<PAGE>
SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
AMENDMENT NO. 3
TO
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
January 23, 1995
(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 10 Pages
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<TABLE>
<CAPTION>
CUSIP NO. 853258101 13D Page 2 of 10 Pages
<S> <C> <C>
1 NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
DiMon Incorporated
54-1746567
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
<S> <C> <C>
7
- 0 -
NUMBER OF SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
8
- 0 -
9
- 0 -
10
- 0 -
<S> <C> <C>
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!
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
CUSIP NO. 853258101 13D Page 3 of 10 Pages
<S> <C> <C>
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
- 0 -
NUMBER OF SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
8
- 0 -
9
- 0 -
10
- 0 -
<S> <C> <C>
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!
</TABLE>
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<TABLE>
<CAPTION>
CUSIP NO. 853258101 13D Page 4 of 10 Pages
<S> <C> <C>
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
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
8 SHARED VOTING POWER
- 0 -
9 SOLE DISPOSITIVE POWER
849,300 shares
10 SHARED DISPOSITIVE POWER
- 0 -
<S> <C> <C>
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!
</TABLE>
<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, and October 21, 1994, by Dibrell Brothers, Incorporated,
a Virginia corporation ("Dibrell") is hereby amended and supplemented as
follows:
Item 6. Contracts, Arrangements, Understandings or Relationships with
Respect to Securities of the Issuer.
As previously disclosed in Item 4 of Amendment No. 2 of the Statement
on Schedule 13D, Dibrell entered into an Agreement and Plan of
Reorganization with Monk-Austin, Inc. ("Monk-Austin"), dated as of
October 22, 1994, and amended and restated as of December 9, 1994,
and February 22, 1995 (the "Agreement"), which provides for the combination
of the businesses of Dibrell and Monk-Austin. The Agreement, as amended
and restated, contemplates that each of Dibrell and Monk-Austin will be
merged with and into DiMon Incorporated, a newly-formed corporation ("DiMon"),
with DiMon to be the surviving corporation in such mergers. All shares of
Dibrell and Monk-Austin Common Stock outstanding immediately prior to such
mergers will be converted into shares of DiMon Common Stock as provided in the
Agreement.
By a letter agreement effective as of January 23, 1995, John M. Hines,
Executive Vice President of Monk-Austin International, Inc. and Executive Vice
President of DiMon, obtained the consent of Standard Commercial that certain
actions that may, in the future, be considered by DiMon with respect to the
Page 5 of 10 Pages
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Standard Commercial stock that is the subject of this Statement would not
result in a violation of any agreements currently existing between
Monk-Austin and Standard Commercial or Dibrell and Standard Commercial. The
actions that may, in the future, be considered are: (i) maintaining the
existing trust agreement in force with its current trustees, Claude B. Owen, Jr.
and Willie G. Barker, Jr., or other trustees who are directors of DiMon; (ii)
terminating the present trust agreement and causing such Standard Commercial
stock to be held by DiMon or any of its wholly-owned subsidiaries; or (iii)
distributing such Standard Commercial stock as a dividend to DiMon shareholders
on terms and conditions approved by the DiMon board of directors. DiMon has
made no determination with respect to its intentions regarding such Standard
Commercial stock following the mergers referred to above.
Item 7. Material to be Filed as Exhibits.
(a) Expression of agreement, dated March 3, 1995, between DiMon,
Dibrell and Trust fbo Dibrell Brothers, Incorporated regarding the filing of
this Amendment No. 3 to Schedule 13D.
(b) Letter agreement between Monk-Austin and Standard Commercial,
effective as of January 23, 1995.
Page 6 of 10 Pages
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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.
DIMON INCORPORATED
/s/ Claude B. Owen, Jr.
Date: March 3, 1995 By: __________________________________________
Name: Claude B. Owen, Jr.
Title: Chairman and Chief Executive Officer
Page 7 of 10 Pages
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EXHIBIT INDEX
Exhibit 1 Expression of agreement, dated March 3, 1995, between
DiMon, Dibrell and Trust fbo Dibrell Brothers, Incorporated
regarding the filing of this Amendment No. 3 to Schedule 13D.
Exhibit 2 Letter agreement between Monk-Austin and Standard Commercial,
effective as of January 23, 1995.
Page 8 of 10 Pages
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Exhibit 1
We, the undersigned, hereby express our agreement that the attached
Amendment No. 3 to Schedule 13D is filed on behalf of each of the undersigned.
Dated: March 3, 1995
DIMON INCORPORATED
/s/ Claude B. Owen, Jr.
______________________________
Claude B. Owen, Jr.
Chairman and Chief Executive Officer
DIBRELL BROTHERS, INCORPORATED
/s/ Claude B. Owen, Jr.
_______________________________
Claude B. Owen, Jr.
Chairman 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 10 Pages
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Exhibit 2
Monk-Austin International, Inc.
1200 West Marlboro Road
Farmville, NC 27828-0166 USA
Phone: (919) 753-8000
Fax: (919) 753-8200
January 20, 1995
Standard Commercial Corporation
P.O. Box 450
2201 Miller Road
Wilson, NC 27893
Attn: Guy M. Ross, Vice President & Secretary
Gentlemen:
Following the proposed reorganization of Monk-Austin with Dibrell, the new
holding company--DiMon Incorporated--will need to deal in an orderly manner
with the Standard Commercial stock now owned by Dibrell through a trust. As
I have recently assured you, we have no desire for DiMon's ownership of that
stock to cause harm to Standard Commercial or the market for the Standard
Commercial shares. At this point, it tentatively appears that after the
reorganization DiMon may want to (i) maintain the existing trust agreement in
force with its current trustees, Claude Owen and Willie Barker, or other
trustees who are directors of DiMon; (ii) terminate the present trust
agreement and have the Standard Commercial stock held by DiMon or any of its
wholly owned subsidiaries; or (iii) distribute the Standard Commercial stock
as a dividend to DiMon shareholders on terms and conditions approved by the
DiMon board of directors.
To permit DiMon to deal with the Standard Commercial stock in an orderly way,
we ask that Standard Commercial acknowledge that any of the actions proposed
above may be taken without violation or breach of any agreements now existing
between Monk-Austin and Standard Commercial or Dibrell and Standard
Commercial, including the Confidentiality Agreement executed by Monk-Austin
and Standard Commercial in June, 1994. With respect to the Standard
Commercial stock now owned by Dibrell through a trust, and subject to the
ownership limits set forth in Standard Commercial's Shareholder Protection
Rights Agreement, if you agree that none of the actions proposed above will
be considered a violation or breach of any agreements now existing between
Standard Commercial and Monk-Austin or Dibrell, kindly acknowledge your
agreement by signing and returning a copy of this letter to me at your
earliest convenience.
Thank you for your cooperation in this matter. With continued best wishes
for a prosperous 1995, I am
Sincerely,
/s/ John M. Hines /s/ Guy M. Ross
________________________________ ________________________________
John M. Hines Guy M. Ross
Executive Vice President VP & Secretary
Acknowledged and agreed to this the 23rd day of January 1995
Page 10 of 10 Pages<PAGE>
