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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
-------------------
Amendment No. 1
to
SCHEDULE 13D
Under the Securities Exchange Act of 1934
-------------
Smith Corona Corporation
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(Name of Issuer)
Common Stock, par value $.01 per 831858-204
share
Warrants to Purchase One Share of 831858-113
Common Stock
- ----------------------------------- -----------------------------------
(Title of class of securities) (CUSIP number)
George H. Hempstead, III, Millennium Chemicals Inc.,
99 Wood Avenue South, Iselin, New Jersey 08830 (908) 603-6600
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(Name, address and telephone number of person authorized to receive
notices and communications)
February 28, 1997
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(Date of event which requires filing of this statement)
If the filing person has previously filed a statement on Schedule 13G to
report the acquisition which is the subject of this Schedule 13D, and is
filing this schedule because of Rule 13d-1(b)(3) or (4), check the
following box [x].
Note: When filing this statement in paper format, six copies of this
statement, including exhibits, should be filed with the Commission. See
Rule 13d-1(a) for other parties to whom copies are to be sent.
(Continued on following page(s))
(Page 1 of 13 Pages)
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CUSIP No. 831858-10-5 13D Page 2 of 13
1 NAME OF REPORTING PERSON: MILLENNIUM CHEMICALS INC.
S.S. OR I.R.S. IDENTIFICATION NO.
OF ABOVE PERSON:
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP: (a) [x]
(b) [_]
3 SEC USE ONLY
4 SOURCE OF FUNDS: Not Applicable
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS [_]
REQUIRED PURSUANT TO ITEM 2(d) OR 2(e):
6 CITIZENSHIP OR PLACE OF DELAWARE
ORGANIZATION:
NUMBER OF 7 SOLE VOTING POWER: 0
SHARES
BENEFICIALLY 8 SHARED VOTING POWER: 724,000
OWNED BY
EACH 9 SOLE DISPOSITIVE POWER: 0
REPORTING
PERSON WITH 10 SHARED DISPOSITIVE 724,000
POWER:
11 AGGREGATE AMOUNT BENEFICIALLY 724,000
OWNED BY REPORTING PERSON:
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) [_]
EXCLUDES CERTAIN SHARES:
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11): 48.0%
14 TYPE OF REPORTING PERSON: CO
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CUSIP No. 831858-10-5 13D Page 3 of 13
1 NAME OF REPORTING PERSON: MILLENNIUM OVERSEAS HOLDINGS
LIMITED
S.S. OR I.R.S. IDENTIFICATION NO.
OF ABOVE PERSON:
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP: (a) [x]
(b) [_]
3 SEC USE ONLY
4 SOURCE OF FUNDS: Not Applicable
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS [_]
REQUIRED PURSUANT TO ITEM 2(d) OR 2(e):
6 CITIZENSHIP OR PLACE OF ENGLAND
ORGANIZATION:
NUMBER OF 7 SOLE VOTING POWER: 0
SHARES
BENEFICIALLY 8 SHARED VOTING POWER: 724,000
OWNED BY
EACH 9 SOLE DISPOSITIVE POWER: 0
REPORTING
PERSON WITH 10 SHARED DISPOSITIVE 724,000
POWER:
11 AGGREGATE AMOUNT BENEFICIALLY 724,000
OWNED BY REPORTING PERSON:
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) [_]
EXCLUDES CERTAIN SHARES:
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11): 48.0%
14 TYPE OF REPORTING PERSON: CO
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CUSIP No. 831858-10-5 13D Page 4 of 13
1 NAME OF REPORTING PERSON: MILLENNIUM AMERICA HOLDINGS INC.
S.S. OR I.R.S. IDENTIFICATION NO.
