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): August 16, 1996
SMITH CORONA CORPORATION
(Exact name of registrant as specified in its charter)
DELAWARE 1-10281 51-0286862
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(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 August 16, 1996, Smith Corona Corporation signed a stock
purchase agreement with MaraFund, Ltd., a New York-based investment
firm, for the sale of 15 percent of the new common stock in the
reorganized company for $5 million. This would have boosted
unsecured creditor cash recoveries from $10.3 million to $15.3
million. The stock purchase agreement also allows MaraFund to
obtain an additional 70 percent of the stock in the reorganized
company for an additional $15 million, provided that the full stock
subscription was completed by August 31, 1996.
On August 27, 1996, Smith Corona terminated its stock purchase
agreement with MaraFund, Ltd. due to MaraFund's failure to meet its
contractual obligations under the agreement.
Prior to terminating the stock purchase agreement, Smith
Corona had received Bankruptcy Court approval to extend the
schedule for voting and confirming the Plan of Reorganization as
follows:
- Mailing of the company's Disclosure Statement and ballots
for voting on the Plan will occur on or before September 16, 1996
- Ballots will be due on October 18, 1996
- Confirmation hearing will take place on October 31, 1996
Smith Corona filed under Chapter 11 of the Bankruptcy Code on
July 5, 1995, and its Disclosure Statement was approved on July 16,
1996.
Copies of the August 16, 1996 press release and the August 27,
1996 press release announcing the above events 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: September , 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
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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
Contact: Rivian Bell
Sitrick and Company, Inc.
(310) 788-2850 (24 hours)
(800) 686-1910 (pager)
For Immediate Release
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SMITH CORONA TO SELL 15% OF NEW STOCK TO MARAFUND;
WILL BOOST UNSECURED CREDITOR CASH RECOVERIES
New Canaan, Conn. -- Aug. 16, 1996 -- Smith Corona
Corporation today signed a stock purchase agreement with
MaraFund, LTD., a New York-based investment firm, for the sale of
15 percent of the new common stock in the reorganized company for
$5 million. Pending creditor and Bankruptcy Court approval of
the company's Plan of Reorganization, the entire proceeds would
be used to increase the cash pool available on a pro rata basis
to unsecured creditors from $10.3 million to $15.3 million -- an
increase of nearly 50 percent. Creditors' stock distribution in
the new company would decline from 85 to 70 percent.
The stock agreement also allows MaraFund to obtain an
additional 70 percent of the stock in the reorganized company for
an additional $15 million, provided that the full stock
subscription is completed by August 31, 1996.
"We view this agreement as very positive, because it gives a
significant boost to creditor recoveries in pure dollars and also
demonstrates investor confidence in the company's future," stated
Ronald F. Stengel, president and chief executive officer of Smith
Corona. "The committee representing the unsecured creditors
supports the company's entering into this agreement."
The company indicated that it will revise its amended Plan
of Reorganization and Disclosure Statement to reflect the new
stock agreement. Mailing of the Disclosure Statement and ballots
for voting on the Plan will be delayed slightly. The
confirmation hearing remains scheduled for Oct. 7, 1996.
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.
MaraFund, LTD. is a privately held New York corporation
which has been actively involved in investing in
telecommunications, health care, and other technology companies.
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EXHIBIT 99.2
News Release
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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
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SMITH CORONA TERMINATES MARAFUND AGREEMENT
New Canaan, Conn. -- Aug. 27, 1996 -- Smith Corona
Corporation today announced that is has terminated its stock
purchase agreement with MaraFund, LTD., a New York-based
investment firm, for the sale of 15 percent of the new common
stock in the reorganized company. The termination took place as
a result of MaraFund's failure to meet its contractual
obligations under the agreement.
Ronald F. Stengel, president and chief executive officer of
Smith Corona, said that "today's action is disappointing, but it
does not alter the Plan of Reorganization now filed with the
Bankruptcy Court. The committee representing the unsecured
creditors continues to support the existing Plan."
Prior to terminating the stock purchase agreement, Smith
Corona had received Court approval to extend the schedule for
voting and confirming the Plan of Reorganization. Under the new
schedule, mailing of the company's Disclosure Statement and
ballots for voting on the Plan will occur on or before Sept. 16,
1996. Ballots will be due on Oct. 18, and the confirmation
hearing will take place Oct. 31, 1996.
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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