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)
June 29, 2000
Smith Corona Corporation
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(Exact name of registrant as specified in its charter)
Delaware 1-10281 51-0286862
(State or other jurisdiction of (Commission File Number) (I.R.S. Employer
incorporation) Identification No.)
842 Bennie Road
Cortland, New York 13045
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(Address of principal executive offices)
Registrant's telephone number, including area code (607) 753-6011
N/A
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Former Name or Former Address, if Changed Since Last Report
ITEM 5. ACQUISITION OR DISPOSITION OF ASSETS
June 29, 2000 Smith Corona Corporation issued a press release announcing a
stock purchase agreement with Pubco. The press release is attached hereto as
Exhibit 99.1 and is incorporated in its entirety herein by reference.
(a) Exhibits.
99.1 Press Release Dated June 29, 2000 Announcing a Stock Purchase Agreement
with Pubco.
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.
Dated: July 11, 2000
SMITH CORONA CORPORATION
By: /s/ MARTIN D. WILSON
Name: Martin D. Wilson
Title: President,
Chief Executive Officer &
Chief Financial Officer
EXHIBIT INDEX
Exhibit
99.1 Press Release Dated June 29, 2000 Announcing a Stock Purchase Agreement
With Pubco.
Exhibit 99.1
Contact: For Smith Corona:
Rivian Bell
(310) 827-2327
(888) 477-4319 (24 hours)
[email protected]
FOR IMMEDIATE RELEASE
SMITH CORONA ANNOUNCES STOCK
PURCHASE AGREEMENT WITH PUBCO
Deal to Replace Prior Asset Purchase Agreement with Carolina Wholesale
CORTLAND, N.Y. June 29, 2000 Smith Corona Corporation (OTC:SCCOE.OB)
announced today it has signed a stock purchase agreement with Pubco
Corporation (NASDAQ: PUBO), a Cleveland-based manufacturer of thermal
printers and thermal and impact printer supplies. The agreement, which was
an outcome of the overbid process approved as part of Smith Corona's
Chapter 11 case, supplants a prior asset purchase agreement with Carolina
Wholesale Office Machine Company, Inc., which would have allowed
Carolina to purchase substantially all of the company's operating assets.
The Court today authorized Smith Corona to pursue the stock
purchase agreement, which will be consummated through a Plan of Reorganization.
Under the stock purchase agreement with Pubco, Smith Corona would be
reorganized under Chapter 11 and continue to exist as an ongoing entity.
Upon completion of the Chapter 11 reorganization, Pubco would purchase 49
percent of the stock in the reorganized Smith Corona, with the remaining 51
percent of the new common stock to be issued to creditors and, if allowed, to
stockholders. Pubco's cost to purchase the new Smith Corona stock will be
determined as a percentage of the value of inventories and receivables at the
time of the closing of the agreement, which is anticipated to be by year-end.
The agreement also calls for Smith Corona's current debtor-in-possession
(DIP) financing line with Congress Financial Corporation to be either
acquired or replaced by Pubco's Seaside Factors LLC subsidiary.
The stock purchase agreement with Pubco provides more value to satisfy
creditor claims than the Carolina Wholesale asset purchase deal, stated
Martin D. Wilson, president and chief executive officer of Smith Corona. In
addition, Smith Corona's business will continue to operate under the Smith
Corona name with the opportunity to introduce products of the Pubco companies
through the Smith Corona distribution channels. Mr. Wilson further noted
that, in the event that the company cannot obtain approval from its
constituencies of the stock purchase plan, that Pubco has agreed to convert
its stock purchase to an asset purchase. The current Smith Corona product
line includes seven models of electronic typewriters and supporting supplies
and accessories. To augment the shrinking typewriter market, the company
introduced a number of new office products including inkjet replacement
cartridges and commercial headsets. Certain matters discussed in this news
release constitute forward looking statements which are estimates by the
company's management of future performance and are subject to a variety of
risks and uncertainties that could cause results to differ from management's
current expectations.
