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