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 ( ) Confidential, for Use of the
Commission Only (as permitted
by Rule 14a-6(e)(2))
(X) Definitive Proxy Statement
(X) Definitive Additional Materials
( ) Soliciting Material Pursuant to Section 240.14a-11(c) or Section 240.14a-12
Standard Commercial Corporation
(Name of Registrant as Specified in its Charter)
(Name of Person(s) Filing Proxy Statement, if other than Registrant)
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(i)(2) or
Item 22(a)(2) of Schedule 14A.
( ) $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 (Set forth the amount on which the
filing fee is calculated and state how it was determined):
4) Proposed maximum aggregate value of transaction:
5) Total fee paid:
( ) Fee paid previously with preliminary materials.
( ) 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:
<PAGE>
[Standard Logo]
STANDARD COMMERCIAL CORPORATION
2201 Miller Road
Wilson, North Carolina 27893
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD AUGUST 8, 1995
Dear Shareholder:
You are cordially invited to attend the 1995 Annual Meeting of Shareholders
of Standard Commercial Corporation at the Wilson Country Club off West Nash Road
in Wilson, North Carolina on Tuesday, August 8, 1995 at 12 noon to:
(a) elect four directors;
(b) ratify the appointment of Deloitte & Touche, LLP as the Company's
independent auditors for fiscal 1996; and
(c) transact such other business as may properly come before the
meeting.
Shareholders of record at the close of business on June 12, 1995 will be
entitled to vote at the meeting.
Sincerely,
J. ALEC G. MURRAY
President
June 29, 1995
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.
STANDARD COMMERCIAL CORPORATION
PROXY STATEMENT
ANNUAL MEETING OF SHAREHOLDERS
AUGUST 8, 1995
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 12, 1995 will be
entitled to vote at the meeting or any adjournments thereof. It is expected that
proxy material will be mailed on or about June 29, 1995.
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, William S Barrack, Jr and
J Alec G Murray, who were elected for three-year terms expiring at this Annual
Meeting, and Charles H Mullen, who was elected by the directors in June 1995,
have been nominated for three- year terms expiring at the Annual Meeting in
1998. One of the present directors, Daniel M Sullivan, who was elected by the
directors in June 1995 has been nominated for the remainder of a term expiring
at the Annual Meeting in 1997. Five of the present directors were elected for
three-year terms expiring at the Annual Meetings in 1996 and 1997 and will
remain in office.
Each shareholder of record at the close of business on June 12, 1995 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.
<TABLE>
<CAPTION>
NAME, AGE AND YEAR PRINCIPAL OCCUPATION AS OF MAY 31, 1995
FIRST BECAME DIRECTOR DURING PAST FIVE YEARS SHARES OWNED % OF CLASS
<S> <C> <C> <C>
NOMINEES FOR TERMS EXPIRING IN 1998
William S. Barrack, Jr. Retired; former Senior Vice President, Texaco Inc., 1,039(1) *
Age 65, Director 1992 and director, Caltex Petroleum Corporation;
director, Consolidated Natural Gas Company and
International Executive Service Corps; and Board
of Visitors, University of Pittsburgh
Charles H. Mullen Retired; former Chairman and Chief Executive 200 *
Age 67, Director 1995 Officer, The American Tobacco Company, and Vice
President and director, American Brands, Inc.
J. Alec G. Murray President since April 1994 and Chief Executive 186,560(2) 2.1%
Age 58, Director 1977 Officer since January 1991; previously served as
Vice Chairman, Executive Vice President and
Chief Financial Officer, and Chairman -
Wool Division
NOMINEE FOR TERM EXPIRING IN 1997
Daniel M. Sullivan Retired; founder and former Chief Executive Officer, -
Age 71, Director 1995 Frost & Sullivan, Inc.; currently Chairman Jim Hjelms
Private Collections, Ltd. and director of four
private companies
DIRECTORS CONTINUING IN OFFICE UNTIL 1996
Marvin W. Coghill Chairman of Tobacco Division; prior to April 1994, 380,944(3) 4.3%
Age 61, Director 1974 President and Chief Operating Officer
William A. Ziegler Formerly partner and presently consultant, 3,379 *
Age 70, Director 1985 Sullivan & Cromwell, attorneys
Thomas M. Evins, Jr. Regional Manager - North & Central America Tobacco 99,253(4) 1.1%
Age 55, Director 1992 Operations since Oct 1993; President, WA Adams
Company, a subsidiary acquired in June 1992
DIRECTORS CONTINUING IN OFFICE UNTIL 1997
Henry R. Grunzke Commercial Director - Wool Division 1,190 *
Age 63, Director 1987
Ery W. Kehaya Chairman of the Board and
Age 71, Director 1949 retired Chief Executive Officer 2,756,662(5) 31.4%
</TABLE>
* Less than one percent.
