SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
AMENDMENT NO. 4
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
April 28, 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 8 Pages
<PAGE>
CUSIP NO. 853258101 13D Page 2 of 8 Pages
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) ___
(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
866,370
NUMBER OF
SHARES 8 SHARED VOTING POWER
BENEFICIALLY - 0 -
OWNED BY
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 866,370
PERSON WITH
10 SHARED DISPOSITIVE POWER
- 0 -
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
866,370 shares held by DIMON Incorporated, per Termination of Trust
Agreement dated April 28, 1995
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 8 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) ___
(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
- 0 -
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES*
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
- 0 -
14 TYPE OF REPORTING PERSON*
CO
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE> CUSIP NO. 853258101 13D Page 4 of 8 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) ___
(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
- 0 -
12 X BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES*
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
- 0 -
14 TYPE OF REPORTING PERSON*
OO
*SEE INSTRUCTIONS BEFORE FILLING OUT!
Page 4 of 8
<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, October 21, 1994 and January 23, 1995, by Dibrell Brothers,
Incorporated, a Virginia corporation ("Dibrell"), and DIMON Incorporated, a
Virginia corporation ("DIMON"), and Claude B. Owen, Jr. and Willie G. Barker,
Jr., as Trustees for Trust f/b/o Dibrell Brothers, Incorporated, is hereby
amended and supplemented as follows:
Item 6. Contracts, Arrangements, Understandings or Relationships
with Respect to Securities of the Issuer.
This Amendment No. 4 to Schedule 13D is being filed in connection with
a Termination of the Trust Agreement, dated April 28, 1995 (the "Termination
Agreement"), between DIMON, the successor by merger to Dibrell and Monk-Austin,
and Claude B. Owen, Jr. and Willie G. Barker, Jr., as trustees (the
"Trustees"). The Termination Agreement effected the distribution of the Common
Stock held by the Trustees to DIMON or any of its wholly-owned subsidiaries.
The Termination Agreement further provided for the dissolution of the Trust
f/b/o Dibrell Brothers, Incorporated as of April 28, 1995.
Pursuant to an Amended and Restated Agreement and Plan of
Reorganization, dated as of February 22, 1995, by and among DIMON, Dibrell and
Monk-Austin, Dibrell and Monk-Austin merged with and into DIMON effective
April 1, 1995, thereby terminating their separate corporate existence.
Item 7. Material to be Filed as Exhibits.
(a) Termination of Trust Agreement, dated April 28, 1995,
between DIMON Incorporated, the successor by merger to Dibrell Brothers,
Incorporated and Monk-Austin, Inc., and Claude B. Owen, Jr. and Willie G.
Barker, Jr., as Trustees.
(b) Amended and Restated Plan of Reorganization, dated as of
February 22, 1995, by and among DIMON Incorporated, Dibrell Brothers,
Incorporated and Monk-Austin, Inc. (incorporated by reference to Appendix I to
the Joint Proxy Statement/Prospectus of Dibrell Brothers, Incorporated and
Monk-Austin, Inc., dated March 1, 1995, as part of DIMON Incorporated's
Registration Statement on Form S-4, File No. 33-89780, filed with the
Securities and Exchange Commission on March 1, 1995).
- 5 -
<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.
DIMON INCORPORATED, for itself and as
successor by merger to Dibrell
Brothers, Incorporated
Date: May 15, 1995 By: /s/ Claude B. Owen, Jr.
Name: Claude B. Owen, Jr.
Title: Chairman and Chief Executive
Officer
TRUST FBO DIBRELL BROTHERS,
INCORPORATED
By: /s/ Claude B. Owen, Jr.
Name: Claude B. Owen, Jr.
Title: Trustee
By: /s/Willie G. Barker, Jr.
Name: Willie G. Barker, Jr.
Title: Trustee
- 6 -
<PAGE>
EXHIBIT INDEX
Exhibit 1 Termination of Trust Agreement, dated April 28, 1995 between
DIMON Incorporated, the successor by merger to Dibrell
Brothers, Incorporated and Monk-Austin, Inc., and
Claude B. Owen, Jr. and Willie G. Barker, Jr., as trustees.
- 7 -
<PAGE>
EXHIBIT 1
TERMINATION OF TRUST AGREEMENT
This Termination of Trust Agreement, between DIMON Incorporated
("DIMON"), the successor by merger to Dibrell Brothers, Incorporated
("Dibrell") and Monk-Austin, Inc. ("Monk-Austin"), and Claude B. Owen, Jr. and
Willie G. Barker, Jr., as trustees (the "Trustees"), recites and provides as
follows:
A. To insure compliance with the terms of a Confidentiality
Agreement (the "Confidentiality Agreement"), between Standard Commercial
Corporation ("Standard") and Monk-Austin, pursuant to a Trust Agreement, dated
as of October 21, 1994, by and between Dibrell, as grantor, and the Trustees,
Dibrell deposited with the Trustees 849,300 shares (the "Shares") of the common
stock of Standard ("Standard") owned by Dibrell.
B. By letter dated January 23, 1995, Standard consented to the
termination of the Trust Agreement and the distribution of the shares to DIMON
or any of its wholly-owned subsidiaries.
C. DIMON, as the successor to Dibrell and Monk-Austin, desires
to terminate the Trust Agreement.
NOW, THEREFORE, the parties agree that the Trust Agreement is
terminated and that the certificates representing the Shares shall be delivered
promptly by the Trustees to DIMON.
IN WITNESS WHEREOF, the parties have executed, or caused to be
executed, this Termination of Trust Agreement as of the 28th day of April, 1995.
DIMON INCORPORATED, for itself and as
successor to Dibrell Brothers, Incorporated and Monk-Austin, Inc.
By: /s/ Claude B. Owen, Jr.
Name: Claude B. Owen, Jr.
Title: Chairman and Chief Executive
Officer
/s/ Claude B. Owen, Jr.
Claude B. Owen, Jr., Trustee
/s/Willie G. Barker, Jr.
Willie G. Barker, Jr., Trustee
- 8 -
