Preliminary Copy
STANDARD COMMERCIAL CORPORATION
2201 Miller Road
Wilson, North Carolina 27893
Notice of Annual Meeting of Shareholders
To Be Held August 9, 1994
Dear Shareholder:
You are cordially invited to attend the 1994 Annual Meeting of
Shareholders of Standard Commercial Corporation atthe Wilson Country Club
off West Nash Road in Wilson, North Carolina on Tuesday, August 9, 1994
at 12 noon to:
(a) elect three directors;
(b) approve an amendment to the Company's Articles of
Incorporation to increase its authorized Common Stock
to 100,000,000 shares;
(c) ratify the appointment of Deloitte & Touche as the Company's
independent auditors for fiscal 1995; and
(d) transact such other business as may properly come before
the meeting. Shareholders of record at the close of
business on June 13, 1994 will be entitled to vote at the
meeting.
Sincerely,
J. Alec G. Murray
President
June 30, 1994
Wilson, North Carolina
You are invited to a luncheon immediately following the meeting.
If you plan to attend, please complete and return the enclosed card direct
to the Company or telephone 919/291-5507 Ext 272. Entrance is two miles
northwest of the intersection of Ward Boulevard and West Nash Street in
Wilson.
PLEASE VOTE YOUR SHARES PROMPTLY BY COMPLETING AND RETURNING YOUR PROXY
IN THE ENVELOPE PROVIDED.
<PAGE>
STANDARD COMMERCIAL CORPORATION
Proxy Statement
Annual Meeting of Shareholders
August 9, 1994
The accompanying proxy is solicited by the Board of Directors. A
shareholder giving a proxy may revoke it at any time before it is exercised.
Shareholders of record at the close of business on June 13, 1994 will be
entitled to vote at the meeting or any adjournments thereof. It is expected
that proxy material will be mailed on or about June 30, 1994.
ELECTION OF DIRECTORS
The Company's Articles of Incorporation divide the Board of Directors
into three classes as nearly equal in number as possible, each of which
serves for three years. The term of office of one class of directors expires
each year in rotation so that one class is elected at each Annual Meeting for
a full three-year term. Three of the present directors, R. Anthony Garrett,
Henry R. Grunzke and Ery W. Kehaya, who were elected by the shareholders for
the three-year term expiring at this Annual Meeting, have been nominated for
three-year terms expiring at the Annual Meeting in 1997. Seven of the present
directors were elected for three-year terms expiring at the Annual Meetings
in 1995 and 1996 and will remain in office.
Each shareholder of record at the close of business on June 13, 1994
is entitled to one vote per share of common stock so held for the election of
each of the persons nominated.
INFORMATION ABOUT NOMINEES AND OTHER DIRECTORS
The information that follows as to the principal occupations and
directorships and the number of shares of the Company's common stock
beneficially owned, directly or indirectly, has been furnished to the Company
by such persons.
Name, Age and Year As of May 25, 1994
First Became Director Principal Occupation Shares Owned % of Class
During Past Five Years
Nominees for Terms Expiring in 1997
R. Anthony Garrett Retired 1979; prior Chairman 455 *
Age 75, Director 1980 and Managing Director
Imperial Tobacco Limited (UK)
Henry R. Grunzke Commercial Director 1,155 *
Age 62, Director 1987 Wool Division
<F1>
Ery W. Kehaya Chairman of the Board and 2,797,338 32.7
Age 70, Director 1949 retired Chief Executive Officer
<PAGE>
Directors Continuing in Office Until 1995
Anthony A.D. Arrowsmith Chief Financial Officer since 2,947 *
Age 45, Director 1988 January 1991 Senior Vice President;
previously served as Vice President
and Financial Director - Wool Division
<F2>
William S. Barrack, Jr. Retired; former Senior Vice 1,012 *
Age 64, Director 1992 President-Texaco Inc.,
and director, Caltex Petroleum
Corporation; director, International
Executive Service Corps; and Board of
Visitors, University of Pittsburgh
J. Anthony Johnston Chairman - Wool Division since April 4,405 *
Age 59, Director 1991 1994 Executive - Wool Division since
January, 1991, previously served as a
Commercial Director from August 1989.
