONAFONT SCM319 CANADA COMPUTER SOFTWARE FOR
PRINTING FONTS 439983 2009
CORONAMATIC SCM92 CANADA TYPEWRITERS &
CARTRIDGES 212703 2005
CORONCALC SCM193 CANADA WORD PROCESSORS 379789 2005
H SCM191 CANADA WORD PROCESSORS APPLN
IQ INTELLIGENTLY
QUIET SCM360 CANADA TYPEWRITERS & PWPS 426936 2008
PHRASE ALERT SCM151 CANADA TYPEWRITER FEATURE 373404 2005
PRESTIGE SCM175 CANADA TYPEWRITERS 276505 1997
PWP SCM196 CANADA WORD PROCESSORS 386454 2006
RIGHT RIBBON
SYSTEM SCM133A CANADA TYPEWRITERS 363178 2004
RIGHT RIBBON
SYSTEM SCM133B CANADA WPS,RIBBON, TAPE
CASSETTES FOR APPLN
TWS & WPS
RIGHT RIBBON
SYSTEM SCM133C CANADA TYPEWRITERS 363178 2004
SCM (tri-bar) SCM106 CANADA TYPEWRITERS, ADDING
MACHINES,PHOTOCOPY 149596 1996
SMITH CORONA SCM236 CANADA WPS,COMPONENTS, ELECT
REF DEVICES 423537 2008
SMITH CORONA
Logo SCM229A CANADA TYPEWRITERS 333676 2002
SMITH CORONA
Logo SCM229B CANADA TYPEWRITERS, WORD
PROCESSORS, PARTS 427137 2008
SMITH CORONA
Logo SCM395 CANADA CALCULATORS 435689 2009
SMITH CORONA
Logo SCM416 CANADA MACHINES FOR
LAMINATING DOCUMENTS APPLN
SMITH-CORONA SCM111 CANADA TYPEWRITERS, RIBBONS, TMDA
PAPER+ 54677 2002
SPELL-RIGHT I &
design SCM33 CANADA TYPEWRITERS 328817 2002
START-RITE SCM117 CANADA PRINT/CORRECTION
RIBBONS & PRINT WHEELS356852 2003
TOMORROWS TECH-
NOLOGY AT YOUR
TOUCH SCM178 CANADA WORD PROCESSORS 393105 2006
TOOLS FOR
THOUGHT SCM351 CANADA TYPEWRITERS, W/P, PCS 422527 2008
WORDERASER SCM122 CANADA TYPEWRITERS 341784 2002
WORDSWAP SCM377 CANADA TYPEWRITERS/WORD
PROCESSORS APPLN
SCM (tri-bar) SCM106 CHILE TYPEWRITERS, PAPER 411685 2003
SMITH CORONA
logo SCM229 CHILE WORD PROCESSORS,
TYPEWRITERS 378177 2001
SMITH-CORONA SCM111 CHILE TYPEWRITERS, COPYING,
PRINTING 350316 1999
SMITH CORONA
Logo SCM229 COLOMBIA TYPEWRITERS 158737 2003
SCM (tri-bar) SCM106 COLOMBIA TYPEWRITERS 94965 1998
SMITH-CORONA SCM111 COLOMBIA TYPEWRITERS 29016 2001
29016A
SCM (tri-bar) SCM106 COSTA RICA TYPEWRITERS 26614 1997
SMITH-CORONA SCM111 COSTA RICA TYPEWRITERS & PARTS 13067 2000
SMITH-CORONA SCM111 CYPRUS TYPEWRITERS & PARTS 4550 2001
H-SERIES SCM191 DENMARK TYPEWRITER PARTS &
ACCESSORIES
IQ SERIES
INTELLIGENTLY SCM360 DENMARK TYPEWRITERS 9416/ 2002
QUIET 1992
SCM (tri-bar) SCM106 DENMARK TYPEWRITERS,+ VRO3589 2004
1964
SMITH CORONA SCM236 DENMARK WORD PROCESSORS APPLN
SMITH CORONA
logo SCM229 DENMARK WORD PROCESSORS, 07214/ 2003
TYPEWRITERS ETC 1993
