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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) April 5, 1994
Standard Commercial Corporation
(Exact name of registrant as specified in its charter)
North Carolina 1-9875 13-1337610
(State of (Commission File Number) (IRS Employer
incorporation) Identification No.)
2201 Miller Road
Wilson, North Carolina 27894-0450
(Address of principal executive offices) (Zip Code)
(919) 291-5507
(Registrant's telephone number,
including area code)
N/A
(Former name or former address, if changed since last report)
Exhibit Index is on Page 9
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Items 1-4. Not Applicable.
Item 5. Other Events.
On April 5, 1994, the Board of Directors of Standard Commercial
Corporation, a North Carolina corporation (the "Company"), declared a
dividend payable April 25, 1994 of one right (a "Right") for each
outstanding share of common stock, par value $0.20 per share ("Common
Stock"), of the Company held of record at the close of business on April
18, 1994 (the "Record Time"), or issued thereafter and prior to the
Separation Time (as hereinafter defined) and thereafter pursuant to options
and convertible securities outstanding at the Separation Time. The Rights
will be issued pursuant to a Shareholder Protection Rights Agreement, dated
as of April 5, 1994 (the "Rights Agreement"), between the Company and First
Union National Bank of North Carolina, as Rights Agent (the "Rights
Agent"). Each Right entitles its registered holder to purchase from the
Company, after the Separation Time, one share of Common Stock, for $60 (the
"Exercise Price"), subject to adjustment.
The Rights will be evidenced by the Common Stock certificates
until the close of business on the earlier of (either, the "Separation
Time") (i) the tenth business day (or such later date as the Board of
Directors of the Company may from time to time fix by resolution adopted
prior to the Separation Time that would otherwise have occurred) after the
date on which any Person (as defined in the Rights Agreement) commences a
tender or exchange offer which, if consummated, would result in such Person
becoming an Acquiring Person, as defined below, and (ii) the tenth day
after the first date (the "Flip-in Date") of public announcement by the
Company that such Person has become an Acquiring Person, other than as a
result of a Flip-over Transaction or Event (as defined below); provided
that if the foregoing results in the Separation Time being prior to the
Record Time, the Separation Time shall be the Record Time; and provided
further that if a tender or exchange offer referred to in clause (i) is
cancelled, terminated or otherwise withdrawn prior to the Separation Time
without the purchase of any shares of stock pursuant thereto, such offer
shall be deemed never to have been made. An Acquiring Person is any Person
having Beneficial Ownership (as defined in the Rights Agreement) of 10% or
more of the outstanding shares of Common Stock (excluding as outstanding
any Common Stock held by a wholly-owned subsidiary of the Company), which
term shall not include (i) Ery Kehaya or his spouse or
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descendants or their spouses or any trust established by or for the benefit
of, or any estate of, any of the foregoing, (ii) the Company, any wholly-
owned subsidiary of the Company or any employee stock ownership or other
employee benefit plan of the Company, (iii) any person who is the
Beneficial Owner of 10% or more of the outstanding Common Stock as of the
close of business on April 5, 1994 or who shall become the Beneficial Owner
of 10% or more of the outstanding Common Stock solely as a result of an
acquisition of Common Stock by the Company, until such time as such Person
acquires additional Common Stock, other than through a dividend or stock
split, (iv) any Person who becomes an Acquiring Person without any plan or
intent to seek or affect control of the Company if such Person, upon notice
by the Company, promptly divests sufficient securities such that such 10%
or greater Beneficial Ownership ceases or (iv) any Person who Beneficially
Owns shares of Common Stock consisting solely of (A) shares acquired
pursuant to the grant or exercise of an option granted by the Company in
connection with an agreement to merge with, or acquire, the Company at a
time at which there is no Acquiring Person, (B) shares owned by such Person
and its Affiliates and Associates at the time of such grant and (C) shares,
amounting to less than 1% of the outstanding Common Stock, acquired by
Affiliates and Associates of such Person after the time of such grant. The
Rights Agreement provides that, until the Separation Time, the Rights will
be transferred with and only with the Common Stock. Common Stock
certificates issued after the Record Time but prior to the Separation Time
shall evidence one Right for each share of Common Stock represented thereby
and shall contain a legend incorporating by reference the terms of the
Rights Agreement (as such may be amended from time to time). Notwith-
standing the absence of the aforementioned legend, certificates evidencing
shares of Common Stock outstanding at the Record Time shall also evidence
one Right for each share of Common Stock evidenced thereby. Promptly
following the Separation Time, separate certificates evidencing the Rights
("Rights Certificates") will be mailed to holders of record of Common Stock
at the Separation Time.
The Rights will not be exercisable until the Business Day (as
defined in the Rights Agreement) following the Separation Time. The Rights
will expire on the earliest of (i) the Exchange Time (as defined below),
(ii) the close of business on April 18, 2004, (iii) the date on which the
Rights are redeemed as described below and (iv) upon the merger of the
Company into another corporation pursuant to
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an agreement entered into when there is no Acquiring Person (in any such
case, the "Expiration Time").
The Exercise Price and the number of Rights outstanding, or in
certain circumstances the securities purchasable upon exercise of the
Rights, are subject to adjustment from time to time to prevent dilution in
the event of a Common Stock dividend on, or a subdivision or a combination
into a smaller number of shares of, Common Stock, or the issuance or
distribution of any securities or assets in respect of, in lieu of or in
exchange for Common Stock.
In the event that prior to the Expiration Time a Flip-in Date
occurs, the Company shall take such action as shall be necessary to ensure
and provide that each Right (other than Rights Beneficially Owned by the
Acquiring Person or any affiliate or associate thereof, which Rights shall
become void) shall constitute the right to purchase from the Company, upon
the exercise thereof in accordance with the terms of the Rights Agreement,
that number of shares of Common Stock of the Company having an aggregate
Market Price (as defined in the Rights Agreement), on the date of the
public announcement of an Acquiring Person becoming such (the "Stock
Acquisition Date") that gave rise to the Flip-in Date, equal to twice the
Exercise Price for an amount in cash equal to the then current Exercise
Price. In addition, the Board of Directors of the Company may, at its
option, at any time after a Flip-in Date and prior to the time that an
Acquiring Person becomes the Beneficial Owner of more than 50% of the out-
standing shares of Common Stock, elect to exchange all (but not less than
all) the then outstanding Rights (other than Rights Beneficially Owned by
the Acquiring Person or any affiliate or associate thereof, which Rights
become void) for shares of Common Stock at an exchange ratio of one share
of Common Stock per Right, appropriately adjusted to reflect any stock
split, stock dividend or similar transaction occurring after the date of
the Separation Time (the "Exchange Ratio"). Immediately upon such action
by the Board of Directors (the "Exchange Time"), the right to exercise the
Rights will terminate and each Right will thereafter represent only the
right to receive a number of shares of Common Stock equal to the Exchange
Ratio.
In the event that prior to the Expiration Time the Company
enters into, consummates or permits to occur a transaction or series of
transactions after the time an Acquiring Person has become such in which,
directly or
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indirectly, (i) the Company shall consolidate or merge or participate in a
binding share exchange with any other Person if, at the time of the
consolidation, merger or share exchange or at the time the Company enters
into an agreement with respect to such consolidation, merger or share
exchange, the Acquiring Person controls the Board of Directors of the
Company and any term of or arrangement concerning the treatment of shares
of capital stock in such merger, consolidation or share exchange relating
to the Acquiring Person is not identical to the terms and arrangements
relating to other holders of Common Stock or (ii) the Company shall sell or
otherwise transfer (or one or more of its subsidiaries shall sell or
otherwise transfer) assets (A) aggregating more than 50% of the assets
(measured by either book value or fair market value) or (B) generating more
than 50% of the operating income or cash flow, of the Company and its
subsidiaries (taken as a whole) to any other Person (other than the Company
or one or more of its wholly owned subsidiaries) or to two or more such
Persons which are affiliated or otherwise acting in concert, if, at the
time of such sale or transfer of assets or at the time the Company (or any
such subsidiary) enters into an agreement with respect to such sale or
transfer, the Acquiring Person controls the Board of Directors of the
Company (a "Flip-over Transaction or Event"), the Company shall take such
action as shall be necessary to ensure, and shall not enter into,
consummate or permit to occur such Flip-over Transaction or Event until it
shall have entered into a supplemental agreement with the Person engaging
in such Flip-over Transaction or Event or the parent corporation thereof
(the "Flip-over Entity"), for the benefit of the holders of the Rights,
providing, that upon consummation or occurrence of the Flip-over
Transaction or Event (i) each Right shall thereafter constitute the right
to purchase from the Flip-over Entity, upon exercise thereof in accordance
with the terms of the Rights Agreement, that number of shares of common
stock of the Flip-over Entity having an aggregate Market Price on the date
of consummation or occurrence of such Flip-over Transaction or Event equal
to twice the Exercise Price for an amount in cash equal to the then current
Exercise Price and (ii) the Flip-over Entity shall thereafter be liable
for, and shall assume, by virtue of such Flip-over Transaction or Event and
such supplemental agreement, all the obligations and duties of the Company
pursuant to the Rights Agreement. For purposes of the foregoing
description, the term "Acquiring Person" shall include any Acquiring Person
and its Affiliates and Associates counted together as a single Person.
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The Board of Directors of the Company may, at its option, at
any time prior to the close of business on the Flip-in Date, redeem all
(but not less than all) the then outstanding Rights at a price of $.01 per
Right) (the "Redemption Price"), as provided in the Rights Agreement.
Immediately upon the action of the Board of Directors of the Company
electing to redeem the Rights, without any further action and without any
notice, the right to exercise the Rights will terminate and each Right will
thereafter represent only the right to receive the Redemption Price in cash
for each Right so held.
The holders of Rights will, solely by reason of their ownership
of Rights, have no rights as shareholders of the Company, including,
without limitation, the right to vote or to receive dividends.
The Rights will not prevent a takeover of the Company.
However, the Rights may cause substantial dilution to a person or group
that acquires 10% or more of the Common Stock unless the Rights are first
redeemed by the Board of Directors of the Company. Nevertheless, the
Rights should not interfere with a transaction that is in the best
interests of the Company and its stockholders because the Rights can be
redeemed on or prior to the close of business on the Flip-in Date, before
the consummation of such transaction.
As of April 13, 1994 there were 10,913,459 shares of Common
Stock issued (of which 8,567,141 shares were outstanding and 2,346,318
shares were held by a wholly-owned subsidiary) and 2,950,350 shares
reserved for issuance pursuant to employee benefit plans and convertible
securities. As long as the Rights are attached to the Common Stock, the
Company will issue one Right with each new share of Common Stock so that
all such shares will have Rights attached.
The Rights Agreement (which includes as Exhibit A the forms of
Rights Certificate and Election to Exercise) is attached hereto as an
exhibit and is incorporated herein by reference. The foregoing description
of the Rights is qualified in its entirety by reference to the Rights
Agreement and such exhibit thereto.
