SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
AMENDMENT NO. 2
SCHEDULE 13D
Under the Securities Exchange Act of 1934
STANDARD COMMERCIAL CORPORATION
(Name of Issuer)
Common Stock, $.20 par value
(Title of class of securities)
853258101
(CUSIP Number)
Claude B. Owen, Jr.
Chairman and Chief Executive Officer
Dibrell Brothers, Incorporated
512 Bridge Street
Danville, Virginia 24541
Telephone No. (804) 792-7511
(Name, address and telephone number of person authorized to
receive notices and communications)
Copy to:
Thurston R. Moore, Esq.
Hunton & Williams
Riverfront Plaza, East Tower
951 East Byrd Street
Richmond, Virginia 23212
(804) 788-8295
October 24, 1994
(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 [ ].
Check the following box if a fee is being paid with
this statement [ ].
Page 1 of 15 Pages
<PAGE>
CUSIP NO. 853258101 13D Page 2 of 15 Pages
1 NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
Dibrell Brothers, Incorporated
54-0192440
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) _X_
(b) ___
3 SEC USE ONLY
4 SOURCE OF FUNDS*
WC
5 CHECK BOX IF DISCLOSURE OF LEGAL ___
PROCEEDINGS IS REQUIRED PURSUANT TO ITEM
2(d) or 2(e)
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Virginia
7 SOLE VOTING POWER
- 0 -
NUMBER OF
SHARES 8 SHARED VOTING POWER
BENEFICIALLY - 0 -
OWNED BY
EACH 9 SOLE DISPOSITIVE POWER
REPORTING - 0 -
PERSON WITH
10 SHARED DISPOSITIVE POWER
- 0 -
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
849,300 shares held by Claude B. Owen, Jr. and Willie G.
Barker, Jr. as Trustees fbo Dibrell Brothers, Incorporated,
per Agreement dated October 21, 1994
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* ___
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
9.9%
14 TYPE OF REPORTING PERSON*
CO
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
CUSIP NO. 853258101 13D Page 3 of 15 Pages
1 NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
Trust fbo Dibrell Brothers, Incorporated, per Agreement dated
October 21, 1994
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) _X_
(b) ___
3 SEC USE ONLY
4 SOURCE OF FUNDS*
WC
5 CHECK BOX IF DISCLOSURE OF LEGAL ___
PROCEEDINGS IS REQUIRED PURSUANT TO ITEM
2(d) or 2(e)
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Virginia
7 SOLE VOTING POWER
849,300 shares
NUMBER OF
SHARES 8 SHARED VOTING POWER
BENEFICIALLY - 0 -
OWNED BY
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 849,300 shares
PERSON WITH
10 SHARED DISPOSITIVE POWER
- 0 -
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
849,300 shares held by Claude B. Owen, Jr. and Willie G.
Barker, Jr. as Trustees fbo Dibrell Brothers, Incorporated,
per Agreement dated October 21, 1994
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* ___
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
9.9%
14 TYPE OF REPORTING PERSON*
OO
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
Item 1. Security and Issuer.
-------------------
The Statement on Schedule 13D relating to the Common Stock, par
value $.20 per share (the "Common Stock"), of Standard Commercial
Corporation, a North Carolina corporation ("Standard") filed on March
3, 1994, and amended on April 12, 1994, by Dibrell Brothers,
Incorporated, a Virginia corporation ("Dibrell") is hereby amended and
supplemented as follows:
Item 4. Purpose of Transaction.
----------------------
Standard Common Stock was acquired by Dibrell for investment
purposes. Dibrell has no immediate intention to influence or direct
Standard's affairs, modify its corporate structure or interfere with
the business decisions of its management.
On October 21, 1994, Dibrell entered into an Agreement and Plan
of Reorganization (the "Agreement") with Monk-Austin, Inc. ("Monk-
Austin") providing for the combination of the businesses of Dibrell and
Monk-Austin (the "Combination"). Monk-Austin is one of the largest
purchasers and processors of leaf tobacco in the world. Consummation
of the Combination is subject to the satisfaction of conditions
customary in transactions of this type and is expected to occur in
first quarter of calendar year 1995. During the pendency of the
Combination, Dibrell will suspend additional acquisitions of Standard
Common Stock. Dibrell does not anticipate that it would acquire
additional shares of Standard Common Stock after consummation of the
Combination.