<F3>
J. Alec G. Murray President since April 1994 and Chief 181,967 2.1
Age 57, Director 1977 Executive Officer since January 1991;
previously served as Chairman of Wool
Division, Executive Vice President and
Chief Financial Officer
Directors Continuing in Office Until 1996
<F4>
Marvin W. Coghill Chairman of Tobacco Division; prior 370,851 4.3
Age 60, Director 1974 to April 1994 President and Chief
Operating Officer
William A. Ziegler Formerly partner and presently 3,289 *
Age 69, Director 1985 consultant Sullivan & Cromwell,
attorneys
<F5>
Thomas M. Evins, Jr. Regional Director - North American 97,090 1.1
Age 54, Director 1992 Tobacco Operations since October
1993; President, WA Adams Company,
a subsidiary acquired in June 1992
* Less than one percent.
1 Excludes 100,000 shares in a charitable remainder trust but,
includes 54,531 shares owned by his wife and 568,405 shares
(6.6%) held by Mr. Kehaya as trustee for his children as to which
he disclaims beneficial ownership.
2 Includes 500 shares owned by his wife.
3 Includes 10,373 shares owned by his wife.
4 Includes 793 shares owned by his wife and 2,192 shares held for his
account by trustee of 401(k) Savings Plan.
5 Includes 279 shares held for his account by trustee of 401(k) Savings
Plan
Mr. Murray was inadvertently one day late in filing a Form 4 to
report the purchase of 1,000 shares in April 1993.
There are no family relationships among any of the directors and
executive officers except that Ery W. Kehaya is the father of
Ery W. Kehaya II, a Vice President of the Company.
<PAGE>
PRINCIPAL SHAREHOLDERS
The following table sets forth at May 25, 1994 the common stock owned
beneficially, according to advice received by theCompany, by each 5% or
larger shareholder and by all officers and directors as a group:
Name and Address Shares Owned Percentage of Class
Ery W. Kehaya 2,797,338(a) 32.7
810 Saturn Street
Jupiter, Florida 33477-4456
Wellington Management Company 571,618 (b) 6.2
75 State Street
Boston, Massachusetts 02109
Dibrell Brothers, Incorporated 849,300 (c) 9.9
512 Bridge Street
Danville, Virginia 23212
All directors and officers 3,703,154 (d) 43.2
as a group
(a) Includes 54,531 shares owned by spouse and 568,405 shares (6.6%) held
by Mr. Kehaya as trustee for his children. Does not include 100,000
shares in charitable remainder trust created by Mr. Kehaya.
(b) The shares are owned by investment counselling clients of Wellington
Management Company, which has shared voting or dispositive power.
Includes 66,518 shares issuable upon conversion of seven and a quarter
percent Convertible Subordinated Debentures due 2007.
(c) As of April 12, 1994 according to amended Schedule 13D filing.
(d) Includes 3,973 shares held by trustee of 401(k) Savings Plan, 70,257
shares owned by spouses and 607,265 shares held in trust or as a
custodian for children.
BOARD OF DIRECTORS AND COMMITTEE MEETINGS
The committees established by the Board of Directors to assist it in
the discharge of its responsibilities are an Executive Committee, an Audit
Committee, a Compensation Committee and a Nominating Committee.
The Executive Committee consists of J. Alec G. Murray, Marvin W.
Coghill, Anthony A.D. Arrowsmith and J. Anthony Johnston. This committee
meets on call and has authority to act on most matters during the intervals
between Board meetings. During the last fiscal year, the committee acted on
various matters by unanimous written consents.
The Audit Committee, which met four times during the last fiscal
year, consists of William S. Barrack, Jr., R. Anthony Garrett and William A.
