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): October 9, 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 5. Other Events
- ---------------------
On October 9, 1995, Smith Corona Corporation ("Smith Corona")
issued a press release announcing that it has solicited and
received proposals from third parties to acquire the ongoing
business of the company through a plan of reorganization which
would satisfy a portion of the company's liabilities but which
would provide no consideration to current stockholders. Smith
Corona filed under Chapter 11 on July 5, 1995.
On October 24, 1995, Smith Corona issued a press release
announcing that it has reached an agreement to sell its ongoing
business to a group led by Empire Capital Corporation, an
investment company based in Southport, CT. The proposed sale,
which is subject to higher and better offers in accordance with the
Bankruptcy Code, forms the foundation of Smith Corona's plan of
reorganization. The plan calls for secured creditors to be paid in
full and general unsecured creditors to be paid a substantial
percentage of their allowed claims in cash. The plan provides no
consideration to Smith Corona's current stockholders. Smith
Corona's plan of reorganization and disclosure statement were filed
on October 24, 1995 in the U.S. Bankruptcy Court for the District
of Delaware, and copies of such documents are available, upon
written request, from: Delaware Legal Copy, 704 King Street,
Wilmington, Delaware, 19899.
Copies of the press releases are attached hereto as exhibits
99.1 and 99.2, respectively, and are 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: October 30, 1995 SMITH CORONA CORPORATION
By: /S/ John A. Piontkowski
John A. Piontkowski
Senior Vice President,
Chief Financial Officer and
Treasurer (Principal Financial
Officer)
By: /s/ Martin D. Wilson
Martin D. Wilson
Controller (Principal
Accounting Officer)
<PAGE>
INDEX TO EXHIBITS
Exhibit No. Description
- ----------- -----------
99.1 News Release
99.2 News Release
EXHIBIT 99.1
News Release
- -----------
Sitrick and Company, Inc.
Los Angeles/New York
Contact: Sitrick and Company, Inc.
Richard Wool
(212) 755-2850
Rivian Bell
(310) 788-2850
For Immediate Release
- ---------------------
SMITH CORONA ACKNOWLEDGES RECEIPT OF PROPOSALS
NEW CANAAN, CT -- October 9, 1995 -- Smith Corona
Corporation (NYSE:SCO) announced today that it has solicited and
received proposals from third parties to acquire the ongoing
business of the Company through a plan of reorganization which
would satisfy a portion of the Company's liabilities.
The Company hopes to reach a definitive agreement in the
near future that would be subject to a higher and better offer
and court approval.
Management stated that none of the proposals provides full
satisfaction of creditors' claims or consideration to current
stockholders.
Smith Corona filed under Chapter 11 on July 5, 1995. The
Company is a leading worldwide manufacturer and marketer of
personal word processors, portable electric typewriters, fax
machines, label printers, and other products and accessories for
use in the office, home and school.
# # #
EXHIBIT 99.2
News Release
- -----------
Sitrick and Company, Inc.
Los Angeles/New York
Contact: Richard Wool
Anne George
Sitrick and Company, Inc.
(212) 755-2850
Rivian Bell
(310) 788-2850
For Immediate Release
- ---------------------
SMITH CORONA ANNOUNCES SALE AGREEMENT WITH EMPIRE CAPITAL;
FILES PLAN OF REORGANIZATION, DISCLOSURE STATEMENT
NEW CANAAN, CT -- October 24, 1995 -- Smith Corona
Corporation (NYSE:SCO) announced today that it has reached an
agreement to sell its ongoing business to a group led by Empire
Capital Corporation, an investment company based in Southport,
CT. The transaction provides for a purchase price of up to
$38,397,000 in exchange for all the newly issued equity in the
reorganized company.
The proposed sale, which is subject to higher and better
offers in accordance with the Bankruptcy Code, forms the
foundation of Smith Corona's plan of reorganization, which
specifies how creditors' claims will be satisfied. The company's
plan of reorganization and disclosure statement were filed late
today in the U.S. Bankruptcy Court for the District of Delaware.
The plan calls for secured creditors to be paid in full and
general unsecured creditors to be paid a substantial percentage
of their allowed claims in cash. The plan provides no
consideration to the company's current stockholders.
Commenting on the agreement, Ronald F. Stengel, Smith
Corona's president and chief executive offer, said that, "We
believe that a transaction of this nature provides the best
recovery for the company's creditors, while at the same time
enabling the company to continue to provide products and services
to its customers. Additionally, the Empire Capital Corporation
group intends to bring a broad offering of new products such as
computers, computer peripherals and telecommunications equipment
to the Smith Corona product family."
Smith Corona Corporation filed under Chapter 11 on July 5,
1995. The company is a leading worldwide manufacturer and
marketer of personal word processors, portable electric
typewriters, fax machines, label printers, and other products and
accessories for use in the office, home and school.
# # #