SMITH-CORONA SCM111 DENMARK TYPEWRITERS,+ 353/19512000
SPELL-RIGHT SCM33 DENMARK TYPEWRITERS 3256- 1999
1990
SMITH-CORONA SCM111 DOMINICAN TYPEWRITERS, ADDING 7601 2000
REP MACHINES
SMITH CORONA
logo SCM111 ESTONIA TYPEWRITER, WPS 09811 1999
SMITH CORONA
logo SCM229 FINLAND WORD PROCESSORS,
TYPEWRITERS 129988 2003
SMITH-CORONA SCM111 FINLAND TYPEWRITERS, ADDING
MACHINES 64935 1995
CORONA SCM90 FRANCE ADDING MACHINES 1652125 2000
CORONA SCM90B FRANCE TYPEWRITERS & PARTS 1195240 2001
H SCM191 FRANCE TYPEWRITER PARTS &
ACCESSORIES 934873252003
IQ INTELLIGENTLY
QUIET SCM360 FRANCE TYPEWRITERS & PWPS 924326322002
RIGHT RIBBON
SYSTEM SCM133 FRANCE ALL GOODS IN CLASSES
9 & 16 1558288 1999
SCM (tri-bar) SCM106 FRANCE TYPEWRITERS 1589956 1999
SMITH CORONA SCM236 FRANCE WORD PROCESSORS 1584299 1999
SMITH CORONA
Logo SCM229 FRANCE TYPEWRITERS, WORD
PROCESSORS 1692649 2001
SMITH CORONA
logo SCM395 FRANCE CALCULATORS 460268 2002
SMITH CORONA
logo SCM416 FRANCE MACHINES FOR 93/
LAMINATING DOCUMENTS 478888 2003
SMITH-CORONA SCM111 FRANCE TYPEWRITERS, WORD
PROCESSORS 1584299 1999
SPELL-RIGHT SCM33 FRANCE TYPEWRITERS 1528853 1998
WORDERASER SCM122 FRANCE ALL GOODS IN CLASSES
9&16 1569351 1998
H SCM191 GERMANY TYPEWRITERS PARTS &
ACCESSORIES APPLN
SCM SMITH-CORONA SCM111A GERMANY TYPEWRITERS 857102 1996
SMITH CORONA SCM236 GERMANY WORD PROCESSORS 1179305 1996
SMITH CORONA
logo SCM229 GERMANY TYPEWRITERS & WORD
PROCESSORS 2030234 2001
SMITH CORONA
logo SCM416 GERMANY LAMINATING MACHINES
FOR DOCUMENTS 2067581 2003
SMITH CORONA
logo SCM395 GERMANY CALCULATORS, POCKET
CALCULATORS 2067581 2003
SMITH-CORONA SCM111 GERMANY TYPEWRITERS 627719 2000
H SCM191 GREECE TYPEWRITER PARTS
& ACCESSORIES APPLN
SMITH-CORONA SCM111 GREECE TYPEWRITERS,
ADDING MACHINES 47177 2001
SPELL-RIGHT SCM33 GREECE TYPEWRITERS 95160 1999
SMITH-CORONA SCM111A GUATEMALA TYPEWRITERS & PARTS 7930 2001
SMITH-CORONA SCM111B GUATEMALA ADDING MACHINES 7929 2001
CORONAMATIC SCM92 HONG KONG TYPEWRITERS & PARTS 1769 1997
SCM (tri-bar) SCM106 HONG KONG TYPEWRITERS & ADDING
MACHINES 8584/5 2002
SMITH-CORONA SCM111 HONG KONG TYPEWRITERS & ADDING 1072/
MACHINES 1949 2004
SMITH CORONA
logo SCM229 HUNGARY WORD PROCESSORS 132293 2006
SMITH-CORONA SCM111 INDIA TYPEWRITERS & PARTS 147010 2000
SMITH-CORONA SCM111 INDONESIA TYPEWRITERS & ADDING
MACHINES 85506 1997
H SERIES SCM191 IRELAND TYPEWRITERS,
ACCESSORIES & STA APPLN
SCM (tri-bar) SCM106 ISRAEL TYPEWRITERS 34228 2006