Ziegler, none of whom have been employees of the Company. This committee is
primarily concerned with the effectiveness of the audits of the Company by
by its independent public accountants. Its duties include recommending the
selection of independent accountants, reviewing the scope of the audits and
the results thereof, and reviewing the organization and scope of the Company's
internal systems of financial control and accounting policies followed
by the Company.
<PAGE>
The Compensation Committee, which met four times during the last
fiscal year, consists of R. Anthony Garrett, William S. Barrack, Jr.,
A. Winniett Peters (not standing for re-election) and William A. Ziegler,
No current officer of the Company serves on the Committee and there are no
interlocking relationships. This committee is primarily concerned with
administering the Performance Improvement Compensation Plan,
determining compensation of officers and oversight of the Company's
pension plans.
The Nominating Committee, which met four times during the last fiscal
year, consists of William A. Ziegler, Marvin W.Coghill, J. Alec G. Murray
and A. Winniett Peters (not standing for re-election). This committee is
primarily concerned with recommending to the full Board of Directors
candidates for election as directors. The Committee will consider candidates
recommended by shareholders. Such recommendations should be sent to the
Nominating Committee, c/o Guy M. Ross, Secretary, Standard Commercial
Corporation, 2201 Miller Road, Wilson, North Carolina 27893.
The Board of Directors held five meetings during the last fiscal
year. Each director attended at least 75 percent of the meetings of the
Board and its committees on which the director served.
DIRECTORS' COMPENSATION
Directors who are not employees of the Company receive an annual
retainer of $15,000 for serving on the Board of Directors and $10,000 for
serving on Committees of the Board. In addition to director's fees,
Mr. Kehaya receives $35,000 per annum for serving as Chairman of the Board.
EXECUTIVE COMPENSATION
SUMMARY COMPENSATION TABLE
The following table sets forth information concerning the compensation
of the Chief Executive Officer and each of the other four most highly
compensated executive officers of the Company for services in all capacities
in the fiscal years ended March 31, 1994, 1993 and 1992.
Long-Term
Compensaton Awards
Annual Compensation All Other Restricted
Name and Principal Year Salary Bonus Compensation Stock Awards (2)
Positiion (1)
J. Alec G. Murray 1994 $350,000 $-0- $-0- $20,260
President and Chief 1993 340,000 55,000 -0- -0-
Executive Officer 1992 280,000 50,000 -0- -0-
Marvin W. Coghill 1994 310,000 -0- 4,700 19,080
Chairman - Tobacco 1993 300,000 45,000 4,400 -0-
Division 1992 250,000 40,000 4,200 -0-
Anthony A.D. 1994 224,200 -0- -0- 12,900
Arrowsmith Senior 1993 201,300 45,200 -0- -0-
Vice President 1992 173,000 34,500 -0- -0-
Chief Financial
Officer
*Thomas M. Evins Jr. 1994 185,000 -0- 3,700 11,490
Regional Manager 1993 141,700 30,000 1,700 -0-
North American
Tobacco Operations,
and President-W.A.
Adams Company,
a subsidiary
J. Anthony Johnston 1994 173,400 -0- -0- 6,280
Chairman - Wool 1993 177,100 15,100 -0- -0-
Division 1992 169,400 25,900 -0- -0-
* Not an employee prior to June 1, 1992. At March 31, 1993, his salary was
at the rate of $170,000 per annum.
<PAGE>
(1) Employer contributions under the Company's 401(k) Savings Incentive
Plan. Eligible full-time salaried employees in the United States may
contribute the lesser of 18 percent of base pay or the max ($9,240 in
calendar 1994) permitted under the Internal Revenue Code. Employee
contributions are partially matched with employer contributions in the
form of common stock of the Company. Noncash personal benefits for the
persons named above did not exceed the lesser of $50,000 or 10 percent
of the cash compensation reported.
(2) The dollar values shown in this column were calculated by multiplying
the number of shares issued by the closing market price ($15.50) of
the Company's Common Stock on the date of issuance.