If the Agreement is terminated, Dibrell may purchase additional
shares of Standard Common Stock from time to time, either in the open
market or in privately negotiated transactions. Any decision by
Dibrell to increase its holdings in Standard Common Stock will depend,
however, on numerous factors, including the price of shares of Standard
Common Stock, the terms and conditions related to their purchase and
sale, the prospects and profitability of Standard, other business and
investment alternatives of Dibrell and general economic and market
conditions. Dibrell does not currently anticipate taking any action
proceeding towards a combination of Dibrell and Standard without the
cooperation of the Board of Directors and management of Standard.
At any time, Dibrell may decide to dispose of some or all of its
holdings of Standard Common Stock depending on the factors described in
the preceding paragraph and other considerations.
Except as set forth above, neither Dibrell nor, to the best
knowledge of Dibrell, any executive officer or director of Dibrell, has
any plans or proposals which relate to or would result in: (a) the
acquisition by any person of additional securities of Standard, or the
disposition of securities of Standard; (b) an extraordinary corporate
transaction, such as a merger, reorganization or liquidation, involving
Standard; (c) a sale or transfer of a material amount of assets of
Standard; (d) any change in the present board of directors or
management of Standard, including any plans or proposals to change the
number or term of directors or to fill any existing vacancies on the
Page 4 of 15
<PAGE>
board; (e) any material change in the present capitalization or
dividend policy of Standard; (f) any other material change in
Standard's business or corporate structure; (g) changes in Standard's
charter, bylaws or instruments corresponding thereto or other actions
which may impede the acquisition of control of Standard by any person;
(h) causing a class of securities of Standard to be delisted from a
national securities exchange or to cease to be authorized to be quoted
in an interdealer quotation system of a registered national securities
association; (i) a class of equity securities of Standard to become
eligible for termination of registration pursuant to Section 12(g)(4)
of the Securities Exchange Act of 1934; or (j) any action similar to
any of those enumerated above. Dibrell may formulate plans or
proposals with respect to one or more of the foregoing actions in the
future.
Item 5. Interest in Securities of Standard.
----------------------------------
(a) The Trust fbo Dibrell Brothers, Incorporated (the "Trust"),
per Agreement, dated October 21, 1994 (the "Trust Agreement") and
Dibrell, as beneficiary of the Trust, beneficially own 849,300 shares
of Standard Common Stock. Based upon information contained in the most
recently available filing by Standard with the Securities and Exchange
Commission, such shares represent approximately 9.9% of the outstanding
shares of Standard Common Stock. To the best knowledge of Dibrell and
the Trust, no director or executive officer of Dibrell beneficially
owns any shares of Standard Common Stock.
(b) The Trust holds sole power, and Dibrell holds no power, to
vote and dispose of the shares referred to in Item 5(a).
(c) Dibrell transferred the shares referred to in Item 5(a) to
the Trust pursuant to the Trust Agreement, for no consideration, on
October 21, 1994. Neither the Trust nor Dibrell has engaged in any
other transactions involving Standard Common Stock in the last sixty
days.
(d) No person other than Dibrell has the right to receive or the
power to direct receipt of dividends from, or the proceeds from sale
of, the shares referred to in Item 5(a).
(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships
with Respect to Securities of the Issuer.
--------------------------------------------------------
Pursuant to the Trust Agreement, Dibrell has transferred its
shares of Standard Common Stock to the Trust, with Claude B. Owen, Jr.,
and Willie G. Barker, Jr., serving as trustees (the "Trustees"). The
Trustees will exercise all rights of ownership with respect to such
shares, including all voting and dispositive powers with respect
thereto. Upon closing of the transactions contemplated by the
Agreement (the "Closing"), no person who is an affiliate of Monk-Austin
may be appointed or serve as Trustee and any Trustee who is an
affiliate of Monk-Austin shall be deemed to have resigned effective as
of the close of business on the day before the date of the Closing.