SMITH-CORONA SCM111 ISRAEL TYPEWRITERS & PARTS 34230 2006
H SCM191 ITALY TYPEWRITERS & WORD
PROCESSORS
CORONA SCM90A ITALY TYPEWRITERS & PARTS 429388 1993
IQ INTELLIGENTLY
QUIET SCM360 ITALY TYPEWRITERS & PWPS APPLN
SCM SCM109 ITALY TYPEWRITERS + VARIOUS
GOODS 264828 2000
SCM (tri-bar) SCM106 ITALY TYPEWRITERS + VARIOUS
GOODS 264830 2000
SMITH CORONA SCM236 ITALY WORD PROCESSORS 605763 1998
SMITH CORONA
Logo SCM229 ITALY TYPEWRITERS & WORD
PROCESSORS APPLN
SMITH-CORONA SCM111 ITALY TYPEWRITERS 423515
SPELL-RIGHT SCM33 ITALY ALL GOODS IN CLASES
9&16 557752 1999
WORDERASER SCM122 ITALY ALL GOODS IN CLASSES
9&16 559888 1999
SCM (tri-bar) SCM106A JAPAN ADDING MACHINES 613969 2002
SCM SCM106B JAPAN CARBON RIBBONS AND
STATIONERY 616121 ABAN
SMITH CORONA SCM236 JAPAN WORD PROCESSORS 2495000 2002
SMITH CORONA
Logo SCM395 JAPAN CALCULATORS APPLN
SMITH-CORONA SCM111 JAPAN TYPEWRITERS & PARTS 437649 2003
CORONAMATIC SCM92 KOREA TYPEWRITERS, RIBBONS,
CARTRIDG 56828 1998
GRAMMAR RIGHT
SYSTEM I SCM124 KOREA TYPEWRITERS 202081 2000
LINEERASER SCM149 KOREA TYPEWRITERS 204262 2000
PHRASE ALERT SCM151 KOREA TYPEWRITERS 204263 2000
SCM (tri-bar) SCM106 KOREA TYPEWRITERS, ADDING
MACHINES 6526 2001
SMITH-CORONA SCM111 KOREA TWS, RIBBONS &
CARTRIDGES FOR TWS 494 1994
SMITH CORONA
Logo SCM111 LATVIA TYPEWRITERS, WPS
SMITH-CORONA SCM111 LEBANON TYPEWRITERS, ADDING
MACHINES 41879 1996
SPELL-RIGHT SCM33 LIECH- COMPUTERS (WORD
PROCESSORS)
TENSTEIN 7673 2009
SMITH CORONA
logo SCM111 LITHUANIA TYPEWRITERS, WPS APPLN
H-SERIES SCM191 MEXICO TYPEWRITER PARTS &
ACCESSORIES 456209 1996
H-SERIES SCM191 MEXICO TYPEWRITER PARTS &
ACCESSORIES 456210 1996
IQ INTELLIGENTLY
QUIET SCM360 MEXICO TYPEWRITERS & PWPS 435451 1995
RIGHT RIBBON SCM133 MEXICO WORD PROCESSORS,
CASSETTES, IN 381135 2004
RIGHT RIBBON
SYSTEM SCM133 MEXICO WORD PROCESSORS 381136 2004
SCM SCM106 MEXICO TYPEWRITER RIBBONS 110702 2001
SMITH CORONA
Logo SCM229 MEXICO WORD PROCESSORS 119736 2001
SMITH CORONA
Logo SCM395 MEXICO CALCULATORS 448372 2002
SMITH CORONA
Logo SCM416 MEXICO MACHINES FOR
LAMINATING DOCUME 467275 1997
SMITH-CORONA SCM111 MEXICO TYPEWRITERS, ADDING
MACHINES 63435 2004
SMITH CORONA SCM111A MEXICO ELECTRIC TYPEWRITERS 461538 1999
SMITH CORONA SCM236 MEXICO WPS AND ELECTRONIC
COMPONENTS 461689 1999
WORDERASER SCM122 MEXICO ALL GOODS IN CLASS 9 396650/11994
SPELL-RIGHT SCM202 MONACO COMPUTERS (WORD 89.