Item 6. Not Applicable.
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Item 7. Exhibits.
(4) Rights Agreement, which includes as Exhibit
A the forms of Rights Certificate and
Election to Exercise.
(99) Press release, dated April 5, 1994, issued
by the Company.
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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 thereunto duly authorized.
STANDARD COMMERCIAL CORPORATION
By /s/ Guy M. Ross
Name: Guy M. Ross
Title: Vice President and
Secretary
Date: April 13, 1994
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EXHIBIT INDEX
Exhibit No.
Under Reg. Sequentially
S-K, Item 601 Description Numbered Page
(4) Shareholder Protection
Rights Agreement, dated
as of April 5, 1994 (the
"Rights Agreement"),
between Standard
Commercial Corporation
(the "Company") and First
Union National Bank of
North Carolina, as Rights
Agent, including as
Exhibit A the forms of
Rights Certificate and of
Election to Exercise.
(99) Press release, dated
April 5, 1994, issued by
the Company.
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EXHIBIT 4
CONFORMED
SHAREHOLDER PROTECTION RIGHTS AGREEMENT
dated as of
April 5, 1994
between
STANDARD COMMERCIAL CORPORATION
and
FIRST UNION NATIONAL BANK OF NORTH CAROLINA,
as Rights Agent
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SHAREHOLDER PROTECTION RIGHTS AGREEMENT
Table of Contents
Page
Article I
CERTAIN DEFINITIONS
Section 1.1 Certain Definitions .................... 2
Article II
THE RIGHTS
Section 2.1 Summary of Rights ...................... 12
Section 2.2 Legend on Common Stock
Certificates ......................... 13
Section 2.3 Exercise of Rights;
Separation of Rights ................. 13
Section 2.4 Adjustments to Exercise Price;
Number of Rights ..................... 17
Section 2.5 Date on Which Exercise is
Effective ............................ 20
Section 2.6 Execution, Authentication, Delivery
and Dating of Rights
Certificates ......................... 21
Section 2.7 Registration, Registration of
Transfer and Exchange ................ 22
Section 2.8 Mutilated, Destroyed, Lost and
Stolen Rights Certificates ........... 23
Section 2.9 Persons Deemed Owners .................. 25
Section 2.10 Delivery and Cancellation of
Certificates ........................ 25
Section 2.11 Agreement of Rights Holders ........... 26
Article III
ADJUSTMENTS TO THE RIGHTS IN THE EVENT OF
CERTAIN TRANSACTIONS
Section 3.1 Flip-in ................................ 27
Section 3.2 Flip-over .............................. 31
Article IV
THE RIGHTS AGENT
Section 4.1 General ................................ 33
Section 4.2 Merger or Consolidation or Change of
Name of Rights Agent ................. 34
Section 4.3 Duties of Rights Agent ................. 35
Section 4.4 Change of Rights Agent ................. 39
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Article V
MISCELLANEOUS
Section 5.1 Redemption .............................. 41
Section 5.2 Expiration .............................. 42
Section 5.3 Issuance of New Rights
Certificates ............................ 42
Section 5.4 Supplements and Amendments .............. 43
Section 5.5 Fractional Shares ....................... 44
Section 5.6 Rights of Action ........................ 44
Section 5.7 Holder of Rights Not Deemed a
Shareholder ........................... 45
Section 5.8 Notice of Proposed Actions .............. 46
Section 5.9 Notices ................................. 46
Section 5.10 Suspension of Exercisability ........... 48
Section 5.11 Costs of Enforcement ................... 48
Section 5.12 Successors ............................. 49
Section 5.13 Benefits of this Agreement ............. 49
Section 5.14 Determination and Actions
by the Board of Directors, etc........ 49
Section 5.15 Descriptive Headings ................... 50
Section 5.16 Governing Law .......................... 50
Section 5.17 Counterparts ........................... 50
Section 5.18 Severability ........................... 50
EXHIBITS
Exhibit A Form of Rights Certificate
(Together with Form of
Election to Exercise)
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SHAREHOLDER PROTECTION RIGHTS AGREEMENT
SHAREHOLDER PROTECTION RIGHTS AGREEMENT (as amended from time
to time, this "Agreement"), dated as of April 5, 1994, between Standard
Commercial Corporation, a North Carolina corporation (the "Company"), and
First Union National Bank of North Carolina, a national banking
association, as Rights Agent (the "Rights Agent", which term shall include
any successor Rights Agent hereunder).
WITNESSETH:
WHEREAS, the Board of Directors of the Company has
(a) authorized and declared a dividend of one right ("Right") in respect of
each share of Common Stock (as hereinafter defined) held of record as of
the close of business on April 18, 1994 (the "Record Time") and
(b) authorized the issuance of one Right in respect of each share of Common
Stock issued after the Record Time and prior to the Separation Time (as
hereinafter defined) and, to the extent provided in Section 5.3, each share
of Common Stock issued after the Separation Time;
WHEREAS, subject to the terms hereof, each Right entitles the
holder thereof, after the Separation Time, to purchase securities of the
Company (or, in certain cases, of certain other entities) pursuant to the
terms and subject to the conditions set forth herein; and
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WHEREAS, the Company desires to appoint the Rights Agent to act
on behalf of the Company, and the Rights Agent is willing so to act, in
connection with the issuance, transfer, exchange and replacement of Rights
Certificates (as hereinafter defined), the exercise of Rights and other
matters referred to herein;
NOW THEREFORE, in consideration of the premises and the
respective agreements set forth herein, the parties hereby agree as
follows:
ARTICLE I
CERTAIN DEFINITIONS
1.1 Certain Definitions. For purposes of this Agreement, the
following terms have the meanings indicated:
"Acquiring Person" shall mean any Person who is a Beneficial
Owner of 10% or more of the outstanding shares of Common Stock; provided,
however, that the term "Acquiring Person" shall not include (i) Ery Kehaya
or his spouse or any lineal descendants (including adopted descendants) of
Ery Kehaya or their spouses or any trust established by or for the benefit
of, or any estate of, any of the foregoing individuals, (ii) any Person who
is the Beneficial Owner of 10% or more of the outstanding shares of Common
Stock as of the close of business (as defined herein) on the date of this
Agreement or who shall become the Beneficial Owner of 10% or more of the
outstanding shares of Common Stock solely as a result of an acquisition by
the Company of shares of
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Common Stock, until such time hereafter or thereafter as any of such
Persons shall become the Beneficial Owner (other than by means of a stock
dividend or stock split or by exercise of the Rights) of any additional
shares of Common Stock, (iii) any Person who is the Beneficial Owner of 10%
or more of the outstanding shares of Common Stock but who acquired
Beneficial Ownership of shares of Common Stock without any plan or
intention to seek or affect control of the Company, if such Person promptly
enters into an irrevocable commitment promptly to divest, and thereafter
promptly divests (without exercising or retaining any power, including
voting, with respect to such shares), sufficient shares of Common Stock (or
securities convertible into, exchangeable into or exercisable for Common
Stock) so that such Person ceases to be the Beneficial Owner of 10% or more
of the outstanding shares of Common Stock or (iv) any Person who
Beneficially Owns shares of Common Stock consisting solely of one or more
of (A) shares of Common Stock Beneficially Owned pursuant to the grant or
exercise of an option granted to such Person by the Company in connection
with an agreement to merge with, or acquire, the Company at a time at which
there is no Acquiring Person, (B) shares of Common Stock (or securities
convertible into, exchangeable into or exercisable for Common Stock),
Beneficially Owned by such Person or its Affiliates or Associates at the
time of grant of such option or (C) shares of Common Stock (or
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securities convertible into, exchangeable into or exercisable for Common
Stock) acquired by Affiliates or Associates of such Person after the time
of such grant which, in the aggregate, amount to less than 1% of the
outstanding shares of Common Stock. In addition, the Company, any wholly-
owned Subsidiary of the Company and any employee stock ownership or other
employee benefit plan of the Company or a wholly-owned Subsidiary of the
Company shall not be an Acquiring Person and shares of Common Stock held by
any wholly-owned Subsidiary of the Company shall not be considered
outstanding for purposes of determining an Acquiring Person.
"Affiliate" and "Associate" shall have the respective meanings
ascribed to such terms in Rule 12b-2 under the Securities Exchange Act of
1934, as such Rule is in effect on the date of this Agreement.
A Person shall be deemed the "Beneficial Owner", and to have
"Beneficial Ownership" of, and to "Beneficially Own", any securities as to
which such Person or any of such Person's Affiliates or Associates is or
may be deemed to be the beneficial owner of pursuant to Rule 13d-3 and 13d-
5 under the Securities Exchange Act, as such Rules are in effect on the
date of this Agreement as well as any securities as to which such Person or
any of such Person's Affiliates or Associates has the right to become
Beneficial Owner (whether such right is exercisable immediately or only
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after the passage of time or the occurrence of conditions) pursuant to any
agreement, arrangement or understanding, or upon the exercise of conversion
rights, exchange rights, rights (other than the Rights), warrants or
options, or otherwise; provided, however, that a Person shall not be deemed
the "Beneficial Owner", or to have "Beneficial Ownership" of, or to
"Beneficially Own", any security (i) solely because such security has been
tendered pursuant to a tender or exchange offer made by such Person or any
of such Person's Affiliates or Associates until such tendered security is
accepted for payment or exchange or (ii) solely because such Person or any
of such Person's Affiliates or Associates has or shares the power to vote
or direct the voting of such security pursuant to a revocable proxy given
in response to a public proxy or consent solicitation made to more than ten
holders of shares of a class of stock of the Company registered under
Section 12 of the Securities Exchange Act of 1934 and pursuant to, and in
accordance with, the applicable rules and regulations under the Securities
Exchange Act of 1934, except if such power (or the arrangements relating
thereto) is then reportable under Item 6 of Schedule 13D under the
Securities Exchange Act of 1934 (or any similar provision of a comparable
or successor report). Notwithstanding the foregoing, no officer or
director of the Company shall be deemed to Beneficially Own any securities
of any other Person by virtue of any actions
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such officer or director takes in such capacity. For purposes of this
Agreement, in determining the percentage of the outstanding shares of
Common Stock with respect to which a Person is the Beneficial Owner, all
shares as to which such Person is deemed the Beneficial Owner shall be
deemed outstanding.
"Business Day" shall mean any day other than a Saturday, Sunday
or a day on which banking institutions in Charlotte, North Carolina are
generally authorized or obligated by law or executive order to close.
"Close of business" on any given date shall mean 5:00 p.m.
Charlotte, North Carolina time on such date (or, if such date is not a
Business Day, 5:00 p.m. Charlotte, North Carolina time on the next
succeeding Business Day) at which the Charlotte, North Carolina office of
the transfer agent for the Common Stock (or, after the Separation Time, the
Charlotte, North Carolina office of the Rights Agent) are closed to the
public.