The Trust will continue for a period of ten years, but will terminate:
Page 5 of 15
<PAGE>
(i) if the Agreement terminates other than upon the Closing; (ii) if an
Agreement is not executed on or before the six month anniversary of the
date of the Agreement; or (iii) upon the agreement of Dibrell and both
Trustees upon the sale of all of the Standard Common Stock held by the
Trustees.
Item 7. Material to be Filed as Exhibits.
--------------------------------
(a) Agreement between Dibrell and the Trust with respect to the
filing of this Amendment No. 2 to Schedule 13D.
(b) Trust Agreement.
Page 6 of 15
<PAGE>
SIGNATURE
---------
After reasonable inquiry and to the best of his knowledge and
belief, the undersigned certifies that the information set forth in
this statement is true, complete and correct.
DIBRELL BROTHERS, INCORPORATED
Date: October 24, 1994 By: /s/ Claude B. Owen, Jr.
----------------------------------------
Name: Claude B. Owen, Jr.
Title: Chairman of the Board, President
and Chief Executive Officer
Trust fbo Dibrell Brothers, Incorporated per
Agreement, dated October 21, 1994
Date: October 24, 1994 By: /s/ Claude B. Owen, Jr.
----------------------------------------
Name: Claude B. Owen, Jr.
Title: Trustee
Page 7 of 15
<PAGE>
EXHIBIT INDEX
-------------
Exhibit 1 Agreement between Dibrell and the Trust with respect to the
filing of Amendment No. 2 to Schedule 13D.
Exhibit 2 Trust Agreement, dated as of October 21, 1994, between
Dibrell, Claude B. Owen, Jr., and Willie G. Barker, Jr.
Page 8 of 15
<PAGE>
Exhibit 1
---------
We, the undersigned, hereby express our agreement that the
attached Amendment No. 2 to Schedule 13D is filed on behalf of each of
the undersigned.
Dated: October 24, 1994
DIBRELL BROTHERS, INCORPORATED
/s/ Claude B. Owen, Jr.
----------------------------------------
Claude B. Owen, Jr.
Chairman of the Board, President
and Chief Executive Officer
TRUST FBO DIBRELL BROTHERS, INCORPORATED
PER AGREEMENT DATED OCTOBER 21, 1994
/s/ Claude B. Owen, Jr.
-----------------------------------------
Claude B. Owen, Jr.
Trustee
Page 9 of 15
<PAGE>
Exhibit 2
TRUST AGREEMENT ---------
THIS TRUST AGREEMENT, made this the 21st day of October, 1994, by
and between Dibrell Brothers, Incorporated, a Virginia corporation, as
Grantor ("Dibrell"), and Claude B. Owen, Jr. and Willie G. Barker, Jr.,
as Trustees (the "Trustees"):
WHEREAS, Dibrell owns 849,300 shares (the "Shares") of the common
stock of Standard Commercial Corporation, a North Carolina corporation
(the "Company"); and
WHEREAS, Dibrell has agreed to deposit with the Trustees all of
the Shares, and all other securities of the Company or other entities or
securities convertible into securities of the Company received by Dibrell
or the Trustees in exchange therefor or as a distribution thereon as the
result of a dividend, split up, reorganization, recapitalization, merger
or consolidation or as the result of any other action or as may be
acquired in any other manner (all of such securities of the Company or
other entities or securities convertible into such securities, whether
now held or hereafter acquired being hereafter referred to as the "Trust
Stock"); and
WHEREAS, the Trustees have consented to act under this Agreement
for the purposes herein provided:
NOW, THEREFORE, WITNESSETH:
That for and in consideration of the promises and the mutual
covenants and conditions hereinafter set forth, the parties hereto agree
as follows:
1. Agreement. Copies of this Agreement, and of every agreement
---------
supplemental hereto or amendatory hereof, shall be filed in the principal
office of the Company in Wilson, North Carolina and the Trustees shall
comply with all requirements of Sec. 55-7-30 of the North Carolina Business
Corporation Act, as amended, or any superseding statutes.