PROCESSORS) 12768 1999
CORONAMATIC SCM92 NEW ZEALAND TYPEWRITERS & PARTS 118726 1997
SCM (tri-bar) SCM106 NEW ZEALAND TYPEWRITERS, ADDING
MACHINES 70479 1996
SMITH CORONA
logo SCM229 NEW ZEALAND WORD PROCESSORS APPLN
SMITH-CORONA SCM111A NEW ZEALAND TYPEWRITERS 98086 2006
SMITH-CORONA SCM111B NEW ZEALAND TYPEWRITERS,ELECTRIC 100085 2006
SPELL-RIGHT SCM202 NEW ZEALAND COMPUTERS, ETC. APPLN
SPELL-RIGHT SCM33 NEW ZEALAND TYPEWRITERS APPLN
IQ SERIES
INTELLIGENTLY
QUIET SCM360 NORWAY TYPEWRITERS APPLN
SCM (tri-bar) SCM106 NORWAY COPIERS, ADDING
MACHINES 61277 2002
SMITH CORONA SCM236 NORWAY WORD PROCESSORS 148501 2001
SMITH CORONA
Logo SCM229 NORWAY TYPEWRITERS, WPS &
PARTS 154460 2002
SMITH-CORONA SCM111 NORWAY TYPEWRITERS, ADDING
MACHINES 48132 1995
CORONAMATIC SCM92 PAKISTAN TYPEWRITERS & PARTS 65413 1998
SCM (tri-bar) SCM106 PAKISTAN TYPEWRITERS & PARTS 65455 1998
SMITH-CORONA SCM111 PAKISTAN TYPEWRITERS & PARTS 65412 1998
SMITH-CORONA SCM111 PARAGUAY TYPEWRITERS,
CARTRIDGES 150507 2001
SMITH CORONA SCM111A PEO.REP.
CHINA TYPEWRITERS APPLN
SMITH CORONA SCM111B PEO.REP.
CHINA WORD PROCESSORS APPLN
SMITH CORONA
Logo SCM395 PEO.REP.
CHINA COMPUTERS/CALCULATORS 691549 2003
CORONAMATIC SCM92 PHILIPPINES TYPEWRITERS & PARTS 28910 2000
SCM (tri-bar) SCM106 PHILIPPINES TYPEWRITERS & PARTS 29182 2000
SMITH CORONA SCM111 POLAND TYPEWRITERS 79458 2002
SMITH CORONA
Logo SCM229A POLAND TYPEWRITERS APPLN
H SCM191 PORTUGAL TYPEWRITER PARTS &
ACCESSORIES APPLN
IQ INTELLIGENTLY
QUIET SCM 360 PORTUGAL TYPEWRITERS & PWPS 284665N 1998
SCM (tri-bar) SCM106 PORTUGAL TYPEWRITERS 179599L 1997
SMITH CORONA SCM236 PORTUGAL WORD PROCESSORS 262064J 1997
SMITH CORONA
Logo SCM229B PORTUGAL WORD PROCESSORS 277111-K1998
SMITH CORONA
logo SCM229A PORTUGAL TYPEWRITERS 276247U 1998
SMITH-CORONA SCM111 PORTUGAL TYPEWRITERS & PARTS 179670B 1997
SPELL-RIGHT SCM33 PORTUGAL ALL GOODS IN CLASS 16 256500 1997
WORDERASER SCM122 PORTUGAL ALL GOODS IN CLASS 16 256723Y 1997
IQ INTELLIGENTLY
QUIET SCM360 ROMANIA TYPEWRITERS & PWPS APPLN
SMITH CORONA SCM111 ROMANIA TYPEWRITERS APPLN
SMITH CORONA
Logo SCM229A ROMANIA TYPEWRITERS APPLN
SMITH CORONA &
DEVICE SCM229 SAUDI
ARABIA ALL IN CLASS 16 245/60 2000
CORONA SCM90 SINGAPORE TYPEWRITERS & PARTS S/56465 1993