"Common Stock" shall mean the shares of Common Stock, par value
$0.20 per share, of the Company.
"Exchange Time" shall mean the time at which the right to
exercise the Rights shall terminate pursuant to Section 3.1(c) hereof.
"Exercise Price" shall mean, as of any date, the price at which
a holder may purchase the securities issuable upon exercise of one whole
Right. Until adjustment thereof
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in accordance with the terms hereof, the Exercise Price shall equal $60.00.
"Expiration Time" shall mean the earliest of (i) the Exchange
Time, (ii) the Redemption Time, (iii) the close of business on the tenth-
year anniversary of the Record Time and (iv) upon the merger of the Company
into another corporation pursuant to an agreement entered into when there
is no Acquiring Person.
"Flip-in Date" shall mean the tenth business day after any
Stock Acquisition Date which is not the result of a Flip-over Transaction
or Event or such earlier or later date after such Stock Acquisition Date as
the Board of Directors of the Company may from time to time fix by
resolution adopted prior to the Flip-in Date that would otherwise have
occurred.
"Flip-over Entity," for purposes of Section 3.2, shall mean
(i) in the case of a Flip-over Transaction or Event described in clause
(i) of the definition thereof, the Person issuing any securities into which
shares of Common Stock are being converted or exchanged and, if no such
securities are being issued, the other party to such Flip-over Transaction
or Event and (ii) in the case of a Flip-over Transaction or Event referred
to in clause (ii) of the definition thereof, the Person receiving the
greatest portion of the assets or earning power being transferred in such
Flip-over Transaction or Event, provided in all cases
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if such Person is a subsidiary of a corporation, the parent corporation
shall be the Flip-Over Entity.
"Flip-over Stock" shall mean the capital stock (or similar
equity interest) with the greatest voting power in respect of the election
of directors (or other persons similarly responsible for direction of the
business and affairs) of the Flip-Over Entity.
"Flip-over Transaction or Event" shall mean a transaction or
series of transactions after the time when an Acquiring Person has become
such in which, directly or indirectly, (i) the Company shall consolidate or
merge or participate in a share exchange with any other Person if, at the
time of the consolidation, merger or share exchange or at the time the
Company enters into any agreement with respect to any such consolidation,
merger or share exchange, the Acquiring Person controls the Board of
Directors of the Company and any term of or arrangement concerning the
treatment of shares of capital stock in such consolidation, merger or share
exchange relating to the Acquiring Person is not identical to the terms and
arrangements relating to other holders of the Common Stock or (ii) the
Company shall sell or otherwise transfer (or one or more of its
Subsidiaries shall sell or otherwise transfer) assets (A) aggregating more
than 50% of the assets (measured by either book value or fair market value)
or (B) generating more than 50% of the operating income or cash flow, of
the
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Company and its Subsidiaries (taken as a whole) to any Person (other than
the Company or one or more of its wholly owned Subsidiaries) or to two or
more such Persons which are Affiliates or Associates or otherwise acting in
concert, if, at the time of the entry by the Company (or any such
Subsidiary) into an agreement with respect to such sale or transfer of
assets, the Acquiring Person controls the Board of Directors of the Com-
pany.
"Market Price" per share of any securities on any date shall
mean the average of the daily closing prices per share of such securities
(determined as described below) on each of the 20 consecutive Trading Days
through and including the Trading Day immediately preceding such date;
provided, however, that if an event of a type analogous to any of the
events described in Section 2.4 hereof shall have caused the closing prices
used to determine the Market Price on any Trading Days during such period
of 20 Trading Days not to be fully comparable with the closing price on
such date, each such closing price so used shall be appropriately adjusted
in order to make it fully comparable with the closing price on such date.
The closing price per share of any securities on any date shall be the last
reported sale price, regular way, or, in case no such sale takes place or
is quoted on such date, the average of the closing bid and asked prices,
regular way, for each share of such securities, in either case as reported
in the principal
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consolidated transaction reporting system with respect to securities listed
or admitted to trading on the New York Stock Exchange, Inc. or, if the
securities are not listed or admitted to trading on the New York Stock
Exchange, Inc., as reported in the principal consolidated transaction
reporting system with respect to securities listed on the principal
national securities exchange on which the securities are listed or admitted
to trading or, if the securities are not listed or admitted to trading on
any national securities exchange, as reported by the National Association
of Securities Dealers, Inc. Automated Quotation System or such other system
then in use, or, if on any such date the securities are not listed or ad-
mitted to trading on any national securities exchange or quoted by any such
organization, the average of the closing bid and asked prices as furnished
by a professional market maker making a market in the securities selected
by the Board of Directors of the Company; provided, however, that if on any
such date the securities are not listed or admitted to trading on a
national securities exchange or traded in the over-the-counter market, the
closing price per share of such securities on such date shall mean the fair
value per share of securities on such date as determined in good faith by
the Board of Directors of the Company, after consultation with a nationally
recognized investment banking firm, and set forth in a certificate
delivered to the Rights Agent.
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"Person" shall mean any individual, firm, partnership,
association, group (as such term is used in Rule 13d-5 under the Securities
Exchange Act of 1934, as such Rule is in effect on the date of this
Agreement), corporation or other entity.
"Redemption Price" shall mean an amount equal to one cent,
$0.01.
"Redemption Time" shall mean the time at which the right to
exercise the Rights shall terminate pursuant to Section 5.1 hereof.
"Separation Time" shall mean the close of business on the
earlier of (i) the tenth business day (or such later date as the Board of
Directors of the Company may from time to time fix by resolution adopted
prior to the Separation Time that would otherwise have occurred) after the
date on which any Person commences a tender or exchange offer which, if
consummated, would result in such Person's becoming an Acquiring Person and
(ii) the Flip-in Date; provided, that if the foregoing results in the
Separation Time being prior to the Record Time, the Separation Time shall
be the Record Time and provided further, that if any tender or exchange
offer referred to in clause (i) of this paragraph is cancelled, terminated
or otherwise withdrawn prior to the Separation Time without the purchase of
any shares of Common Stock pursuant thereto, such offer shall be deemed,
for purposes of this paragraph, never to have been made.
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<PAGE> 12
"Stock Acquisition Date" shall mean the first date of public
announcement by the Company (by any means) that an Acquiring Person has
become such.
"Subsidiary" of any specified Person shall mean any corporation
or other entity of which a majority of the voting power of the equity
securities or a majority of the equity interest is Beneficially Owned,
directly or indirectly, by such Person.
"Trading Day," when used with respect to any securities, shall
mean a day on which the New York Stock Exchange, Inc. is open for the
transaction of business or, if such securities are not listed or admitted
to trading on the New York Stock Exchange, Inc., a day on which the princi-
pal national securities exchange on which such securities are listed or
admitted to trading is open for the transaction of business or, if such
securities are not listed or admitted to trading on any national securities
exchange, a Business Day.
ARTICLE II
THE RIGHTS
2.1 Summary of Rights. As soon as practicable after the
Record Time, the Company will mail a letter summarizing the terms of the
Rights to each holder of record of Common Stock as of the Record Time, at
such holder's address as shown by the records of the Company.
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<PAGE> 13
2.2 Legend on Common Stock Certificates. Certificates for the
Common Stock issued after the Record Time but prior to the Separation Time
shall evidence one Right for each share of Common Stock represented thereby
and shall have impressed on, printed on, written on or otherwise affixed to
them the following legend:
Until the Separation Time (as defined in the Rights Agreement
referred to below), this certificate also evidences and entitles the
holder hereof to certain Rights as set forth in a Rights Agreement,
dated as of April 5, 1994 (as such may be amended from time to time,
the "Rights Agreement"), between Standard Commercial Corporation (the
"Company") and First Union National Bank of North Carolina, as Rights
Agent, the terms of which are hereby incorporated herein by reference
and a copy of which is on file at the principal executive offices of
the Company. Under certain circumstances, as set forth in the Rights
Agreement, such Rights may be redeemed, may be exchanged for shares
of Common Stock or other securities or assets of the Company or a
Subsidiary of the Company, may expire, may become void (if they are
"Beneficially Owned" by an "Acquiring Person" or an Affiliate or
Associate thereof, as such terms are defined in the Rights Agreement,
or by any transferee of any of the foregoing) or may be evidenced by
separate certificates and may no longer be evidenced by this
certificate. The Company will mail or arrange for the mailing of a
copy of the Rights Agreement to the holder of this certificate
without charge within five days after the receipt of a written
request therefor.
Certificates representing shares of Common Stock that are issued and
outstanding at the Record Time shall evidence one Right for each share of
Common Stock evidenced thereby notwithstanding the absence of the foregoing
legend.
2.3 Exercise of Rights; Separation of Rights. (a) Subject
to Sections 3.1, 5.1 and 5.10 and subject to adjustment as herein set
forth, each Right will entitle the
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<PAGE> 14
holder thereof, after the Separation Time and prior to the Expiration Time,
to purchase, for the Exercise Price, one share of Common Stock.
(b) Until the Separation Time, (i) no Right may be exercised
and (ii) each Right will be evidenced by the certificate for the associated
share of Common Stock (together, in the case of certificates issued prior
to the Record Time, with the letter mailed to the record holder thereof
pursuant to Section 2.1) and will be transferable only together with, and
will be transferred by a transfer (whether with or without such letter) of,
such associated share.
(c) Subject to the terms hereof, after the Separation Time
and prior to the Expiration Time, the Rights (i) may be exercised and (ii)
may be transferred independent of shares of Common Stock. Promptly
following the Separation Time, the Rights Agent will mail to each holder of
record of Common Stock as of the Separation Time (other than any Person
whose Rights have become void pursuant to Section 3.1(b)), at such holder's
address as shown by the records of the Company (the Company hereby agreeing
to furnish copies of such records to the Rights Agent for this purpose),
(x) a certificate (a "Rights Certificate") in substantially the form of
Exhibit A hereto appropriately completed, representing the number of Rights
held by such holder at the Separation Time and having such marks of
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<PAGE> 15
identification or designation and such legends, summaries or endorsements
printed thereon as the Company may deem appropriate and as are not
inconsistent with the provisions of this Agreement, or as may be required
to comply with any law or with any rule or regulation made pursuant thereto
or with any rule or regulation of any national securities exchange or
quotation system on which the Rights may from time to time be listed or
traded, or to conform to usage, and (y) a disclosure statement describing
the Rights.
(d) Subject to the terms hereof, Rights may be exercised on
any Business Day after the Separation Time and prior to the Expiration Time
by submitting to the Rights Agent the Rights Certificate evidencing such
Rights with an Election to Exercise (an "Election to Exercise") substan-
tially in the form attached to the Rights Certificate duly completed,
accompanied by payment in cash, or by certified or official bank check or
money order payable to the order of the Company, of a sum equal to the
Exercise Price multiplied by the number of Rights being exercised and a sum
sufficient to cover any transfer tax or charge which may be payable in
respect of any transfer involved in the transfer or delivery of Rights
Certificates or the issuance or delivery of certificates for shares or
depositary receipts (or both) in a name other than that of the holder of
the Rights being exercised.