The number and dollar values of restricted shares held at March 31,
1994 by the persons named in the table were as follows: Mr. Murray - 1307
shares ($20,420); Mr. Coghill - 1231 shares ($19,230); Mr. Arrowsmith - 832
shares ($13,000); Mr.Evins Jr. - 741 shares ($11,580); and Mr. Johnston - 405
shares ($6,330). Each including voting and dividends, of other shareholders,
subject to certain restrictions and forfeiture provisions.
Retirement Plans
There is a Defined Benefit Plan provided for participating employees
in the United States who retire directly from the Company or who terminate
service with vested rights. The Company pays the full cost of the Plan,
determined on the basis of an independent actuarial valuation, into an
independently maintained trust fund. Generally, full-time salaried employees
who are at least 21 years old and have been employed for at least one year are
covered by the Plan is 100 percent vested after five years of service.
The monthly benefit payable upon retirement is based on average compensation
for the three highest years multiplied by various factor for each
year of service up to 40. The definition of compensation includes amounts
deferred under the 401(k) Savings Incentive Plan and Pretax Medical Plans,
but excludes bonuses and other awards.
The benefit normally is computed in the form of a straight-life annuity, or
the actuarial equivalent thereof under other options specified in the Plan.
In addition, an immediate benefit is provided to the surviving spouse upon
death of an active or disabled participant. The maximum annual benefit
payable from this Plan is limited by Section 415 of the Internal
Revenue Code to $118,800 in 1994.
A nonqualified Supplemental Retirement Plan provides such benefits from
the Company's general funds as would otherwise be provided under the above
tax-qualified Plan except for Internal Revenue Code limitations on amounts
which may be paid out of a tax-qualified Plan.
The table below shows representative total annual retirement benefits
payable to an employee retiring in 1994 under the above Plan for specified
levels of compensation and years of service computed as a straight-life
annuity at age 65.
Years of Credited Service at Age 65
Average
Compensation 15 20 25 30 35 40
$100,000 $23,500 $31,400 $39,200 $47,000 $53,600 $57,400
150,000 36,600 48,900 61,100 73,300 83,600 89,200
200,000 49,800 66,400 82,900 99,500 113,600 121,100
250,000 62,900 83,900 104,800 125,800 143,600 153,000
300,000 76,000 101,400 126,700 152,000 173,600 184,900
350,000 89,100 118,900 148,600 178,300 203,600 216,700
400,000 102,300 136,400 170,400 204,500 233,600 248,600
There is a noncontributory pension plan in the United Kingdom which
provides benefits generally similar to the United States Plan described above.
Messrs. Murray, Arrowsmith and Johnston are members of the UK plan.
<PAGE>
As of March 31, 1994, for pension calculation purposes, Messrs.
Murray, Coghill, Arrowsmith and Johnston had 25, 36, 13, and 2 years of
Credited Service, respectively. The compensation covered by the Retirement
Plans in 1994, 1993 and 1992 for each executive officer listed in the Summary
Compensation Table, other than Mr. Evins, is equal to the amount shown as
in the Table. Mr. Evins is presently not a participant in either the
Pension or Supplemental Retirement Plan.
Performance Improvement Compensation Plan
On August 11, 1992 the shareholders of the Company approved the
adoption of a Performance Improvement Compensation Plan (the "Plan") which is
administered by the Compensation Committee of the Board Directors. The plan
allows the grant of a number of different types of equity based compensation
vehicles. Awards under the plan may be made to participants in the
form of incentive stock options, nonqualified stock options, discounted stock
options, restricted stock, appreciation rights, phantom stock, stock awards,
performance shares and deferred stock. A maximum of 500,000 shares of Common
Stock may be issued under the Plan. To date provision has been made solely
for the grant of restricted stock awards.
The restricted stock awards granted are subject to forfeiture for a
period of seven years if a recipient's employment is terminated other than
because of death, disability or retirement after age 62 under certain con-
ditions. The Compensation Committee may also waive the restriction.