CORONACALC SCM193 SINGAPORE GOODS IN CLASS 9 S/789/901996
IQ SERIES
INTELLIGENTLY
QUIET SCM360 SINGAPORE IN CLASS 16 APPLN
SCM (tri-bar) SCM106 SINGAPORE TYPEWRITERS & PARTS 56466 1993
SMITH CORONA SCM236 SINGAPORE WORD PROCESSORS 854/90 1996
SMITH CORONA
Logo SCM229 SINGAPORE TYPEWRITERS S/7364/
91 2001
SMITH-CORONA SCM111 SINGAPORE TYPEWRITERS & PARTS 56467 2002
CORONA SCM90 SOUTH
AFRICA TYPEWRITERS 12/25 1996
SCM (tri-bar) SCM106 SOUTH
AFRICA TYPEWRITERS 62/0501
/1 1995
SMITH CORONA SCM236 SOUTH
AFRICA WORD PROCESSORS 90/0523 1999
SMITH-CORONA SCM111 SOUTH
AFRICA TYPEWRITERS 139/51 1994
H SCM191 SPAIN TYPEWRITERS APPLN
H SCM191 SPAIN WORD PROCESSORS APPLN
IQ INTELLIGENTLY
QUIET SCM360 SPAIN TYPEWRITERS & PWPS APPLN
SCM (tri-bar) SCM106 SPAIN TYPEWRITERS 397245 2003
SCM (tri-bar) SCM107 SPAIN ADDING MACHINES
CALCULATORS 379246 2003
SMITH CORONA SCM236 SPAIN WORD PROCESSORS 1583772 2003
SMITH CORONA
Logo SCM229 SPAIN TYPEWRITERS, WORD
PROCESSORTS 1664112 2001
SMITH-CORONA SCM111 SPAIN TYPEWRITERS 243964 1995
SPELL-RIGHT SCM33B SPAIN ALL GOODS IN CLASS 16 APPLN
SPELL-RIGHT SCM33A SPAIN TYPEWRITERS APPLN
WORDERASER SCM122A SPAIN TYPEWRITERS 1504265 2001
WORDERASER SCM122B SPAIN ALL GOODS IN CLASS 9 1504264 2000
SMITH CORONA
logo SCM229 SWEDEN ALL GOODS IN CLASSES
9/16 261384 2004
SMITH-CORONA SCM111 SWEDEN TYPEWRITERS, ADDING
MACHINES 141547 2002
SMITH CORONA SCM236 SWEDEN WORD PROCESSORS 253252 2003
CORONA SCM90 SWITZERLAND TYPEWRITERS 302645 1999
CORONAMATIC SCM92 SWITZERLAND TYPEWRITERS 267554 2003
IQ INTELLIGENTLY
QUIET SCM360 SWITZERLAND TYPEWRITERS & PWPS 400125 2001
SCM (tri-bar) SCM106 SWITZERLAND TYPEWRITERS 319239 2001
SMITH CORONA
logo SCM229 SWITZERLAND TYPEWRITERS 392201 2011
SMITH-CORONA SCM111 SWITZERLAND TYPEWRITERS, WPS,
RIBBON CARTR 381910 2009
SCM (tri-bar) SCM106 TAIWAN TYPEWRITERS & PARTS 91619 1997
SMITH CORONA SCM236 TAIWAN COMPUTERS, WORD
PROCESSORS 514665 2000
SMITH CORONA
Logo SCM229A TAIWAN TYPEWRITERS &
PRINTWHEELS FOR TWS 554694 1994
SMITH CORONA
Logo SCM229B TAIWAN WORD PROCESSORS,
PRINTWHEELS, 612722 2000
SMITH CORONA
Logo SCM229C TAIWAN SHEET FEEDERS;
CASSETTES; CORRECTION
TAPES ETC. 616446 2003
SMITH-CORONA SCM111 TAIWAN TYPEWRITERS 2715 1994
CORONAMATIC SCM92 THAILAND TYPEWRITERS & PARTS 61578 1996