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<PAGE> 16
(e) Upon receipt of a Rights Certificate, with an Election to
Exercise accompanied by payment as set forth in Section 2.3(d), and subject
to the terms hereof, the Rights Agent will thereupon promptly (i)(A)
requisition from a transfer agent stock certificates evidencing such number
of shares or other securities to be purchased (the Company hereby
irrevocably authorizing its transfer agents to comply with all such
requisitions) and (B) if the Company elects pursuant to Section 5.5 not to
issue certificates representing fractional shares, requisition from the
depositary selected by the Company depositary receipts representing the
fractional shares to be purchased or requisition from the Company the
amount of cash to be paid in lieu of fractional shares in accordance with
Section 5.5 and (ii) after receipt of such certificates, depositary
receipts and/or cash, deliver the same to or upon the order of the
registered holder of such Rights Certificate, registered (in the case of
certificates or depositary receipts) in such name or names as may be desig-
nated by such holder.
(f) In case the holder of any Rights shall exercise less than
all the Rights evidenced by such holder's Rights Certificate, a new Rights
Certificate evidencing the Rights remaining unexercised will be issued by
the Rights Agent to such holder or to such holder's duly authorized
assigns.
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<PAGE> 17
(g) The Company covenants and agrees that it will (i) take
all such action as may be necessary to ensure that all shares delivered
upon exercise of Rights shall, at the time of delivery of the certificates
for such shares (subject to payment of the Exercise Price), be duly and
validly authorized, executed, issued and delivered and fully paid and
nonassessable; (ii) take all such action as may be necessary to comply with
any applicable requirements of the Securities Act of 1933 or the Securities
Exchange Act of 1934, and the rules and regulations thereunder, and any
other applicable law, rule or regulation, in connection with the issuance
of any shares upon exercise of Rights; and (iii) pay when due and payable
any and all federal and state transfer taxes and charges which may be
payable in respect of the original issuance or delivery of the Rights
Certificates or of any shares issued upon the exercise of Rights, provided
that the Company shall not be required to pay any transfer tax or charge
which may be payable in respect of any transfer involved in the transfer or
delivery of Rights Certificates or the issuance or delivery of certificates
for shares in a name other than that of the holder of the Rights being
transferred or exercised.
2.4 Adjustments to Exercise Price; Number of Rights. (a) In
the event the Company shall at any time after the Record Time and prior to
the Separation Time (i) declare or pay a dividend on Common Stock payable
in
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<PAGE> 18
Common Stock, (ii) subdivide the outstanding Common Stock or (iii) combine
the outstanding Common Stock into a smaller number of shares of Common
Stock, (x) the Exercise Price in effect after such adjustment will be equal
to the Exercise Price in effect immediately prior to such adjustment
divided by the number of shares of Common Stock (the "Expansion Factor")
that a holder of one share of Common Stock immediately prior to such divi-
dend, subdivision or combination would hold thereafter as a result thereof
and (y) each Right held prior to such adjustment will become that number of
Rights equal to the Expansion Factor, and the adjusted number of Rights
will be deemed to be distributed among the shares of Common Stock with
respect to which the original Rights were associated (if they remain
outstanding) and the shares issued in respect of such dividend, subdivision
or combination, so that each such share of Common Stock will have exactly
one Right associated with it. Each adjustment made pursuant to this
paragraph shall be made as of the payment or effective date for the
applicable dividend, subdivision or combination.
In the event the Company shall at any time after the Record
Time and prior to the Separation Time issue any shares of Common Stock
otherwise than in a transaction referred to in the preceding paragraph,
each such share of Common Stock so issued shall automatically have one new
Right associated with it, which Right shall be evidenced by
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<PAGE> 19
the certificate representing such share. To the extent provided in Section
5.3, Rights shall be issued by the Company in respect of shares of Common
Stock that are issued or sold by the Company after the Separation Time.
(b) In the event the Company shall at any time after the
Record Time and prior to the Separation Time issue or distribute any
securities or assets in respect of, in lieu of or in exchange for Common
Stock (other than pursuant to a regular periodic cash dividend or a
dividend paid solely in Common Stock) whether by dividend, in a
reclassification or recapitalization (including any such transaction
involving a merger, consolidation or share exchange), or otherwise, the
Company shall make such adjustments, if any, in the Exercise Price, number
of Rights and/or securities or other property purchasable upon exercise of
Rights as the Board of Directors of the Company, in its sole discretion,
may deem to be appropriate under the circumstances in order to adequately
protect the interests of the holders of Rights generally, and the Company
and the Rights Agent shall amend this Agreement as necessary to provide for
such adjustments.
(c) Each adjustment to the Exercise Price made pursuant to
this Section 2.4 shall be calculated to the nearest cent. Whenever an
adjustment to the Exercise Price is made pursuant to this Section 2.4, the
Company shall (i) promptly prepare a certificate setting forth such
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<PAGE> 20
adjustment and a brief statement of the facts accounting for such
adjustment, (ii) promptly file with the Rights Agent and with each transfer
agent for the Common Stock a copy of such certificate and (iii) mail a
brief summary thereof to each holder of Rights.
(d) Irrespective of any adjustment or change in the
securities purchasable upon exercise of the Rights, the Rights Certificates
theretofore and thereafter issued may continue to express the securities so
purchasable which were expressed in the initial Rights Certificates issued
hereunder.
2.5 Date on Which Exercise is Effective. Each person in
whose name any certificate for shares is issued upon the exercise of Rights
shall for all purposes be deemed to have become the holder of record of the
shares represented thereby on, and such certificate shall be dated, the
date upon which the Rights Certificate evidencing such Rights was duly
surrendered and payment of the Exercise Price for such Rights (and any
applicable taxes and other governmental charges payable by the exercising
holder hereunder) was made; provided, however, that if the date of such
surrender and payment is a date upon which the stock transfer books of the
Company are closed, such person shall be deemed to have become the record
holder of such shares on, and such certificate shall be dated, the next
succeeding
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<PAGE> 21
Business Day on which the stock transfer books of the Company are open.
2.6 Execution, Authentication, Delivery and Dating of Rights
Certificates. (a) The Rights Certificates shall be executed on behalf of
the Company by its Chairman of the Board, Vice Chairman of the Board,
President or one of its Vice Presidents, under its corporate seal
reproduced thereon attested by its Secretary or one of its Assistant
Secretaries. The signature of any of these officers on the Rights Certifi-
cates may be manual or facsimile.
Rights Certificates bearing the manual or facsimile signatures
of individuals who were at any time the proper officers of the Company
shall bind the Company, notwithstanding that such individuals or any of
them have ceased to hold such offices prior to the countersignature and
delivery of such Rights Certificates.
Promptly after the Company learns of the Separation Time, the
Company will notify the Rights Agent of such Separation Time and will
deliver Rights Certificates executed by the Company to the Rights Agent for
countersignature, and, subject to Section 3.1(b), the Rights Agent shall
manually countersign and deliver such Rights Certificates to the holders of
the Rights pursuant to Section 2.3(c) hereof. No Rights Certificate shall
be valid for any purpose unless manually countersigned by the Rights Agent.
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<PAGE> 22
(b) Each Rights Certificate shall be dated the date of
countersignature thereof.
2.7 Registration, Registration of Transfer and Exchange. (a)
After the Separation Time, the Company will cause to be kept a register
(the "Rights Register") in which, subject to such reasonable regulations as
it may prescribe, the Company will provide for the registration and
transfer of Rights. The Rights Agent is hereby appointed "Rights
Registrar" for the purpose of maintaining the Rights Register for the
Company and registering Rights and transfers of Rights after the Separation
Time as herein provided. In the event that the Rights Agent shall cease to
be the Rights Registrar, the Rights Agent will have the right to examine
the Rights Register at all reasonable times after the Separation Time.
After the Separation Time and prior to the Expiration Time,
upon surrender for registration of transfer or exchange of any Rights
Certificate, and subject to the provisions of Section 2.7(c) and (d), the
Company will execute, and the Rights Agent will countersign and deliver, in
the name of the holder or the designated transferee or transferees, as
required pursuant to the holder's instructions, one or more new Rights
Certificates evidencing the same aggregate number of Rights as did the
Rights Certificate so surrendered.
<PAGE>
<PAGE> 23
(b) Except as otherwise provided in Section 3.1(b), all
Rights issued upon any registration of transfer or exchange of Rights
Certificates shall be the valid obligations of the Company, and such Rights
shall be entitled to the same benefits under this Agreement as the Rights
surrendered upon such registration of transfer or exchange.
(c) Every Rights Certificate surrendered for registration of
transfer or exchange shall be duly endorsed, or be accompanied by a written
instrument of transfer in form satisfactory to the Company or the Rights
Agent, as the case may be, duly executed by the holder thereof or such
holder's attorney duly authorized in writing. As a condition to the
issuance of any new Rights Certificate under this Section 2.7, the Company
may require the payment of a sum sufficient to cover any tax or other
governmental charge that may be imposed in relation thereto.
(d) The Company shall not be required to register the
transfer or exchange of any Rights after such Rights have become void under
Section 3.1(b), been exchanged under Section 3.1(c) or been redeemed or
terminated under Section 5.1.
2.8 Mutilated, Destroyed, Lost and Stolen Rights
Certificates. (a) If any mutilated Rights Certificate is surrendered to
the Rights Agent prior to the Expiration Time, then, subject to Sections
3.1(b) and 5.1, the Company
<PAGE>
<PAGE> 24
shall execute and the Rights Agent shall countersign and deliver in
exchange therefor a new Rights Certificate evidencing the same number of
Rights as did the Rights Certificate so surrendered.
(b) If there shall be delivered to the Company and the Rights
Agent prior to the Expiration Time (i) evidence to their satisfaction of
the destruction, loss or theft of any Rights Certificate and (ii) such
security or indemnity as may be required by them to save each of them and
any of their agents harmless, then, subject to Sections 3.1(b) and 5.1 and
in the absence of notice to the Company or the Rights Agent that such
Rights Certificate has been acquired by a bona fide purchaser, the Company
shall execute and upon its request the Rights Agent shall countersign and
deliver, in lieu of any such destroyed, lost or stolen Rights Certificate,
a new Rights Certificate evidencing the same number of Rights as did the
Rights Certificate so destroyed, lost or stolen.
(c) As a condition to the issuance of any new Rights
Certificate under this Section 2.8, the Company may require the payment of
a sum sufficient to cover any tax or other governmental charge that may be
imposed in relation thereto and any other expenses (including the fees and
expenses of the Rights Agent) connected therewith.