Page 10 of 15
<PAGE>
2. Transfer to Trustees. Upon execution of this Agreement,
--------------------
Dibrell shall deposit with the Trustees certificates for all of the
Shares. Dibrell also shall deposit with the Trustees immediately upon
acquisition thereof certificates representing any additional shares of
Trust Stock that Dibrell shall acquire during the term of this Agreement
in any manner. All certificates thus deposited shall be duly endorsed
for transfer to the Trustees, shall have affixed thereto all applicable
documentary tax stamps, if required, duly cancelled, and shall be
accompanied by such instruments of transfer as the Trustees shall deem
necessary or as may be required to enable them to have the Trust Stock
represented by such certificates transferred to their names as
hereinafter provided.
3. Certificates. Upon receipt of the certificates referred to
------------
in Paragraph 2 above, the Trustees shall surrender the same for transfer
and will obtain in lieu thereof new certificates, issued in the names of
the Trustees, representing the shares of Trust Stock formerly represented
by the surrendered certificates. The Trustees shall hold such new
certificates for the term hereof. Upon request of Dibrell, the Trustees
shall issue to Dibrell voting trust certificates for the Trust Stock;
provided, that neither the voting trust certificates nor Dibrell's
interests under this Agreement or in the Trust Stock, or any right, title
or interest therein, may be transferred, sold or otherwise assigned by
Dibrell during the term of this Agreement.
4. Rights of Trustees. The Trustees shall have the exclusive
------------------
right, subject to the provisions of this paragraph hereinafter set forth,
to exercise, in person or by their nominees or proxies, all shareholders'
rights and powers in respect of all Trust Stock deposited hereunder,
including the right to vote thereon, to take part or consent to any
Page 11 of 15
<PAGE>
corporate or shareholders' action of any kind whatsoever and to dispose
of the Trust Stock by sale or otherwise. The foregoing right to vote,
take part or consent, and dispose shall include the right to vote for the
election of directors, and in favor of or against any resolution or
proposed action of any character whatsoever that may be presented at any
meeting or require the consent of shareholders of the Company and
otherwise to act in respect of such Trust Stock as if they were the sole
and unrestricted owners thereof.
In voting or disposing of the Trust Stock held by them hereunder,
either in person or by their nominees or proxies, the Trustees shall not
be personally responsible with respect to any action taken pursuant to
their vote so cast in any manner or act committed or omitted to be done
under this Agreement, provided such commission or omission does not
amount to willful misconduct on their part, and provided also that the
Trustees at all times exercise good faith in such matters.
5. Rights of Trustees as Individuals. Nothing herein contained
---------------------------------
shall prevent the Trustees from entering into any contract or transacting
any business with the Company not otherwise prohibited. The Trustees may
for their individual account freely buy or sell securities of the Company
and otherwise freely exercise any rights they may have individually as
security holders of the Company. Notwithstanding the foregoing, the
Trustees may not buy any Trust Stock without the prior written consent of
the Board of Directors of Dibrell.
6. Dividends. Dibrell shall be entitled to receive payments or
---------
distributions equal to the cash or other dividends or distributions, if
any, received by the Trustees upon the Trust Stock; provided, however, if
any dividend in respect of Trust Stock is paid, in whole or in part, to
the Trustees in securities of any kind issued by any entity, the Trustees
shall likewise hold the same as Trust Stock subject to the terms of this
Agreement.
7. Dissolution. In the event of the dissolution or liquidation
-----------
(except pursuant to Section 8, below) of the Company, whether voluntary
Page 12 of 15
<PAGE>
or involuntary, the Trustees shall receive the money, securities, rights
or property to which Dibrell is entitled, and shall distribute the same
to Dibrell.
8. Reorganization. In case the Company is merged with another
--------------
entity or all or substantially all of the assets of the Company are
transferred to another entity, or the securities of the Company are
exchanged for securities of another entity, then following any such
transaction or any other transaction, the Trustees shall receive and hold
under this Agreement as Trust Stock any such securities received on
account of the ownership, as Trustees hereunder, of the securities held
hereunder prior to such merger, exchange, transfer or other transaction.