OF ABOVE PERSON:
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP: (a) [x]
(b) [_]
3 SEC USE ONLY
4 SOURCE OF FUNDS: Not Applicable
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS [_]
REQUIRED PURSUANT TO ITEM 2(d) OR 2(e):
6 CITIZENSHIP OR PLACE OF DELAWARE
ORGANIZATION:
NUMBER OF 7 SOLE VOTING POWER: 0
SHARES
BENEFICIALLY 8 SHARED VOTING POWER: 724,000
OWNED BY
EACH 9 SOLE DISPOSITIVE POWER: 0
REPORTING
PERSON WITH 10 SHARED DISPOSITIVE 724,000
POWER:
11 AGGREGATE AMOUNT BENEFICIALLY 724,000
OWNED BY REPORTING PERSON:
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) [_]
EXCLUDES CERTAIN SHARES:
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11): 48.0%
14 TYPE OF REPORTING PERSON: CO
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CUSIP No. 831858-10-5 13D Page 5 of 13
1 NAME OF REPORTING PERSON: MILLENNIUM AMERICA INC.
S.S. OR I.R.S. IDENTIFICATION NO.
OF ABOVE PERSON:
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP: (a) [x]
(b) [_]
3 SEC USE ONLY
4 SOURCE OF FUNDS: Not Applicable
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS [_]
REQUIRED PURSUANT TO ITEM 2(d) OR 2(e):
6 CITIZENSHIP OR PLACE OF DELAWARE
ORGANIZATION:
NUMBER OF 7 SOLE VOTING POWER: 0
SHARES
BENEFICIALLY 8 SHARED VOTING POWER: 724,000
OWNED BY
EACH 9 SOLE DISPOSITIVE POWER: 0
REPORTING
PERSON WITH 10 SHARED DISPOSITIVE 724,000
POWER:
11 AGGREGATE AMOUNT BENEFICIALLY 724,000
OWNED BY REPORTING PERSON:
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) [_]
EXCLUDES CERTAIN SHARES:
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11): 48.0%
14 TYPE OF REPORTING PERSON: CO
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CUSIP No. 831858-10-5 13D Page 6 of 13
1 NAME OF REPORTING PERSON: MILLENNIUM HOLDINGS INC.
S.S. OR I.R.S. IDENTIFICATION NO.
OF ABOVE PERSON:
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP: (a) [x]
(b) [_]
3 SEC USE ONLY
4 SOURCE OF FUNDS: Not Applicable
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS [_]
REQUIRED PURSUANT TO ITEM 2(d) OR 2(e):
6 CITIZENSHIP OR PLACE OF DELAWARE
ORGANIZATION:
NUMBER OF 7 SOLE VOTING POWER: 0
SHARES
BENEFICIALLY 8 SHARED VOTING POWER: 724,000
OWNED BY
EACH 9 SOLE DISPOSITIVE POWER: 0
REPORTING
PERSON WITH 10 SHARED DISPOSITIVE 724,000
POWER:
11 AGGREGATE AMOUNT BENEFICIALLY 724,000
OWNED BY REPORTING PERSON:
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) [_]
EXCLUDES CERTAIN SHARES:
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11): 48.0%
14 TYPE OF REPORTING PERSON: CO
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CUSIP No. 831858-10-5 13D Page 7 of 13
1 NAME OF REPORTING PERSON: MILLENNIUM INORGANIC CHEMICALS,
INC. (formerly SCM CHEMICALS INC.)
S.S. OR I.R.S. IDENTIFICATION NO.
OF ABOVE PERSON:
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP: (a) [x]
(b) [_]
3 SEC USE ONLY
4 SOURCE OF FUNDS: Not Applicable
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS [_]
REQUIRED PURSUANT TO ITEM 2(d) OR 2(e):
6 CITIZENSHIP OR PLACE OF DELAWARE
ORGANIZATION:
NUMBER OF 7 SOLE VOTING POWER: 0
SHARES
BENEFICIALLY 8 SHARED VOTING POWER: 724,000
OWNED BY
EACH 9 SOLE DISPOSITIVE POWER: 0
REPORTING
PERSON WITH 10 SHARED DISPOSITIVE 724,000
POWER:
11 AGGREGATE AMOUNT BENEFICIALLY 724,000
OWNED BY REPORTING PERSON:
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) [_]
EXCLUDES CERTAIN SHARES:
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11): 48.0%
14 TYPE OF REPORTING PERSON: CO
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CUSIP No. 831858-10-5 13D Page 8 of 13
1 NAME OF REPORTING PERSON: HMB HOLDINGS INC.
S.S. OR I.R.S. IDENTIFICATION NO.
