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): May 28, 1996
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
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On May 28, 1996, Smith Corona Corporation ("Smith Corona")
issued a press release announcing that it filed a Plan of
Reorganization and Disclosure Statement with the U.S. Bankruptcy
Court for the District of Delaware on May 24, 1996. Copies of the
the Disclosure Statement are available, upon written request, from:
Delaware Legal Copy, 704 King Street, Wilmington, Delaware, 19899.
Additionally, on June 3, 1996, Smith Corona issued a press
release confirming New York Stock Exchange actions to suspend
trading and intention to initiate delisting of Smith Corona common
stock. In addition, Smith Corona reaffirmed its intention to
trade common stock when the company emerges from Chapter 11.
Smith Corona filed under Chapter 11 on July 5, 1995.
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: June 7, 1996 SMITH CORONA CORPORATION
By: /S/ John A. Piontkowski
John A. Piontkowski
Senior Vice President and
Chief Financial Officer
(Principal Financial
Officer)
By: /s/ Martin D. Wilson
Martin D. Wilson
Vice President/Controller
(Principal Accounting Officer)
<PAGE>
INDEX TO EXHIBITS
Exhibit No. Description
- ----------- -----------
99.1 News Release
99.2 News Release
EXHIBIT 99.1
News Release
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Sitrick and Company, Inc.
Los Angeles/New York
Not for Release Before May 28, 1996, 8:30 AM EDT
Contact: Sitrick and Company, Inc.
(310) 788-2850 (24 hours)
(800) 686-1910 (pager)
For Immediate Release
- ---------------------
SMITH CORONA FILES PLAN OF REORGANIZATION
AND DISCLOSURE STATEMENT
New Canaan, Conn. -- May 28, 1996 -- Smith Corona
Corporation (NYSE:SCO) reported today that the company filed Plan
of Reorganization and Disclosure Statement with the Bankruptcy
Court in Wilmington, Del. The documents, which were filed late
May 24, 1996, set forth the proposed blueprint for satisfying
creditor claims and outline the business plan for the company's
future operations.
Under the terms of this Plan, holders of secured claims
would receive payment in full in cash or any other such treatment
as may be agreed by the creditor and the reorganized company.
Holders of general, allowed unsecured claims, estimated to
total approximately $25,000,000, would receive pro rata cash
distributions as well as 85 percent of the common stock in the
reorganized company. Creditors in this class would share a cash
pool of $10,280,000 and would also be entitled to the net
proceeds resulting from the settlement of any avoidance actions.
Under the Plan, all retiree health and life insurance
claims, as well as pension claims, would be unimpaired and
assumed by the reorganized company. No consideration is provided
for existing equity holders.
According to Ronald Stengel, president and chief executive
officer of Smith Corona, "We have made substantial progress
during the Chapter 11 period to reorganize our business and
reduce operating expenses. Since prolonged operations under
Chapter 11 would likely reduce the value of the company, it was
important that we develop a Plan that will expedite Smith
Corona's emergence from Chapter 11 while providing maximum
recovery for creditors.
"We believe that this Plan represents the best prospect for
a consensual Plan of Reorganization with acceptable recoveries
for all major creditor constituencies. We anticipate that the
official committee representing unsecured creditors will support
this Plan."
The business plan outlined in the company's Disclosure
Statement calls for expanding the current product lines to
include personal computer accessories, telecommunications
equipment, and other home and office products. This expansion
would occur through outsourcing products and developing strategic
alliances with other manufacturers.
"The Smith Corona name and our products are still valued in
the marketplace. Moreover, the company has an extensive and
valuable distribution network that will allow it to be a leading
provider of technologically advanced office products worldwide,"
Mr. Stengel stated.
Mr. Stengel noted that "while the Plan, as filed, represents
at this time the greatest possible recovery to creditors, it does
not preclude Smith Corona from receiving acquisition proposals
which could provide equal or greater recovery to creditors and
equity holders. Our fiduciary responsibility is to maximize
these recoveries, and that remains our primary objective."
Smith Corona is a leading worldwide manufacturer and
marketer of personal word processors, portable electric
typewriters, label printers, and other products and accessories
for use in the office, home and school. The company filed under
Chapter 11 of the U.S. Bankruptcy Code on July 5, 1995.
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EXHIBIT 99.2
News Release
- -----------
Sitrick and Company, Inc.
Los Angeles/New York
Contact: Rivian Bell
Sitrick and Company, Inc.
(310) 788-2850 (24 hours)
(800) 686-1910 (pager)
For Immediate Release
- ---------------------
SMITH CORONA REPORTS NYSE ACTIONS,
REAFFIRMS INTENTION TO TRADE COMMON STOCK
WHEN COMPANY EMERGES FROM CHAPTER 11
New Canaan, Conn. -- June 3, 1996 -- Smith Corona
Corporation (NYSE:SCO) confirmed today that the New York Stock
Exchange suspended trading of the company's common stock because
the company's plan of reorganization filed on May 24, 1996
provides no consideration to existing shareholders. The company
was further informed by the Exchange that it intended to initiate
action to delist the common stock.
"We understand why the New York Stock Exchange has made the
decision to suspend trading and initiate action to delist the
current common stock," stated Ronald Stengel, president and chief
executive officer of Smith Corona. "However, we expect the
common stock of reorganized Smith Corona, the majority of which
is being offered with cash to satisfy unsecured creditor claims,
to trade on a recognized exchange when the company emerges from
Chapter 11 and its plan of reorganization becomes effective.
Although we are still determining the value of the common stock
for the reorganized company, we do know it will have some value
and should be viewed in that context."
When Smith Corona emerges from Chapter 11, the company plans
to expand its current product lines to include personal computer
accessories, telecommunications equipment, and other home and
office products. This expansion would occur through outsourcing
products and developing strategic alliances with other
manufacturers.
Smith Corona is a leading worldwide manufacturer and
marketer of personal word processors, portable electric
typewriters, label printers, and other products and accessories
for use in the office, home and school. The company filed under
Chapter 11 of the U.S. Bankruptcy Code on July 5, 1995.
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