The recipient of an award may vote the stock and is entitled to cash dividends
COMPENSATION COMMITTEE REPORT
The compensation of the executive officers is determined by the
Compensation Committee.
Compensation Objectives
In determining the total compensation of an executive officer the
Committee has in mind the necessity of attracting and retaining exceptionally
competent employees and motivating them to achieve maximum long-term
profitability of the Company. Compensation paid comparable executive
officers by competitors is taken into account, along with the
individual and of the activities for which he is responsible.
Compensation Arrangements
Apart from benefits, which are dealt with in the accompanying tables,
an executive officer's total compensation consists of base salary, cash bonus
and awards of restricted shares of the Company's common stock under the Per-
formance Improvement Compensation Plan.
Base Salary. In determining base salaries for the executive officers,
the Committee examines available reports regarding salaries paid by
competitors and in industry generally and considers the executive officer's
responsibilities the past and present performance of the individual and of
the activities for which he is responsible, and future potential.
Cash Bonus. The same factors considered in determining base
salaries are considered in determining cash bonuses paid to executive officers
although somewhat more weight is given to immediate past performance of the
individual and the activities for which he is responsible than in determining
base salaries. Weight is also given to the performance result, cash bonuses
for fiscal 1994 were eliminated.
Restricted Stock. At the annual meeting on August 11, 1992 the
shareholders approved the Performance Improvement Compensation Plan
(the "Plan"), authorizing the Committee to make effective for
designated employees various arrangements based on shares of Company stock.
On June 14, 1993 the Committee adopted the Restricted Stock Plan (the "RSP")
as a means of awarding those employees, to the extent certain performance
objectives are met, restricted shares of the Company's common stock pursuant
to the Plan. In doing so, the Committee had in mind not the objectives
generally applicable to the Company's compensation arrangements, but causing
participating employees to own more shares of the Company's stock than might
otherwise be the case and to identify more closely with shareholder
interests. The Company's executive officers are among those who have been
designated as eligible to participate. The RSP calls for awards of
restricted stock being made on the basis of overall Company performance in
terms of return on shareholders' equity. No awards are made on account of a
year in which return on shareholders' equity is not at least equal to a
threshold figure. The Committee establishes a target return on shareholder
for the year and the pool that will be available if that target is achieved.
<PAGE>
Correspondingly more or fewer shares are awarded to the extent the target is
exceeded or not achieved. Part of the pool is awarded to eligible corporate
staff employees. The balance is divided between eligible employees in business
segments, the amount allocated to each segment depending on the relative
operating incomes and operating returns on investment of those segments.
The Committee has the discretion to adjust awards because of changed
conditions or for other reasons. Shares awarded pursuant to the Plan remain
restricted for seven years, except in the case of recognized exceptions.
Chief Executive Officer's Compensation
In determining Mr. Murray's base salary for the last fiscal year, the
Committee took into consideration primarily the base salaries paid to chief
executive officers by the Company's principal competition and an appropriate
relationship between Mr. Murrays base salary and those of the executives
officers reporting to him.
During the year the Committee will consider the deductibility and
performance-based compensation issues raised by Section 162(m) of the
Internal Revenue Code. The Committee, however, does not expect
officer of the Company in fiscal 1995 will exceed the one million dollar
deductibility threshold of Section 162(m).
This report has been provided by the Compensation Committee:
R. Anthony Garrett (Chairman), William S. Barrack, Jr., A. Winniett Peters
and William A. Ziegler.
PERFORMANCE GRAPH
The following graph compares total return, including reinvestment of
dividends, on the Company's Common Stock to the total returns of the
Standard & Poor's 500 Stock Index and a Composite Group Index (as defined
below) for the last five fiscal years ending March 31. The comparison
assumes a $100 investment on March 31, 1989 in (1) Standard Commercial Common
Stock, (2) the Standard & Poor's 500 Index and (3) the Composite Group Index,
and shows in each case the change in stock price and dividends paid
(assuming dividend reinvestment) over the ensuing five years.