OF ABOVE PERSON:
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP: (a) [x]
(b) [_]
3 SEC USE ONLY
4 SOURCE OF FUNDS: Not Applicable
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS [_]
REQUIRED PURSUANT TO ITEM 2(d) OR 2(e):
6 CITIZENSHIP OR PLACE OF DELAWARE
ORGANIZATION:
NUMBER OF 7 SOLE VOTING POWER: 0
SHARES
BENEFICIALLY 8 SHARED VOTING POWER: 724,000
OWNED BY
EACH 9 SOLE DISPOSITIVE POWER: 0
REPORTING
PERSON WITH 10 SHARED DISPOSITIVE 724,000
POWER:
11 AGGREGATE AMOUNT BENEFICIALLY 724,000
OWNED BY REPORTING PERSON:
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) [_]
EXCLUDES CERTAIN SHARES:
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11): 48.0%
14 TYPE OF REPORTING PERSON: CO
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CUSIP No. 831858-10-5 13D Page 9 of 13
1 NAME OF REPORTING PERSON: MHC INC.
S.S. OR I.R.S. IDENTIFICATION NO.
OF ABOVE PERSON:
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP: (a) [x]
(b) [_]
3 SEC USE ONLY
4 SOURCE OF FUNDS: N/A
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS [_]
REQUIRED PURSUANT TO ITEM 2(d) OR 2(e):
6 CITIZENSHIP OR PLACE OF DELAWARE
ORGANIZATION:
NUMBER OF 7 SOLE VOTING POWER: 0
SHARES
BENEFICIALLY 8 SHARED VOTING POWER: 724,000
OWNED BY
EACH 9 SOLE DISPOSITIVE POWER: 0
REPORTING
PERSON WITH 10 SHARED DISPOSITIVE 724,000
POWER:
11 AGGREGATE AMOUNT BENEFICIALLY 724,000
OWNED BY REPORTING PERSON:
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) [_]
EXCLUDES CERTAIN SHARES:
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11): 48.0%
14 TYPE OF REPORTING PERSON: CO
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Item 1. Security and Issuer.
-------------------
This First Amendment ("First Amendment") to the Statement
relates to the warrants (the "Warrants"), each exercisable during the
period commencing on August 28, 1997 and ending on February 28, 1999,
to purchase one share of common stock, par value $0.01 per share ("New
Common Stock"), of Smith Corona Corporation, a Delaware corporation
(the "Company"), at an exercise price of $8.50 per share of New Common
Stock, subject to adjustment. The address of the principal executive
office of the Company is 839 Route 13 South, Cortland, New York 13045.
This First Amendment is being filed on behalf of Millennium
Chemicals Inc. ("Millennium"), Millennium Overseas Holdings Limited
("Overseas"), Millennium America Holdings Inc. ("MAHI"), Millennium
America Inc. ("America"), Millennium Holdings Inc. ("Holdings"),
Millennium Inorganic Chemicals Inc. (formerly SCM Chemicals Inc.)
("Inorganic"), HMB Holdings Inc. ("HMB") and MHC Inc. ("MHC").
Millennium, Overseas, MAHI, America, Holdings, Inorganic, HMB and MHC
are hereinafter collectively referred to as the "Beneficial Owners".
Item 3. Source and Amount of Funds or Other Consideration.
-------------------------------------------------
The shares of Common Stock formerly owned by the Beneficial
Owners were cancelled pursuant to the Company's Third Amended Second
Joint Plan of Reorganization under Chapter 11 of the United States
Bankruptcy Code (the "Plan of Reorganization") and the Warrants were
issued thereunder, in the ratio of one Warrant for every twenty
cancelled shares of Common Stock.
Item 4. Purpose of Transaction.
----------------------
The Warrants were issued pursuant to the Plan of
Reorganization. The Beneficial Owners may hold the Warrants, sell the
Warrants or convert them into shares of the New Common Stock. If all
the Warrants held by the Beneficial Owners are converted into Common
Stock when the Warrants become exercisable, the Beneficial Owners will
hold 724,000 shares of New Common Stock (which, based upon the number
of shares outstanding on the date hereof, would represent
approximately 22% of the class).