IQ INTELLIGENTLY
QUIET SCM 360 THAILAND TYPEWRITERS & PWPS TM13954 2002
SMITH CORONA
Logo SCM236A THAILAND WORD PROCESSORS APPLN
SMITH CORONA
Logo SCM236B THAILAND TYPEWRITERS APPLN
SMITH-CORONA SCM111 THAILAND TYPEWRITERS 69772 1996
SMITH-CORONA
Logo SCM229 THAILAND TYPEWRITERS APPLN
SCM & DESIGN SCM106 TURKEY TYPEWRITERS,
CALCULATING MACHINES 60222 1997
SMITH-CORONA SCM111 TURKEY TYPEWRITERS,
TYPEWRITER RIBBON 60292 1997
SMITH CORONA
Logo SCM229A U.A.E TYPEWRITERS & WORD
PROCESSORS 7858 2001
SMITH CORONA
Logo SCM229B U.A.E. WORD PROCESSORS 7857 2001
SPELL-RIGHT SCM33 U.S.S.R ALL GOODS IN CLASSES
9&16 88740 1999
AUTOSPELL SCM87 U.S.S.R. ALL GOODS IN CLASSES
9/16 95466 2000
RIGHT RIBBON
SYSTEM SCM133A U.S.S.R. ALL GOODS IN CLASSES
9&16 88646 1999
RIGHT RIBBON
SYSTEM(CYRILLIC) SCM133B U.S.S.R. ALL GOODS IN CLASSES
9 & 16 96867 2000
SMITH CORONA
device SCM111 U.S.S.R. ALL GOODS IN CLASSES
9/16 88647 1999
SMITH CORONA
device(CYR) SCM229 U.S.S.R. ALL GOODS IN CLASSE
9/16 88644 1999
SPELL-RIGHT
(CYRILLIC) SCM33 U.S.S.R. TYPEWRITERS & WORD
PROCESSORS 96869 2000
WORDERASER SCM122A U.S.S.R. ALL GOODS IN CLASSES
9&16 88739 1999
WORDERASER
(CYRILLIC) SCM122B U.S.S.R. ALL GOODS IN CLASSES
9/16 96870 2000
WORDFIND SCM123A U.S.S.R. TYPEWRITERS,
WORDPROCESSORS 88645 1999
WORDFIND(IN CYR) SCM123B U.S.S.R. TYPEWRITERS, WORD
PROCESSORS, ETC. 96968 2000
WORDRIGHT SCM121 U.S.S.R. TYPEWRITERS, WORD
PROCESSORS 95467 2000
CHARACTER SWAP SCM377 UNITED
KINGDOM WORD PROCESSORS B1502090 1998
CORONA SCM90 UNITED
KINGDOM TYPEWRITERS 341299 1995
CORONACALC SCM193 UNITED
KINGDOM COMPUTERS (WORD
PROCESSORS) 1407399 1996
H SCM191 UNITED
KINGDOM TYPEWRITER PARTS AND
ACCESSORIES
IQ SERIES
INTELLIGENTLY SCM360 UNITED
QUIET KINGDOM TYPEWRITERS 1504616 1998
SCM (tri-bar) SCM106 UNITED
KINGDOM TYPEWRITERS 855595 1998
SMITH CORONA SCM111 UNITED
KINGDOM TYPEWRITERS, PARTS 695405 1999
SMITH CORONA SCM395 UNITED
KINGDOM CALCULATORS, PARTS AND
FITTINGS 1524682 1999
SMITH CORONA SCM236 UNITED
KINGDOM WORD PROCESSORS 1396565 1996
SMITH CORONA
Logo SCM229A UNITED
KINGDOM TYPEWRITERS 1472565 1998
SMITH CORONA
Logo SCM229B UNITED
KINGDOM WORD PROCESSORS 1472564 1998
SMITH CORONA
logo SCM416 UNITED
KINGDOM MACHINES FOR
LAMINATING DOCUMENTS 1540505 2000
START-RITE SCM117 UNITED