$300
[The graph will show that the Composite Group Index outperformed
the Company for the entire period and the S&P 500 Index
outperformed the Company except for a short period in 1992]
$200
$100
$0
1989 1990 1991 1992 1993 1994
Standard Commercial S&P 500 Composite Group
NOTE: The past performance shown in the graph above is not necessarily
indicative of future performance.
The Composite Group Index combines the weighted total return, based
on the average month-end market capitalization, of the other three publicly
traded leaf tobacco dealers (Dibrell Brothers, Incorporated; Monk-Austin, Inc.
Universal Corporation)) and Forstmann & Co., Inc. as being representative
of the wool industry. The Composite Group Index is calculated
by adding the products of 70 percent times the total return of the other
three leaf dealers and 30 percent times Forstmann's total return. The 70:30
ratio approximates the Company's average business in each segment during the
past five years.
<PAGE>
Anything to the contrary notwithstanding in any of the Company's
previous filings under the Securities Act of 1933 or
the Securities Exchange Act of 1934 that incorporates future filings,
including this Proxy Statement, in whole or in part, the
preceding Compensation Committee Report and Performance Graph shall not be
incorporated by reference into any such filings.
PROPOSAL TO INCREASE AUTHORIZED STOCK
The Board of Directors recommends amending the Articles of
Incorporation to increase the Company's authorized
common stock from 20,000,000 shares ($.20 par value) to 100,000,000 shares
($.20 par value).
On April 5, 1994, the Board of Directors adopted a Shareholder
Protection Rights Plan ("Rights Plan") to protect shareholders against
attempts to acquire control of the Company by any person or entity when
the Board believes such change of control is not in the best interests of the
shareholders. Under the Rights Plan certain Rights attached to the common
stock. Each Right may in the future entitle a holder to purchase common
stock for $60 per share. If anyone other than members of the Kehaya family
acquires 10 percent or more of the outstanding common stock, the Board may
decide that (i) the Rights owned by such person or tranferees will become void
and (ii) each other Right will automatically become the Right to buy, for the
the exercise price of $60 that number of shares of common stock having a market
value of twice the exercise price. Thus, if market value of a share were $20
a Right would entitle the holder to buy six shares for $60. The present
authorized stock is not large enough to accommadate any such possibility.
At the present time Dirbrell Brothers, Incorporated owns 849,300 shares of
the Company's common stock (9.9 percent) and additional acquistions by it may
require making the Rights exercisable.
Subject to stockholder approval the amendment would become effective
upon the filing of an amendment to the would become effective upon the filing
of an amendment to the Company's Article of Incorporation with the Secretary
of State of North Carolina, which would be expected to occur shortly after
shareholder approval of the amendment. As of May 25, 1994 the Company had
issued 10,914,342 shares of common stock (including 2,346,318 shares owned
by a subsidiary of the Company) out of the total of 20,000,000 shares
presently authorized for issuance. In addition the Company has reserved for
issuance 300,000 shares of common stock for possible conversion of its out
standing Series A Preferred Stock; 1,900,000 shares for possible conversion
of its outstanding seven and one quarter percent Convertible Subordinated
Debentures due March 31, 2007; approximately 500,00 shares for issuance
under the Company's Performance Management Compensation Plan; and an aggregate
of approximately 300,000 shares for issuance under the Company's Dividend
Reinvestment Plan and as contributions to the Company's 401(k) Savings
Incentive Plan.
While the Company has no immediate plans, nor are there any existing
or proposed agreements or understandings to issue any of the additional
shares of common stock which are the subject of this proposal Board of
Directors believes that the increased number of authorized shares of common
stock contemplated by the proposed authorization by the shareholders (except
as required by law or the New York Stock Exchange on which the Company's
securities are listed), if needed for such proper coporate purposes as may be
determined by the Board of Directors. Such coporate purposes might include
the raising of additional captial funds or other investments made through the i
issuance of additional shares, the acquisition by the Company of stock or
assets of other companies, and/or the distribution of additional shares to
the Compnay's shareholders and employees. The Company may choose to offer
additional shares of common stock from time to time in an attempt to raise
funds for working capital and/or general coporate purposes.