Item 5. Interest in Securities of the Issuer.
------------------------------------
(a) (i) MHC is the record and beneficial owner of 724,000
Warrants, which Warrants constitute approximately 48% of the 1,512,423
Warrants outstanding.
10<PAGE>
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(ii) By virtue of its ownership of all of the
outstanding capital stock of MHC, HMB may be deemed to be, for
purposes of this Schedule 13D, the beneficial owner of all of the
Warrants which are beneficially owned by MHC.
(iii) By virtue of its ownership of all of the
outstanding capital stock of HMB, Inorganic may be deemed to be, for
purposes of this Schedule 13D, the beneficial owner of all of the
Warrants which are beneficially owned by HMB.
(iv) By virtue of its ownership of all of the
outstanding capital stock of Inorganic, Holdings may be deemed to be,
for purposes of this Schedule 13D, the beneficial owner of all of the
Warrants which are beneficially owned by SCM.
(v) By virtue of its ownership of all of the
outstanding capital stock of Holdings, America may be deemed to be,
for purposes of this Schedule 13D, the beneficial owner of all of the
Warrants which are beneficially owned by Holdings.
(vi) By virtue of its ownership of all of the
outstanding capital stock of America, MAHI may be deemed to be, for
purposes of this Schedule 13D, the beneficial owner of all of the
Warrants which are beneficially owned by America.
(vii) By virtue of its ownership of all of the
outstanding capital stock of MAHI, Overseas may be deemed to be for
purposes of this Schedule 13D, the beneficial owner of all of the
Warrants which are beneficially owned by MAHI
(vii) By virtue of its ownership of all of the
outstanding capital stock of Overseas, Millennium may be deemed to be,
for purposes of this Schedule 13D, the beneficial owner of all of the
Warrants which are beneficially owned by Overseas.
(vii) Certain directors, executive officers and/or
employees of the Beneficial Owners may beneficially own Warrants or
shares of New Common Stock, directly or through individual employee
savings plan accounts. The Beneficial Owners disclaim beneficial
ownership of such Warrants and shares of New Common Stock.
(b) (i) Each of the Beneficial Owners other than MHC, by
virtue of its direct or indirect ownership of MHC, is deemed to have,
with MHC, shared power to vote or to direct the vote (to the extent of
any voting rights) and shared power to dispose or direct the
disposition of all the Warrants which are beneficially owned by MHC.
11<PAGE>
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(ii) Other than as set forth in paragraph (a) above,
the Beneficial Owners have no power to vote, direct the vote, dispose
or direct the disposition of the shares of Common Stock owned by any
persons other than the Beneficial Owners.
(c) Except as set forth herein, none of the Beneficial
Owners has effected any transactions in the Warrants during the past
60 days.
The information set forth in response to Item 4 is
incorporated herein by reference.
12<PAGE>
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SIGNATURES
----------
After due inquiry and to the best of my knowledge and
belief, I certify that the information set forth in this statement is
true, complete and correct.
Dated: April 15, 1997
MILLENNIUM CHEMICALS INC.
By: /s/ George H. Hempstead, III
-----------------------------------
George H. Hempstead, III
Senior Vice President - Law and
Administration and Secretary
MILLENNIUM OVERSEAS HOLDINGS LIMITED
By: /s/ George H. Hempstead, III
-----------------------------------
George H. Hempstead, III
Director
MILLENNIUM AMERICA HOLDINGS LIMITED
MILLENNIUM AMERICA INC.
MILLENNIUM HOLDINGS INC.
HMB HOLDINGS INC.
MHC INC.
By: /s/ George H. Hempstead, III
------------------------------------
George H. Hempstead, III
Senior Vice President, Secretary and
General Counsel
MILLENNIUM INORGANIC CHEMICALS INC.
By: /s/ George H. Hempstead, III
------------------------------------
George H. Hempstead, III
Vice President and Assistant
Secretary
13
NYFS05...:\39\63339\0001\1733\SCH4077T.05A