KINGDOM TW ACCESSORIES, PRINT
& CORRECTION RIBBONS 1333449 2004
WORD SWAP SCM376 UNITED
KINGDOM WORD PROCESSORS APPLN
SCM SCM105 VENEZUELA TYPEWRITERS 99834 1997
SCM SCM105 VENEZUELA TYPEWRITERS 99818-F 1997
SCM (tri-bar) VENEZUELA BUSINESS CARDS 104782-F 1998
SCM (tri-bar) SCM106 VENEZUELA TYPEWRITERS 99855-F 1997
SCM(tri-bar) SCM106 VENEZUELA TYPEWRITERS 99833-F 1997
SMITH CORONA
Logo SCM229 VENEZUELA TYPEWRITERS,
WORD PROCESSORS APPLN
SMITH-CORONA SCM111A VENEZUELA TYPEWRITERS 107491-F 1998
SMITH-CORONA SCM111B VENEZUELA TYPEWRITERS 17819-D 1998
</TABLE>
SCHEDULE 3
FILINGS AND OTHER ACTIONS
REQUIRED TO PERFECT SECURITY INTERESTS
Uniform Commercial Code Filings
Connecticut: Secretary of State
New York: Department of State
Office of the filing officer, Cortland County
California: Secretary of State
Hawaii: Registrar of Conveyances, Bureau of Conveyances
Patent and Trademark Filings
U.S. Copyright Office
U.S. Patent and Trademark Office
Other Actions
Obtain Collateral Access Agreements
Schedule 4
INVENTORY AND EQUIPMENT
Item Location
Inventory 839 Route 13 South
Cortland, New York 13045
2055 Dublin Drive
Suite 102
San Diego, CA 92173
Citywide Transp. Co.
Trucking and Warehousing
933 North Nimitz Highway
Honolulu, Hawaii 96817
Equipment 839 Route 13 South
Cortland, New York 13045
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM SMITH
CORONA CORPORATION CONSOLIDATED FINANCIAL STATEMENTS AND NOTES THERETO OF
THIS FORM 10-Q AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH
CONSOLIDATED FINANCIAL STATEMENTS.
</LEGEND>
<MULTIPLIER> 1000
<S> <C>
<PERIOD-TYPE> 9-MOS
<FISCAL-YEAR-END> JUN-30-1995
<PERIOD-END> MAR-31-1995
<CASH> 6631
<SECURITIES> 0
<RECEIVABLES> 36466
<ALLOWANCES> 1561
<INVENTORY> 63423
<CURRENT-ASSETS> 117195
<PP&E> 75666
<DEPRECIATION> 41563
<TOTAL-ASSETS> 167520
<CURRENT-LIABILITIES> 49725
<BONDS> 0
<COMMON> 303
0
0
<OTHER-SE> 70667
<TOTAL-LIABILITY-AND-EQUITY> 167520
<SALES> 154849
<TOTAL-REVENUES> 154849
<CGS> 133428
<TOTAL-COSTS> 133428
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 721
<INCOME-PRETAX> (17196)
<INCOME-TAX> (6362)
<INCOME-CONTINUING> (10834)
<DISCONTINUED> 9107
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (1727)
<EPS-PRIMARY> (.06)
<EPS-DILUTED> 0
</TABLE>