The increase in authorized shares will allow the Board of Directors
to move promptly to issue additional shares if appropriate contigencies or
opportunities should arise. Depending upont the circumstances, the issuance
of additional authorized shares may be authorized by the Board of Directors
without any requirement of further shareholder approval. If the proposed
amendment is approved, the consummation of any future plans to issue any
additional shares would be facilitated because the delay and expense incident
to the calling of a special meeting of the Company's shareholder, in cases
when such meetings would not otherwise be required, would be avoided.
Shareholders will have no preemptve rights under the Company's Articles of
Incorporation to subscribe to any such newly issued shares.
The Board of Directors' primary intention in submitting this proposal
for shareholder approval is to provide the Board and the Company's management
with flexibility described above and to enable the Company to issue shares, if
necessary, under the Rights Plan. An increase in the Company's authorized
shares of Common Stock may be viewed as having an "anti-takeover" effect.
<PAGE>
In addition to use under the Rights Plan the additional shares fo common stock
authorized may be used to create voting impediments with respect to changes
in control of the Company by diluting the stock ownership of holders of
common stock seeking a change in control of the Company.
An increase in the authorized shares of a common stock of the Company would
provide the Board of Directors with a larger number of unissued and
unreserved shares to issue as it deems appropriate. The issuance of such
shares could be used to defend against the acquistion of the Company by means
of a merger or tender offer by increasing the cost of effecting and such
transaction and, accordingly, could have an adverse impact on shareholders
who might want to vote in favor of such a merger or participate in such
tender offer.
This proposal should not be viewed as part of a plan by the Company's
management to effect any further "anti-takeover" measures. Except as
indicated above, the Board of Directors has no present intention to cause
addtional shares to be issued for any "anti-takeover" purpose.
A quorum for the purpose of acting on this proposal requires the
presence, in person or by proxy, of the holders of at least a majority of
the outstanding shares of common stock entitled to vote.
Approval of the proposal requires the affirmative vote of the holder of a
majority of the shares of common stock outstanding. Abstentions and broker
non-votes (i.e., proxies as to which a broker grants no authority with respect
to this proposal) will have the same effect as a vote against this proposal,
but the shares represented by such an abstention or broker non-vote shall be
considered present at the meeting for the purposes of determining whether a
quorum is present.
VOTING RIGHTS AND PROXY
On May 25, 1994, the Company had outstanding 8,568,024 shares of
common stock, all of one class and each share entitled to one vote. Shares
cannot be voted at the meeting unless the owner is present or represented
by proxy. A proxy may be revoked by the sharehloder at any time before it
is voted.
The election of directors requires a plurality of the votes cast and
the appointment of the Company's auditors requires the affirmative vote of
a majority of the votes cast at the meeting. For purposes of determining the
number off votes cast with respect to a particular matter, only those cast
"For" or "Against" are included. Abstentions and broker nonvotes are counted
only for purposes of determining whether the quorum is present at the meeting.
The vote required to authorize the increase in the authorized common stock
is described under the heading, "Proposal to Increase Authorized Stock."
Unless a shareholder otherwise specifies in a proxy, it will be voted
FOR the election as director of the three nominees listed under the caption
"Election of Directors" herein; FOR approval of the appointment of DeLoitte
& Touche as the Compnay's independent auditors for fiscal 1995, and FOR the
increase in the Company's authorized common stock.
INDEPENDENT PUBLIC ACCOUNTANTS
The firm of Deloitte & Touche audited the financial statements of the
Company in 1994 and, subject to shareholder ratification, the Board of
Directors has reappointed this firm as the Company's Independent Public
Accountants for fiscal 1995. Representatives of Deloitte & Touche will be
present at the Annual Meeting and will have an opportunity to respond to
questions relating to their audit of the Company's financial statements and
to make a statement if they so desire.