(d) Every new Rights Certificate issued pursuant to this
Section 2.8 in lieu of any destroyed, lost or stolen
<PAGE>
<PAGE> 25
Rights Certificate shall evidence an original additional contractual
obligation of the Company, whether or not the destroyed, lost or stolen
Rights Certificate shall be at any time enforceable by anyone, and shall be
entitled to all the benefits of this Agreement equally and proportionately
with any and all other Rights duly issued hereunder.
2.9 Persons Deemed Owners. Prior to due presentment of a
Rights Certificate (or, prior to the Separation Time, the associated Common
Stock certificate) for registration of transfer, the Company, the Rights
Agent and any agent of the Company or the Rights Agent may deem and treat
the person in whose name such Rights Certificate (or, prior to the
Separation Time, such Common Stock certificate) is registered as the
absolute owner thereof and of the Rights evidenced thereby for all purposes
whatsoever, including the payment of the Redemption Price and neither the
Company nor the Rights Agent shall be affected by any notice to the
contrary. As used in this Agreement, unless the context otherwise
requires, the term "holder" of any Rights shall mean the registered holder
of such Rights (or, prior to the Separation Time, the associated shares of
Common Stock).
2.10 Delivery and Cancellation of Certificates. All Rights
Certificates surrendered upon exercise or for registration of transfer or
exchange shall, if surrendered to any person other than the Rights Agent,
be delivered to the Rights Agent and, in any case, shall be promptly can-
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<PAGE> 26
celled by the Rights Agent. The Company may at any time deliver to the
Rights Agent for cancellation any Rights Certificates previously counter-
signed and delivered hereunder which the Company may have acquired in any
manner whatsoever, and all Rights Certificates so delivered shall be
promptly cancelled by the Rights Agent. No Rights Certificates shall be
countersigned in lieu of or in exchange for any Rights Certificates
cancelled as provided in this Section 2.10, except as expressly permitted
by this Agreement. The Rights Agent shall destroy all cancelled Rights
Certificates and deliver a certificate of destruction to the Company.
2.11 Agreement of Rights Holders. Every holder of Rights by
accepting the same consents and agrees with the Company and the Rights
Agent and with every other holder of Rights that:
(a) prior to the Separation Time, each Right will be
transferable only together with, and will be transferred by a transfer of,
the associated share of Common Stock;
(b) after the Separation Time, the Rights Certificates will
be transferable only on the Rights Register as provided herein;
(c) prior to due presentment of a Rights Certificate (or,
prior to the Separation Time, the associated Common Stock certificate) for
registration of transfer, the Company, the Rights Agent and any agent of
the Company or
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<PAGE> 27
the Rights Agent may deem and treat the person in whose name the Rights
Certificate (or, prior to the Separation Time, the associated Common Stock
certificate) is registered as the absolute owner thereof and of the Rights
evidenced thereby for all purposes whatsoever, and neither the Company nor
the Rights Agent shall be affected by any notice to the contrary;
(d) Rights beneficially owned by certain Persons will, under
the circumstances set forth in Section 3.1(b), become void; and
(e) this Agreement may be supplemented or amended from time to
time pursuant to Section 2.4(b) or 5.4 hereof.
ARTICLE III
ADJUSTMENTS TO THE RIGHTS IN
THE EVENT OF CERTAIN TRANSACTIONS
3.1 Flip-in. (a) In the event that prior to the Expiration
Time a Flip-in Date shall occur, the Company shall take such action as
shall be necessary to ensure and provide that, except as provided in this
Section 3.1, each Right shall constitute the right to purchase from the
Company, upon exercise thereof in accordance with the terms hereof (but
subject to Section 5.10), that number of shares of Common Stock having an
aggregate Market Price on the Stock Acquisition Date equal to twice the
Exercise Price for an amount in cash equal to the Exercise Price (such
right to be appropriately adjusted in order to protect the interests
<PAGE>
<PAGE> 28
of the holders of Rights generally in the event that on or after such Stock
Acquisition Date an event of a type analogous to any of the events
described in Section 2.4(a) or (b) shall have occurred with respect to the
Common Stock).
(b) Notwithstanding the foregoing, any Rights that are or were
Beneficially Owned on or after the Stock Acquisition Date by an Acquiring
Person or an Affiliate or Associate thereof or by any transferee, direct or
indirect, of any of the foregoing shall become void and any holder of such
Rights (including transferees) shall thereafter have no right to exercise
or transfer such Rights under any provision of this Agreement. If any
Rights Certificate is presented for assignment or exercise and the Person
presenting the same will not complete the certification set forth at the
end of the form of assignment or notice of election to exercise and provide
such additional evidence of the identity of the Beneficial Owner and its
Affiliates and Associates (or former Beneficial Owners and their Affiliates
and Associates) as the Company shall reasonably request, then the Company
shall be entitled conclusively to deem the Beneficial Owner thereof to be
an Acquiring Person or an Affiliate or Associate thereof or a transferee of
any of the foregoing and accordingly will deem the Rights evidenced thereby
to be void and not transferable or exercisable.
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<PAGE> 29
(c) The Board of Directors of the Company may, at its option,
at any time after a Flip-in Date and prior to the time that an Acquiring
Person becomes the Beneficial Owner of more than 50% of the outstanding
shares of Common Stock, elect to exchange all (but not less than all) the
then outstanding Rights (which shall not include Rights that have become
void pursuant to the provisions of Section 3.1(b)) for shares of Common
Stock at an exchange ratio of one share of Common Stock per Right,
appropriately adjusted in order to protect the interests of holders of
Rights generally in the event that after the Separation Time an event of a
type analogous to any of the events described in Section 2.4(a) or (b)
shall have occurred with respect to the Common Stock (such exchange ratio,
as adjusted from time to time, being hereinafter referred to as the
"Exchange Ratio").
Immediately upon the action of the Board of Directors of the
Company electing to exchange the Rights, without any further action and
without any notice, the right to exercise the Rights will terminate and
each Right (other than Rights that have become void pursuant to Section
3.1(b)) will thereafter represent only the right to receive a number of
shares of Common Stock equal to the Exchange Ratio. Promptly after the
action of the Board of Directors electing to exchange the Rights, the
Company shall give notice thereof (specifying the steps to be taken to
receive
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<PAGE> 30
shares of Common Stock in exchange for Rights) to the Rights Agent and the
holders of the Rights (other than Rights that have become void pursuant to
Section 3.1(b)) outstanding immediately prior thereto by mailing such
notice in accordance with Section 5.9.
Each Person in whose name any certificate for shares is issued
upon the exchange of Rights pursuant to this Section 3.1(c) shall for all
purposes be deemed to have become the holder of record of the shares
represented thereby on, and such certificate shall be dated, the date upon
which the Rights Certificate evidencing such Rights was duly surrendered
and payment of any applicable taxes and other governmental charges payable
by the holder was made; provided, however, that if the date of such
surrender and payment is a date upon which the stock transfer books of the
Company are closed, such Person shall be deemed to have become the record
holder of such shares on, and such certificate shall be dated, the next
succeeding Business Day on which the stock transfer books of the Company
are open.
(d) In the event that there shall not be sufficient treasury
shares or authorized but unissued shares of Common Stock of the Company to
permit the exercise or exchange in full of the Rights in accordance with
Section 3.1(a) or (c), the Company shall take such action as shall be
necessary to ensure and provide, to the extent permitted by applicable law
and any agreements or instru-
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<PAGE> 31
ments in effect on the Stock Acquisition Date to which it is a party, that
each Right shall thereafter constitute the right to receive, (x) at the
Company's option, either (A) in return for the Exercise Price, debt or
equity securities or other assets (or a combination thereof) having a fair
value equal to twice the Exercise Price, or (B) without payment of
consideration (except as otherwise required by applicable law), debt or
equity securities or other assets (or a combination thereof) having a fair
value equal to the Exercise Price, or (y) if the Board of Directors of the
Company elects to exchange the Rights in accordance with Section 3.1(c),
debt or equity securities or other assets (or a combination thereof) having
a fair value equal to the product of the Market Price of a share of Common
Stock on the Flip-in Date times the Exchange Ratio in effect on the Flip-in
Date, where in any case set forth in (x) or (y) above the fair value of
such debt or equity securities or other assets shall be as determined in
good faith by the Board of Directors of the Company, after consultation
with a nationally recognized investment banking firm.
3.2 Flip-over. (a) Prior to the Expiration Time, the
Company shall not enter into any agreement with an Acquiring Person (or any
of its Affiliates or Associates) with respect to, consummate or permit to
occur any Flip-over Transaction or Event unless and until it shall have
entered into a supplemental agreement with the Flip-over Entity, for
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<PAGE> 32
the benefit of the holders of the Rights, providing that, upon consummation
or occurrence of the Flip-over Transaction or Event (i) each Right shall
thereafter constitute the right to purchase from the Flip-over Entity, upon
exercise thereof in accordance with the terms hereof, that number of shares
of Flip-over Stock of the Flip-over Entity having an aggregate Market Price
on the date of consummation or occurrence of such Flip-over Transaction or
Event equal to twice the Exercise Price for an amount in cash equal to the
Exercise Price (such right to be appropriately adjusted in order to protect
the interests of the holders of Rights generally in the event that after
such date of consummation or occurrence an event of a type analogous to any
of the events described in Section 2.4(a) or (b) shall have occurred with
respect to the Flip-over Stock) and (ii) the Flip-over Entity shall there-
after be liable for, and shall assume, by virtue of such Flip-over
Transaction or Event and such supplemental agreement, all the obligations
and duties of the Company pursuant to this Agreement. The provisions of
this Section 3.2 shall apply to successive Flip-over Transactions or
Events.
(b) Prior to the Expiration Time, unless the Rights will be
redeemed pursuant to Section 5.1 hereof in connection therewith, the
Company shall not enter into any agreement with respect to, consummate or
permit to occur any Flip-over Transaction or Event if at the time thereof
there
<PAGE>
<PAGE> 33
are any rights, warrants or securities outstanding or any other
arrangements, agreements or instruments that would eliminate or otherwise
diminish in any material respect the benefits intended to be afforded by
this Rights Agreement to the holders of Rights upon consummation of such
transaction.
ARTICLE IV
THE RIGHTS AGENT
4.1 General. (a) The Company hereby appoints the Rights
Agent to act as agent for the Company in accordance with the terms and
conditions hereof, and the Rights Agent hereby accepts such appointment.
The Company agrees to pay to the Rights Agent reasonable compensation for
all services rendered by it hereunder and, from time to time, on demand of
the Rights Agent, its reasonable expenses and counsel fees and other
disbursements incurred in the administration and execution of this
Agreement and the exercise and performance of its duties hereunder. The
Company also agrees to indemnify the Rights Agent for, and to hold it
harmless against, any loss, liability, or expense, incurred without
negligence, bad faith or willful misconduct on the part of the Rights
Agent, for anything done or omitted to be done by the Rights Agent in
connection with the acceptance and administration of this Agreement,
including the costs and expenses of defending against any claim of
liability.