9. Disposition of Trust Stock. In the event that the Trustees
--------------------------
dispose of all or part of the Trust Stock, the Trustees shall distribute
to Dibrell all proceeds received upon such disposition. Upon disposition
of all of the Trust Stock, this Agreement shall terminate automatically.
10. Other Trustees. Any Trustee may resign at any time upon ten
--------------
(10) days notice in writing to the remaining Trustee and Dibrell. In the
event of the death, resignation or incapacity of one or more of the
Trustees, the vacancy or vacancies shall be filled by the Board of
Directors of Dibrell. Notwithstanding anything in this Agreement to the
contrary and so long as the Confidentiality Agreement between MAI (as
hereinafter defined) and the Company applies to Dibrell's ownership of
the Trust Stock, no person who is an MAI Affiliate may be appointed or
serve as a Trustee hereunder on or after the MAI Closing and any Trustee
who is an MAI Affiliate shall be deemed to have resigned effective as of
the close of business on the day before the date of the MAI Closing. The
term "MAI Affiliate" shall mean any affiliate of Monk-Austin, Inc.
("MAI").
Page 13 of 15
<PAGE>
11. Duration. Unless sooner terminated as provided below, this
--------
Agreement shall continue for a period of 10 years (the "Initial Term").
This Agreement may be terminated prior to the expiration of the Initial
Term only (i) if Dibrell and MAI do not execute a definitive Agreement
and Plan of Reorganization (the "MAI Agreement") on or before the sixth-
month anniversary of the date of this Agreement, (ii) following the
termination of the MAI Agreement other than upon a closing of the
transactions contemplated thereby (the "MAI Closing") or (iii) upon the
Agreement of Dibrell and both Trustees following the sale of all of the
Trust Stock as herein provided. The events in (i)-(iii) above shall
collectively be referred to as "Authorized Termination Events."
12. Termination Procedure. The Trustees, at least twenty (20)
---------------------
days before any termination permitted by Section 11 hereof, shall mail
written notice of such termination to Dibrell. Upon the termination
hereof, Dibrell shall have no further rights under this Agreement other
than to receive certificates for Trust Stock or other property
distributable under the terms hereof. The Trustees upon
such termination shall forthwith deliver to Dibrell the Trust Stock, upon
the surrender thereof properly endorsed, such delivery to be made in each
case at the office of the Trustees and after payment, if the Trustees so
require, by Dibrell, of a sum sufficient to cover any stamp tax or
governmental charge in respect of the transfer or delivery of such
certificates.
13. Compensation and Expenses. The Trustees shall serve without
-------------------------
compensation but Dibrell hereby agrees to reimburse the Trustees for out-
of-pocket expenses incurred by them in performing their duties hereunder.
The Trustees are hereby authorized to employ and pay such agents,
attorneys, accountants and advisors as they deem necessary or desirable
to carry out the purposes herein expressed; provided that no such person
may be on MAI Affiliate.
Page 14 of 15
<PAGE>
14. Governing Law. This Agreement shall be governed in all
-------------
respects, by the laws of the State of North Carolina without giving
effect to the conflict of laws provisions thereof.
15. Amendment. The parties understand and agree that prior to
---------
the occurrence of an Authorized Termination Event, this Agreement may not
be amended nor any material provision hereof waived without the prior
written consent of MAI. Further, it is understood and agreed that the
execution and delivery of this Agreement by Dibrell is a material
inducement to MAI's agreement to engage in any negotiations with Dibrell
concerning the MAI Agreement.
IN WITNESS WHEREOF, the parties hereto have hereunto appended their
signatures as of the day and year first above written.
DIBRELL BROTHERS, INCORPORATED
/s/ Claude B. Owen, Jr.
By: ______________________________________
Name: Claude B. Owen, Jr.
Title: Chairman of the Board, President
and Chief Executive Officer
/s/ Claude B. Owen, Jr.
__________________________________________
Claude B. Owen, Jr.
/s/ Willie G. Barker, Jr.
__________________________________________
Willie G. Barker, Jr.
Page 15 of 15