SHAREHOLDER PROPOSALS
Proposals of shareholders intended to be presented at the 1995 Annual
Meeting of Shareholders must be received by the Company before March 2, 1995.
SOLICITATION OF PROXIES
The cost of soliciting proxies in the accompanying form will be
borne by the Company. In addition to solicitations by mail, regular employees
of the Company may solicit proxies in person or by telephone.
<PAGE>
At the time of mailing this Proxy Statement, the management is not
aware of any matters not referred to herein to be presented for action at the
meeting. If any other matters properly come before there presented by the
proxies will be voted with respect thereto in accordance with respect thereto
in accordance with the judgement of the persons voting them.
Guy M. Ross
Secretary
June 30, 1994
Preliminary Copy
STANDARD COMMERCIAL CORPORATION
Proxy solicited on behalf of the Board of Directors
The undersigned hereby appoints Guy M. Ross, Keith H. Merrick and
Hampton R. Poole, Jr., proxies, each with full power of substitution, to vote
all shares the undersigned is entitled to vote at the Annual Meeting of
Shareholders of STANDARD COMMERCIAL CORPORATION to be held at the Wilson
Country Club off West Nash Road in Wilson, North Carolina on August 9, 1994
and at any adjournments thereof.
(1) ELECTION OF DIRECTORS: FOR all nominees listed below VOTE WITHHOLD
INSTRUCTION: To withhold vote for individual nominee(s), strike a line
through the name(s) in the list below.)
Three-year term: R.. Anthony Garrett, Henry R. Grunzke and Ery W. Kehaya
(2) Amendment of the Articles of Incorporation to increase the authorized
Common Stock to 100,000,000 shares.
FOR AGAINST ABSTAIN
(3) Ratification of the appointment of Deloitte & Touche as the Company's
independent auditors for fiscal 1995.
FOR AGAINST ABSTAIN
(4) In the discretion of such proxies, upon such other business as may
properly come before the meeting.
(Continued, and to be signed on the other side)
(Continued from other side)
A MAJORITY OF SAID PROXIES OR THEIR SUBSTITUTES WHO SHALL BE PRESENT AND
ACT, OR IF ONLY ONE SHALL BE PRESENT AND ACT, THEN THAT ONE SHALL HAVE AND
MAY EXERCISE ALL THE POWERS OF SAID PROXIES HEREUNDER.
Dated 1994
[Signature(s)]
[Signature(s)]
Please date and sign as name(s) appear hereon.
When shares are held by joint tenants, both
should sign. When signing on behalf coporation
partnership, estate, trust other shareholder,
state your capacity or otherwise indicate that
you are authorized to sign.
NOTE: PLEASE, COMPLETE, SIGN AND RETURN AS SOON AS POSSIBLE IN ENCLOSED
ENVELOPE.
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a)
of the Securities Exchange Act of 1934
(Amendment No. )
Filed by the Registrant [X]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
[X] Preliminary Proxy Statement
[ ] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to 240.14a-11(c) or 240.14a-12
STANDARD COMMERCIAL CORPORATION
(Name of Registrant as Specified in its Charter)
Standard Commercial Corporation
(Name of Person(s) Filing Proxy Statement)
Payment of Filing Fee (Check the appropriate box):
[X] $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1), or 14a-6(j)(2).
[ ] $500 per each party to the controversy pursuant to Exchange Act Rule
14a-6(i)(3).
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
1) Title of each class of securities to which transaction applies:
2) Aggregate number of securities to which transaction applies:
3) Per unit price or other underlying value of transaction computed
<F1>
pursuant to Exchange Act Rule 0-11:
4) Proposed maximum aggregate value of transaction:
1 Set forth the amount on which the filing fee is calculated and state how it
was determined.
[ ] Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number, or
the Form or Schedule and the date of its filing.
1) Amount Previously Paid:
2) Form, Schedule or Registration Statement No.:
3) Filing Party:
4) Date Filed:
