SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): July 3, 1995
SMITH CORONA CORPORATION
(Exact name of registrant as specified in its charter)
DELAWARE 1-10281 51-0286862
- -------- ------- ----------
(State or other jurisdiction (Commission (I.R.S. Employer
of incorporation) File Number) 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)
<PAGE>
Item 3. Bankruptcy or Receivership
- ----------------------------------
On July 5, 1995 Smith Corona Corporation (the "Company")
commenced a case under Chapter 11 of the United States Bankruptcy
code in the United States Bankruptcy Court for the District of
Delaware (Case No. 95-788 (HSB)). The Chapter 11 case is pending
before U.S. Bankruptcy Court Judge Helen S. Balick and the Company
continues in business as a debtor-in-possession.
A copy of the news release is attached hereto as exhibit 99.1
and incorporated herein by reference.
Item 5. Other Events
- ---------------------
On July 3, 1995, the Company issued a press release announcing
that its Board of Directors has retained the firm of R. F. Stengel
& Co., Inc. to advise the Company. As part of the agreement,
Ronald F. Stengel, President, was named Interim President and Chief
Executive Officer and a director of the Company. Thomas A. Cawley,
Vice President of R. F. Stengel, has also been elected as a
director. Robert Van Buren continues as Chairman of the Board of
the Company.
Additionally, the Board of Directors recently elected John A.
Piontkowski to the positions of Senior Vice President, Chief
Financial Officer and Treasurer.
On July 10, 1995, the Company issued a press release
announcing that the United States Bankruptcy Court for the District
of Delaware approved an agreement between the Company and its
current bank group led by Chemical Bank which will provide the
Company with a $24 million post-petition financing package. The
court approved the financing package at the conclusion of a
preliminary hearing on July 10, 1995, subject to a final hearing to
be held on August 2, 1995.
Copies of the news releases are attached hereto as exhibits
99.2 and 99.3, respectively, and incorporated herein by reference.
<PAGE>
SIGNATURE
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 hereunto duly authorized.
Date: July 20, 1995 SMITH CORONA CORPORATION
By: /S/ John A. Piontkowski
John A. Piontkowski
Sr. Vice President,
CFO and Treasurer
<PAGE>
INDEX TO EXHIBITS
Exhibit No. Description
- ----------- -----------
99.1 News Release
99.2 News Release
99.3 News Release
EXHIBIT 99.1
SMITH CORONA SEEKS CHAPTER 11 PROTECTION
Contact: Theodore Lowen
Manning, Selvage & Lee
(212) 213-7076
NEW CANAAN, Conn. -- July 5, 1995 -- Smith Corona
Corporation (NYSE:SCO) announced today that the Company has filed
for protection in the United States Bankruptcy Court for the
District of Delaware and will reorganize under Chapter 11 of the
U.S. Bankruptcy Code. None of the Company's subsidiaries and
foreign affiliates were included in the filing.
The Company said it elected to seek court protection in
order to obtain additional financing, stabilize its operations
and facilitate its previously announced restructuring plan. As
recently announced, Smith Corona has retained the firm of R. F.
Stengel & Co., an experienced financial restructuring/turnaround
advisor. Ronald F. Stengel will serve as the chief executive
officer and president, as well as a member of the board of
directors. Thomas A. Cawley, vice president of R. F. Stengel,
will also serve as a director.
As part of its restructuring efforts, Smith Corona has
obtained a loan commitment for $20 million. Once approved by the
court, the new loan, together with existing financing, will
provide sufficient capital to fund the Company's operations
during the reorganization.
"We believe the filing of the Chapter 11 petition is a
prudent step and is in the best interests of the Company, our
employees, customers and vendors," said Ron Stengel, President
and Chief Executive Officer of Smith Corona. "We are exploring
all of our options in an effort to take advantage of the
Company's strengths in manufacturing and distribution as well as
its strong brand equity worldwide."
"Our first priority is to stabilize our operations in the
very short-term, while maintaining and building upon our long-standing
relationships with key customers," said Stengel.
Smith Corona, based in New Canaan, Connecticut, is a leading
marketer worldwide of a full range of small office and home
office products, including personal word processors, portable
electric typewriters, facsimile machines and other office
products.
# # #
EXHIBIT 99.2
SMITH CORONA RETAINS TURNAROUND ADVISOR;
NAMES RONALD F. STENGEL INTERIM PRESIDENT AND CEO
Contact: Theodore Lowen
Manning, Selvage & Lee
(212) 213-7076
NEW CANAAN, Conn. -- July 3, 1995 -- Smith Corona
Corporation (NYSE:SCO) announced today that its board of
directors has retained the firm of R. F. Stengel & Co. Inc. to
advise the company. Founded in 1985, R. F. Stengel's principal
focus is interim crisis management and turnaround consulting
services.
As part of the agreement, Ronald F. Stengel, president, was
named interim president and chief executive officer of Smith
Corona and a director of the company. Thomas A. Cawley, vice
president of R. F. Stengel, has also been elected as a director.
Robert Van Buren continues as chairman of the board of Smith
Corona Corporation.
Additionally, the board of directors recently elected John
A. Piontkowski to the positions of senior vice president, chief
financial officer and treasurer. Piontkowski has been with Smith
Corona for 4 years, most recently serving as vice president -
finance and controller. Prior to that, Mr. Piontkowski had been
with Price Waterhouse for 12 years.
Smith Corona, based in New Canaan, Connecticut, is a leading
marketer worldwide of a full range of small office and home
office products, including personal word processors, portable
electric typewriters, facsimile machines and other office
products.
# # #
EXHIBIT 99.3
SMITH CORONA ANNOUNCES FINANCING ARRANGEMENTS
Contact: Theodore Lowen
Manning, Selvage & Lee
(212) 213-7076
NEW CANAAN, Conn. -- July 10, 1995 -- Smith Corona
Corporation (NYSE:SCO) today announced that the United States
Bankruptcy Court for the District of Delaware approved an
agreement between Smith Corona and its current bank group led by
Chemical Bank which will provide Smith Corona with a $24 million
post-petition financing package. The financing will enable Smith
Corona to meet its operating expenses during its court-supervised
reorganization under Chapter 11 of the U.S. Bankruptcy Code. The
court approved the financing package at the conclusion of a
preliminary hearing today, subject to a final hearing to be held
on August 2, 1995.
Smith Corona filed for protection under Chapter 11 of the
U.S. Bankruptcy Code on July 5, 1995. None of the Company's
subsidiaries and foreign affiliates were included in the filing.
"The court's decision today resolves an immediate concern
for Smith Corona," said Ronald F. Stengel, Smith Corona's
President and Chief Executive Officer. "The terms of the
Chemical Bank financing agreement will provide sufficient
operating capital to fund our operations during the
reorganization process," Mr. Stengel added.
Smith Corona, based in New Canaan, Connecticut, is a leading
marketer worldwide of a full range of small office and home
office products, including personal word processors, portable
electric typewriters, facsimile machines and other office
products.
# # #