(b) The Rights Agent shall be protected and shall incur no
liability for or in respect of any action taken,
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<PAGE> 34
suffered or omitted by it in connection with its administration of this
Agreement in reliance upon any certificate for securities purchasable upon
exercise of Rights, Rights Certificate, certificate for other securities of
the Company, instrument of assignment or transfer, power of attorney,
endorsement, affidavit, letter, notice, direction, consent, certificate,
statement, or other paper or document believed by it to be genuine and to
be signed, executed and, where necessary, verified or acknowledged, by the
proper person or persons.
4.2 Merger or Consolidation or Change of Name of Rights
Agent. (a) Any corporation into which the Rights Agent or any successor
Rights Agent may be merged or with which it may be consolidated, or any
corporation resulting from any merger or consolidation to which the Rights
Agent or any successor Rights Agent is a party, or any corporation
succeeding to the shareholder services business of the Rights Agent or any
successor Rights Agent, will be the successor to the Rights Agent under
this Agreement without the execution or filing of any paper or any further
act on the part of any of the parties hereto, provided that such
corporation would be eligible for appointment as a successor Rights Agent
under the provisions of Section 4.4 hereof. In case at the time such
successor Rights Agent succeeds to the agency created by this Agreement any
of the Rights Certificates have been countersigned but not delivered, any
such
<PAGE>
<PAGE> 35
successor Rights Agent may adopt the countersignature of the predecessor
Rights Agent and deliver such Rights Certificates so countersigned; and in
case at that time any of the Rights Certificates have not been
countersigned, any successor Rights Agent may countersign such Rights
Certificates either in the name of the predecessor Rights Agent or in the
name of the successor Rights Agent; and in all such cases such Rights
Certificates will have the full force provided in the Rights Certificates
and in this Agreement.
(b) In case at any time the name of the Rights Agent is
changed and at such time any of the Rights Certificates shall have been
countersigned but not delivered, the Rights Agent may adopt the
countersignature under its prior name and deliver Rights Certificates so
countersigned; and in case at that time any of the Rights Certificates
shall not have been countersigned, the Rights Agent may countersign such
Rights Certificates either in its prior name or in its changed name; and in
all such cases such Rights Certificates shall have the full force provided
in the Rights Certificates and in this Agreement.
4.3 Duties of Rights Agent. The Rights Agent undertakes the
duties and obligations imposed by this Agreement upon the following terms
and conditions, by all of which the Company and the holders of Rights
Certificates, by their acceptance thereof, shall be bound:
<PAGE>
<PAGE> 36
(a) The Rights Agent may consult with legal counsel (who may
be legal counsel for the Company), and the opinion of such counsel will be
full and complete authorization and protection to the Rights Agent as to
any action taken or omitted by it in good faith and in accordance with such
opinion.
(b) Whenever in the performance of its duties under this
Agreement the Rights Agent deems it necessary or desirable that any fact or
matter be proved or established by the Company prior to taking or suffering
any action hereunder, such fact or matter (unless other evidence in respect
thereof be herein specifically prescribed) may be deemed to be conclusively
proved and established by a certificate signed by a person believed by the
Rights Agent to be the Chairman of the Board, the President or any Vice
President and by the Treasurer or any Assistant Treasurer or the Secretary
or any Assistant Secretary of the Company and delivered to the Rights
Agent; and such certificate will be full authorization to the Rights Agent
for any action taken or suffered in good faith by it under the provisions
of this Agreement in reliance upon such certificate.
(c) The Rights Agent will be liable hereunder only for its
own negligence, bad faith or willful misconduct.
(d) The Rights Agent will not be liable for or by reason of
any of the statements of fact or recitals
<PAGE>
<PAGE> 37
contained in this Agreement or in the certificates for securities
purchasable upon exercise of Rights or the Rights Certificates (except its
countersignature thereof) or be required to verify the same, but all such
statements and recitals are and will be deemed to have been made by the
Company only.
(e) The Rights Agent will not be under any responsibility in
respect of the validity of this Agreement or the execution and delivery
hereof (except the due authorization, execution and delivery hereof by the
Rights Agent) or in respect of the validity or execution of any certificate
for securities purchasable upon exercise of Rights or Rights Certificate
(except its countersignature thereof); nor will it be responsible for any
breach by the Company of any covenant or condition contained in this
Agreement or in any Rights Certificate; nor will it be responsible for any
change in the exercisability of the Rights (including the Rights becoming
void pursuant to Section 3.1(b) hereof) or any adjustment required under
the provisions of Section 2.4, 3.1 or 3.2 hereof or responsible for the
manner, method or amount of any such adjustment or the ascertaining of the
existence of facts that would require any such adjustment (except with
respect to the exercise of Rights after receipt of the certificate
contemplated by Section 2.4 describing any such adjustment); nor will it by
any act hereunder be deemed to make any representation or warranty as to
the
<PAGE>
<PAGE> 38
authorization or reservation of any securities purchasable upon exercise of
Rights or any Rights or as to whether any securities purchasable upon
exercise of Rights will, when issued, be duly and validly authorized,
executed, issued and delivered and fully paid and nonassessable.
(f) The Company agrees that it will perform, execute,
acknowledge and deliver or cause to be performed, executed, acknowledged
and delivered all such further and other acts, instruments and assurances
as may reasonably be required by the Rights Agent for the carrying out or
performing by the Rights Agent of the provisions of this Agreement.
(g) The Rights Agent is hereby authorized and directed to
accept instructions with respect to the performance of its duties hereunder
from any person believed by the Rights Agent to be the Chairman of the
Board, the President or any Vice President or the Secretary or any
Assistant Secretary or the Treasurer or any Assistant Treasurer of the
Company, and to apply to such persons for advice or instructions in
connection with its duties, and it shall not be liable for any action taken
or suffered by it in good faith in accordance with instructions of any such
person.
(h) The Rights Agent and any shareholder, director, officer
or employee of the Rights Agent may buy, sell or deal in Common Stock,
Rights or other securities of the
<PAGE>
<PAGE> 39
Company or become pecuniarily interested in any transaction in which the
Company may be interested, or contract with or lend money to the Company or
otherwise act as fully and freely as though it were not Rights Agent under
this Agreement. Nothing herein shall preclude the Rights Agent from acting
in any other capacity for the Company or for any other legal entity.
(i) The Rights Agent may execute and exercise any of the
rights or powers hereby vested in it or perform any duty hereunder either
itself or by or through its attorneys or agents, and the Rights Agent will
not be answerable or accountable for any act, default, neglect or
misconduct of any such attorneys or agents or for any loss to the Company
resulting from any such act, default, neglect or misconduct, provided
reasonable care was exercised in the selection and continued employment
thereof.
4.4 Change of Rights Agent. The Rights Agent may resign and
be discharged from its duties under this Agreement upon 90 days' notice (or
such lesser notice as is acceptable to the Company) in writing mailed to
the Company and to each transfer agent of Common Stock by registered or
certified mail, and to the holders of the Rights in accordance with
Section 5.9. The Company may remove the Rights Agent upon 30 days' notice
in writing, mailed to the Rights Agent and to each transfer agent of the
Common Stock by registered or certified mail, and to the holders of the
<PAGE>
<PAGE> 40
Rights in accordance with Section 5.9. If the Rights Agent should resign
or be removed or otherwise become incapable of acting, the Company will
appoint a successor to the Rights Agent. If the Company fails to make such
appointment within a period of 30 days after such removal or after it has
been notified in writing of such resignation or incapacity by the resigning
or incapacitated Rights Agent or by the holder of any Rights (which holder
shall, with such notice, submit such holder's Rights Certificate for
inspection by the Company), then the holder of any Rights may apply to any
court of competent jurisdiction for the appointment of a new Rights Agent.
Any successor Rights Agent, whether appointed by the Company or by such a
court, shall be a corporation organized and doing business under the laws
of the United States or of the State of New York or North Carolina, in good
standing, having its principal office in the State of New York or North
Carolina, which is authorized under such laws to exercise the powers of the
Rights Agent contemplated by this Agreement and is subject to supervision
or examination by federal or state authority and which has at the time of
its appointment as Rights Agent a combined capital and surplus of at least
$50,000,000. After appointment, the successor Rights Agent will be vested
with the same powers, rights, duties and responsibilities as if it had been
originally named as Rights Agent without further act or deed; but the
predecessor Rights Agent shall deliver
<PAGE>
<PAGE> 41
and transfer to the successor Rights Agent any property at the time held by
it hereunder, and execute and deliver any further assurance, conveyance,
act or deed necessary for the purpose. Not later than the effective date
of any such appointment, the Company will file notice thereof in writing
with the predecessor Rights Agent and each transfer agent of the Common
Stock, and mail a notice thereof in writing to the holders of the Rights.
Failure to give any notice provided for in this Section 4.4, however, or
any defect therein, shall not affect the legality or validity of the
resignation or removal of the Rights Agent or the appointment of the
successor Rights Agent, as the case may be.
ARTICLE V
MISCELLANEOUS
5.1 Redemption. (a) The Board of Directors of the Company
may, at its option, at any time prior to the close of business on the Flip-
in Date, elect to redeem all (but not less than all) the then outstanding
Rights at the Redemption Price and the Company, at its option, may pay the
Redemption Price either in cash or shares of Common Stock or other
securities of the Company deemed by the Board of Directors, in the exercise
of its sole discretion, to be at least equivalent in value to the
Redemption Price.
(b) Immediately upon the action of the Board of Directors of
the Company electing to redeem the Rights (or,
<PAGE>
<PAGE> 42
if the resolution of the Board of Directors electing to redeem the Rights
states that the redemption will not be effective until the occurrence of a
specified future time or event, upon the occurrence of such future time or
event), without any further action and without any notice, the right to
exercise the Rights will terminate and each Right will thereafter represent
only the right to receive the Redemption Price in cash or securities, as
determined by the Board of Directors. Promptly after the Rights are
redeemed, the Company shall give notice of such redemption to the Rights
Agent and the holders of the then outstanding Rights by mailing such notice
in accordance with Section 5.9.
5.2 Expiration. The Rights and this Agreement shall expire
at the Expiration Time and no Person shall have any rights pursuant to this
Agreement or any Right after the Expiration Time, except, if the Rights are
exchanged or redeemed, as provided in Section 3.1(c), 3.1(d), 3.2 or 5.1
hereof.
5.3 Issuance of New Rights Certificates. Notwithstanding any
of the provisions of this Agreement or of the Rights to the contrary, the
Company may, at its option, issue new Rights Certificates evidencing Rights
in such form as may be approved by its Board of Directors to reflect any
adjustment or change in the number or kind or class of shares of stock
purchasable upon exercise of Rights made in accordance with the provisions
of this Agreement. In
<PAGE>
<PAGE> 43
addition, in connection with the issuance or sale of shares of Common Stock
by the Company following the Separation Time and prior to the Redemption
Time or Expiration Time pursuant to the terms of securities convertible or
redeemable into shares of Common Stock or to options, in each case issued
or granted prior to, and outstanding at, the Separation Time, the Company
shall issue to the holders of such shares of Common Stock, Rights
Certificates representing the appropriate number of Rights in connection
with the issuance or sale of such shares of Common Stock; provided,
however, in each case, (i) no such Rights Certificate shall be issued, if,
and to the extent that, the Company shall be advised by counsel that such
issuance would create a significant risk of material adverse tax
consequences to the Company or to the Person to whom such Rights
Certificates would be issued, (ii) no such Rights Certificates shall be
issued if, and to the extent that, appropriate adjustment shall have
otherwise been made in lieu of the issuance thereof, and (iii) the Company
shall have no obligation to distribute Rights Certificates to any Acquiring
Person or Affiliate or Associate of an Acquiring Person or any transferee
of any of the foregoing.
5.4 Supplements and Amendments. The Company and the Rights
Agent may from time to time supplement or amend this Agreement without the
approval of any holders of Rights (i) prior to the close of business on the
Flip-in Date, in
<PAGE>
<PAGE> 44
any respect and (ii) after the close of business on the Flip-in Date, to
make any changes that the Company may deem necessary or desirable and which
shall not materially adversely affect the interests of the holders of
Rights generally or in order to cure any ambiguity or to correct or
supplement any provision contained herein which may be inconsistent with
any other provisions herein or otherwise defective. The Rights Agent will
duly execute and deliver any supplement or amendment hereto requested by
the Company which satisfies the terms of the preceding sentence.
5.5 Fractional Shares. If the Company elects not to issue
certificates representing fractional shares upon exercise or redemption of
Rights, the Company shall, in lieu thereof, in the sole discretion of the
Board of Directors, either (a) evidence such fractional shares by depositary
receipts issued pursuant to an appropriate agreement between the Company
and a depositary selected by it, providing that each holder of a depositary
receipt shall have all of the rights, privileges and preferences to which
such holder would be entitled as a beneficial owner of such fractional
share, or (b) sell such shares on behalf of the holders of Rights and pay
to the registered holder of such Rights the appropriate fraction of price
per share received upon such sale.
5.6 Rights of Action. Subject to the terms of this Agreement
(including Section 3.1(b)), rights of action
<PAGE>
<PAGE> 45
in respect of this Agreement, other than rights of action vested solely in
the Rights Agent, are vested in the respective holders of the Rights; and
any holder of any Rights, without the consent of the Rights Agent or of the
holder of any other Rights, may, on such holder's own behalf and for such
holder's own benefit and the benefit of other holders of Rights, enforce,
and may institute and maintain any suit, action or proceeding against the
Company to enforce, or otherwise act in respect of, such holder's right to
exercise such holder's Rights in the manner provided in such holder's
Rights Certificate and in this Agreement. Without limiting the foregoing
or any remedies available to the holders of Rights, it is specifically
acknowledged that the holders of Rights would not have an adequate remedy
at law for any breach of this Agreement and will be entitled to specific
performance of the obligations under, and injunctive relief against actual
or threatened violations of, the obligations of any Person subject to this
Agreement.
5.7 Holder of Rights Not Deemed a Shareholder. No holder, as
such, of any Rights shall be entitled to vote, receive dividends or be
deemed for any purpose the holder of shares or any other securities which
may at any time be issuable on the exercise of such Rights, nor shall
anything contained herein or in any Rights Certificate be construed to
confer upon the holder of any Rights, as such, any of the rights of a
shareholder of the Company or any right to vote
<PAGE>
<PAGE> 46
for the election of directors or upon any matter submitted to shareholders
at any meeting thereof, or to give or withhold consent to any corporate
action, or to receive notice of meetings or other actions affecting
shareholders (except as provided in Section 5.8 hereof), or to receive
dividends or subscription rights, or otherwise, until such Rights shall
have been exercised or exchanged in accordance with the provisions hereof.
5.8 Notice of Proposed Actions. In case the Company shall
propose after the Separation Time and prior to the Expiration Time (i) to
effect or permit (in cases where the Company's permission is required)
occurrence of any Flip-in Date or Flip-over Transaction or Event or (ii) to
effect the liquidation, dissolution or winding up of the Company, then, in
each such case, the Company shall give to each holder of a Right, in
accordance with Section 5.9 hereof, a notice of such proposed action, which
shall specify the Flip-in Date or the date on which such Flip-over
Transaction or Event, liquidation, dissolution, or winding up is to take
place, and such notice shall be so given at least 20 Business Days prior to
the date of the taking of such proposed action.
5.9 Notices. Notices or demands authorized or required by
this Agreement to be given or made by the Rights Agent or by the holder of
any Rights to or on the Company shall be sufficiently given or made if
delivered or sent by
<PAGE>
<PAGE> 47
first-class mail, postage prepaid, addressed (until another address is
filed in writing with the Rights Agent) as follows:
Standard Commercial Corporation
2201 Miller Road
P.O. Box 450
Wilson, NC 27894-0450
Attention: Secretary
Any notice or demand authorized or required by this Agreement to be given
or made by the Company or by the holder of any Rights to or on the Rights
Agent shall be sufficiently given or made if delivered or sent by first-
class mail, postage prepaid, addressed (until another address is filed in
writing with the Company) as follows:
First Union National Bank of North Carolina
Shareholders Services Group
230 S. Tryon Street
10th Floor
Charlotte, North Carolina 28202
Attention: J. Dean Presson
Notices or demands authorized or required by this Agreement to be given or
made by the Company or the Rights Agent to or on the holder of any Rights
shall be sufficiently given or made if delivered or sent by first-class
mail, postage prepaid, addressed to such holder at the address of such
holder as it appears upon the registry books of the Rights Agent or, prior
to the Separation Time, on the registry books of the transfer agent for the
Common Stock. Any notice which is mailed in the manner herein provided
shall
<PAGE>
<PAGE> 48
be deemed given, whether or not the holder receives the notice.
5.10 Suspension of Exercisability. To the extent that the
Company determines in good faith that some action will or need be taken
pursuant to Section 3.1(a), (b) or (d) or to comply with federal or state
securities laws, the Company may suspend the exercisability of the Rights
for a period of up to ninety (90) days following the date of the occurrence
of the Separation Time or the Flip-in Date in order to take such action or
comply with such laws. In the event of any such suspension, the Company
shall issue as promptly as practicable a public announcement stating that
the exercisability or exchangeability of the Rights has been temporarily
suspended. Notice thereof pursuant to Section 5.9 shall not be required.
Failure to give a notice pursuant to the provisions of this
Agreement shall not affect the validity of any action taken hereunder.
5.11 Costs of Enforcement. The Company agrees that if the
Company or any other Person the securities of which are purchasable upon
exercise of Rights fails to fulfill any of its obligations pursuant to this
Agreement, then the Company or such Person will reimburse the holder of any
Rights for the costs and expenses (including legal fees) incurred by such
holder in actions to enforce such holder's rights pursuant to any Rights or
this Agreement.
<PAGE>
<PAGE> 49
5.12 Successors. All the covenants and provisions of this
Agreement by or for the benefit of the Company or the Rights Agent shall
bind and inure to the benefit of their respective successors and assigns
hereunder.
5.13 Benefits of this Agreement. Nothing in this Agreement
shall be construed to give to any Person other than the Company, the Rights
Agent and the holders of the Rights any legal or equitable right, remedy or
claim under this Agreement; but this Agreement shall be for the sole and
exclusive benefit of the Company, the Rights Agent and the holders of the
Rights.
5.14 Determination and Actions by the Board of Directors,
etc. The Board of Directors of the Company shall have the exclusive power
and authority to administer this Agreement and to exercise all rights and
powers specifically granted to the Board or to the Company, or as may be
necessary or advisable in the administration of this Agreement, including,
without limitation, the right and power to (i) interpret the provisions of
this Agreement and (ii) make all determinations deemed necessary or
advisable for the administration of this Agreement. All such actions,
calculations, interpretations and determinations (including, for purposes
of clause (y) below, all omissions with respect to the foregoing) which are
done or made by the Board in good faith, shall (x) be final, conclusive and
binding on the Company, the Rights Agent, the holders of the Rights and
<PAGE>
<PAGE> 50
all other parties, and (y) not subject the Board of Directors of the
Company to any liability to the holders of the Rights.
5.15 Descriptive Headings. Descriptive headings appear herein
for convenience only and shall not control or affect the meaning or
construction of any of the provisions hereof.
5.16 Governing Law. THIS AGREEMENT AND EACH RIGHT ISSUED
HEREUNDER SHALL BE DEEMED TO BE A CONTRACT MADE UNDER THE LAWS OF THE STATE
OF NORTH CAROLINA AND FOR ALL PURPOSES SHALL BE GOVERNED BY AND CONSTRUED
IN ACCORDANCE WITH THE LAWS OF SUCH STATE APPLICABLE TO CONTRACTS TO BE
MADE AND PERFORMED ENTIRELY WITHIN SUCH STATE.
5.17 Counterparts. This Agreement may be executed in any
number of counterparts and each of such counterparts shall for all purposes
be deemed to be an original, and all such counterparts shall together
constitute but one and the same instrument.
5.18 Severability. If any term or provision hereof or the
application thereof to any circumstance shall, in any jurisdiction and to
any extent, be invalid or unenforceable, such term or provision shall be
ineffective as to such jurisdiction to the extent of such invalidity or
unenforceability without invalidating or rendering unenforceable the
remaining terms and provisions hereof or the application
<PAGE>
<PAGE> 51
of such term or provision to circumstances other than those as to which it
is held invalid or unenforceable.
IN WITNESS WHEREOF, the parties hereto have caused this
Agreement to be duly executed as of the date first above written.
STANDARD COMMERCIAL CORPORATION
By: /s/ Guy M. Ross
Name: Guy M. Ross
Title: Vice President and
Secretary
FIRST UNION NATIONAL BANK
OF NORTH CAROLINA
By: /s/ J. Dean Presson
Name: J. Dean Presson
Title: Vice President and
Corporate Trust Officer
<PAGE>
<PAGE> 1
EXHIBIT A
[Form of Rights Certificate]
Certificate No. W- _______ Rights
THE RIGHTS ARE SUBJECT TO REDEMPTION OR MANDATORY EXCHANGE, AT THE
OPTION OF THE COMPANY, ON THE TERMS SET FORTH IN THE RIGHTS
AGREEMENT. RIGHTS BENEFICIALLY OWNED BY ACQUIRING PERSONS OR
AFFILIATES OR ASSOCIATES THEREOF (AS SUCH TERMS ARE DEFINED IN THE
RIGHTS AGREEMENT) OR TRANSFEREES OF ANY OF THE FOREGOING WILL BE
VOID.
Rights Certificate
STANDARD COMMERCIAL CORPORATION
This certifies that ____________________, or registered
assigns, is the registered holder of the number of Rights set forth above,
each of which entitles the registered holder thereof, subject to the terms,
provisions and conditions of the Shareholder Protection Rights Agreement,
dated as of April 5, 1994 (as amended from time to time, the "Rights
Agreement"), between Standard Commercial Corporation, a North Carolina
corporation (the "Company"), and First Union National Bank of North
Carolina, a national banking association, as Rights Agent (the "Rights
Agent", which term shall include any successor Rights Agent under the
Rights Agreement), to purchase from the Company at any time after the
Separation Time (as such term is defined in the Rights Agreement) and prior
to the close of business on April 18, 2004, one fully paid share of Common
Stock, par value $0.20 per share (the "Common Stock") of the Company
(subject to adjustment as provided in the Rights Agreement) at the Exercise
Price referred to below, upon presentation and surrender of this Rights
Certificate with the Form of Election to Exercise duly executed at the
principal office of the Rights Agent in Charlotte, North Carolina. The
Exercise Price shall initially be $60.00 per Right and shall be subject to
adjustment in certain events as provided in the Rights Agreement.
In certain circumstances described in the Rights Agreement, the
Rights evidenced hereby may entitle the registered holder thereof to
purchase securities of an entity other than the Company or securities or
assets of the Company other than Common Stock, all as provided in the
Rights Agreement.
This Rights Certificate is subject to all of the terms,
provisions and conditions of the Rights Agreement,
<PAGE>
<PAGE> 2
which terms, provisions and conditions are hereby incorporated herein by
reference and made a part hereof and to which Rights Agreement reference is
hereby made for a full description of the rights, limitations of rights,
obligations, duties and immunities hereunder of the Rights Agent, the
Company and the holders of the Rights Certificates. Copies of the Rights
Agreement are on file at the principal office of the Company and are
available without cost upon written request.
This Rights Certificate, with or without other Rights
Certificates, upon surrender at the office of the Rights Agent designated
for such purpose, may be exchanged for another Rights Certificate or Rights
Certificates of like tenor evidencing an aggregate number of Rights equal
to the aggregate number of Rights evidenced by the Rights Certificate or
Rights Certificates surrendered. If this Rights Certificate shall be
exercised in part, the registered holder shall be entitled to receive, upon
surrender hereof, another Rights Certificate or Rights Certificates for the
number of whole Rights not exercised.
Subject to the provisions of the Rights Agreement, each Right
evidenced by this Certificate may be (a) redeemed by the Company under
certain circumstances, at its option, at a redemption price of $0.01 per
Right or (b) exchanged by the Company under certain circumstances, at its
option, for one share of Common Stock per Right (or, in certain cases,
other securities or assets of the Company), subject in each case to
adjustment in certain events as provided in the Rights Agreement.
No holder of this Rights Certificate, as such, shall be
entitled to vote or receive dividends or be deemed for any purpose the
holder of any securities which may at any time be issuable on the exercise
hereof, nor shall anything contained in the Rights Agreement or herein be
construed to confer upon the holder hereof, as such, any of the rights of a
shareholder of the Company or any right to vote for the election of
directors or upon any matter submitted to shareholders at any meeting
thereof, or to give or withhold consent to any corporate action, or to
receive notice of meetings or other actions affecting shareholders (except
as provided in the Rights Agreement), or to receive dividends or
subscription rights, or otherwise, until the Rights evidenced by this
Rights Certificate shall have been exercised or exchanged as provided in
the Rights Agreement.
<PAGE>
<PAGE> 3
This Rights Certificate shall not be valid or obligatory for
any purpose until it shall have been countersigned by the Rights Agent.
WITNESS the facsimile signature of the proper officers of the
Company and its corporate seal.
Date: ____________
ATTEST: STANDARD COMMERCIAL CORPORATION
_____________________ By______________________________
Secretary
Countersigned:
FIRST UNION NATIONAL BANK
OF NORTH CAROLINA
By____________________________
Authorized Signature
<PAGE>
<PAGE> 1
[Form of Reverse Side of Rights Certificate]
FORM OF ASSIGNMENT
(To be executed by the registered holder if such
holder desires to transfer this Rights Certificate.)
FOR VALUE RECEIVED ________________________ hereby
sells, assigns and transfers unto ________________________________
(Please print name
_____________________________________________________
and address of transferee)
this Rights Certificate, together with all right, title and interest
therein, and does hereby irrevocably constitute and appoint _______________
Attorney, to transfer the within Rights Certificate on the books of the
within-named Company, with full power of substitution.
Dated: _______________, 19__
Signature Guaranteed: _________________________
Signature
(Signature must correspond to
name as written upon the face of
this Rights Certificate in every
particular, without alteration or
enlargement or any change
whatsoever)
Signatures must be guaranteed by a member firm of a registered
national securities exchange, a member of the National Association of
Securities Dealers, Inc., or a commercial bank or trust company having an
office or correspondent in the United States.
- --------------------------------------------------------------------
(To be completed if true)
The undersigned hereby represents, for the benefit of all holders of Rights
and shares of Common Stock, that the
<PAGE>
<PAGE> 2
Rights evidenced by this Rights Certificate are not, and, to the knowledge
of the undersigned, have never been, Beneficially Owned by an Acquiring
Person or an Affiliate or Associate thereof (as defined in the Rights
Agreement).
_________________________
Signature
- ---------------------------------------------------------------------------
NOTICE
In the event the certification set forth above is not completed
in connection with a purported assignment, the Company will deem the
Beneficial Owner of the Rights evidenced by the enclosed Rights Certificate
to be an Acquiring Person or an Affiliate or Associate thereof (as defined
in the Rights Agreement) or a transferee of any of the foregoing and
accordingly will deem the Rights evidenced by such Rights Certificate to be
void and not transferable or exercisable.
<PAGE>
<PAGE> 1
[To be attached to each Rights Certificate]
FORM OF ELECTION TO EXERCISE
(To be executed if holder desires to
exercise the Rights Certificate.)
TO: STANDARD COMMERCIAL CORPORATION
The undersigned hereby irrevocably elects to exercise
_______________________ whole Rights represented by the attached Rights
Certificate to purchase the shares of Common Stock issuable upon the
exercise of such Rights and requests that certificates for such shares be
issued in the name of:
___________________________________
Address:
___________________________________
Social Security or Other Taxpayer
Identification Number:
If such number of Rights shall not be all the Rights evidenced by this
Rights Certificate, a new Rights Certificate for the balance of such Rights
shall be registered in the name of and delivered to:
___________________________________
Address:
___________________________________
Social Security or Other Taxpayer
Identification Number:
Dated: _______________, 19__
Signature Guaranteed: _________________________
Signature
(Signature must correspond to
name as written upon the face of
the attached Rights Certificate
in every particular, without
alteration or enlargement or any
change whatsoever)
Signatures must be guaranteed by a member firm of a registered
national securities exchange, a member of the
<PAGE>
<PAGE> 2
National Association of Securities Dealers, Inc., or a commercial bank or
trust company having an office or correspondent in the United States.
- ----------------------------------------------------------------------------
(To be completed if true)
The undersigned hereby represents, for the benefit of all
holders of Rights and shares of Common Stock, that the Rights evidenced by
the attached Rights Certificate are not, and, to the knowledge of the
undersigned, have never been, Beneficially Owned by an Acquiring Person or
an Affiliate or Associate thereof (as defined in the Rights Agreement).
_________________________
Signature
- ----------------------------------------------------------------------------
NOTICE
In the event the certification set forth above is not completed
in connection with a purported exercise, the Company will deem the
Beneficial Owner of the Rights evidenced by the attached Rights Certificate
to be an Acquiring Person or an Affiliate or Associate thereof (as defined
in the Rights Agreement) or a transferee of any of the foregoing and
accordingly will deem the Rights evidenced by such Rights Certificate to be
void and not transferable or exercisable.
<PAGE> 1
EXHIBIT 99
NEWS RELEASE - April 5, 1994 Contact: Guy M. Ross
STANDARD COMMERCIAL ADOPTS SHAREHOLDER PROTECTION RIGHTS PLAN
The Board of Directors of Standard Commercial Corporation (STW:NYSE) today
adopted a Shareholder Protection Rights Plan and declared a dividend of one
Right on each outstanding share of Standard Common Stock. The dividend
will be paid on April 25, 1994 to shareholders of record on April 18, 1994.
Until it is announced that a person or group has acquired 10% or more of
Standard's Common Stock (an "Acquiring Person") or commences a tender offer
that will result in such person or group owning 10% or more of Standard's
Common Stock, the Rights will be evidenced by the Common Stock
certificates, will automatically trade with the Common Stock and will not
be exercisable. Thereafter, separate Rights certificates will be
distributed and each Right will entitle its holder to purchase one share of
Common Stock for an exercise price of $60.00.
Upon announcement that any person or group has become an Acquiring Person
then 10 days thereafter (or such earlier or later date as the Board may
decide) (the "Flip-in Date") each Right (other than Rights beneficially
owned by any Acquiring Person or transferees thereof, which Rights become
void) will entitle its holder to purchase, for the exercise price, a number
of shares of Standard Common Stock having a market value of twice the
exercise price. Also, if after an Acquiring Person controls Standard's
Board of Directors, Standard is involved in a merger or sells more than 50%
of its assets or earning power (or has entered an agreement to do any of
the foregoing) and, in the case of a merger, the Acquiring Person will
receive different treatment than all other shareholders, each Right will
entitle its holder to purchase, for the exercise price, a number of shares
of common stock of the Acquiring Person having a market value of twice the
exercise price. If any person or group acquires between 10% and 50% of
Standard's Common Stock, Standard's Board of Directors may, at its option,
exchange one share of Standard Common Stock for each Right. Holdings of
the Kehaya family will not trigger the Rights.
The Rights may be redeemed by the Board of Directors for $0.01 per Right
prior to the Flip-in Date.
Ery W. Kehaya, Chairman of the Board of Standard, stated that "the Rights
are designed to cause substantial dilution to a person or group that
acquires 10% or more of the Common Stock unless the Rights are first
redeemed by the Board of Directors of the Company. Nevertheless, the
Rights should not interfere with a transaction that is in the best
interests of the Company and its
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shareholders because the Rights can be redeemed prior to a triggering
event.
The Rights Plan does not in any way weaken Standard's financial strength or
interfere with its business plans. The issuance of the Rights has no
dilutive effect, will not affect reported earnings per share, is not
taxable to Standard or its shareholders and will not change the way in
which Standard shares are traded."
A letter to shareholders regarding the Rights Plan and a summary of certain
terms of the Rights Plan will be mailed to shareholders on April 25.
STANDARD COMMERCIAL is one of the world's largest leaf tobacco dealers and
among the top international wool trading companies. It operates in
virtually every tobacco and wool producing nation and sells worldwide to
tobacco manufacturers and wool users.