(1) Includes 510 shares owned by his wife.
(2) Includes 10,580 shares owned by his wife.
(3) Includes 819 shares owned by his wife and 2,483 shares held for his account
by trustee of 401(k) Savings Plan.
(4) Includes 497 shares held for his account by trustee of 401(k) Savings Plan.
(5) Excludes 102,010 shares in a charitable remainder trust but, includes 50,576
shares owned by his wife and 568,829 shares (6.5%) held by Mr. Kehaya as
trustee for his children as to which he disclaims beneficial ownership.
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 and Mark W.
Kehaya, Vice Presidents of the Company.
PRINCIPAL SHAREHOLDERS
The following table sets forth at May 31, 1995 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
Ery W. Kehaya 2,756,662(1) 31.4%
810 Saturn Street
Jupiter, Florida 33477-4456
Wellington Management Company 479,997(2) 5.5%
Boston, Massachusetts 02109
DIMON Incorporated 866,370 9.9%
512 Bridge Street
Danville, Virginia 23212
All directors and officers as a group 3,913,314(3) 44.6%
(1) Includes 50,576 shares owned by spouse and 568,829 shares (6.5%) held by Mr.
Kehaya as trustee for his children. Does not include 102,010 shares in
charitable remainder trust created by Mr. Kehaya.
(2) The shares, including equivalents issuable upon conversion of 7 1/4%
Convertible Subordinated Debentures due 2007, are owned by investment
counseling clients of Wellington Management Company, which has shared voting
or dispositive power.
(3) Includes 4,827 shares held by trustee of 401(k) Savings Plan, 67,837 shares
owned by spouses and 595,600 shares (6.8%) held in trust or as a custodian
for children.
EXECUTIVE COMPENSATION
SUMMARY COMPENSATION TABLE
The following table sets forth information concerning compensation of the
Chief Executive Officer and the other four most highly compensated executive
officers of the Company for services in all capacities as of fiscal year ended
March 31, 1995.
<TABLE>
<CAPTION>
Annual Compensation Long-Term Compensation
Fiscal All Other Restricted Stock
Name and Principal Position Year Salary Bonus Compensation(1) Awards(2)
<S> <C> <C> <C> <C> <C>
J. Alec G. Murray 1995 $297,500 $ -0- $ -0- $ -0-
President and 1994 350,000 -0- -0- 20,260
Chief Executive Officer 1993 340,000 55,000 -0- -0-
Marvin W. Coghill 1995 $263,500 $ -0- $ 3,000 $ -0-
Chairman - Tobacco Division 1994 310,000 -0- 4,700 19,080
1993 300,000 45,000 4,400 -0-
Anthony A.D. Arrowsmith 1995 $174,700(3) $ -0- $ -0- $ -0-
Former Sr Vice President and 1994 224,200 -0- -0- 12,900
Chief Financial Officer 1993 201,300 45,200 -0- -0-
Thomas M. Evins Jr. - Regional 1995 $166,500 $ -0- $ 3,000 $ -0-
Manager - North & Central 1994 185,000 -0- 3,700 11,490
America Tobacco Operations 1993 141,700(4) 30,000 1,700 -0-
J. Anthony Johnston 1995 $171,100 $ -0- $ -0- $ -0-
Chairman - Wool Division 1994 173,400 -0- -0- 6,280
1993 177,100 15,100 -0- -0-
</TABLE>
(1) Employer contributions under the Company's 401(k) Savings Incentive Plan.
Eligible employees in the United States may contribute the lesser of 18% of
recognizable compensation or the maximum amount ($9,240 in calendar 1995)
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.
(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.
(3) By mutual agreement, Mr. Arrowsmith resigned from the Company effective
January 31, 1995. In addition to annual compensation above, he received a
severance payment of $291,150.
(4) Became employee June 1, 1992 upon acquisition of W. A. Adams Company. At
March 31, 1993 his salary was at the rate of $170,000 per annum.
The number and dollar values of restricted shares held at March 31, 1995 by
the persons named in the table were as follows: Mr. Murray - 1320 shares
($17,655); Mr. Coghill - 1243 shares ($16,625); Mr. Arrowsmith - 840 shares
($11,235); Mr. Evins Jr. - 748 shares ($10,005); and Mr. Johnston - 409 shares
($5,470). Each recipient of restricted stock has all the rights, including
voting and dividends, of other shareholders, subject to certain restrictions and
forfeiture provisions.
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 $120,000 in 1995.
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 1995 under the above Plans for specified
levels of compensation and years of service computed as a straight-life annuity
at age 65.
Average Years of Credited Service at Age 65
Compensation 15 20 25 30 35 40
$100,000 $23,300 $31,100 $34,900 $46,700 $53,200 $56,900
150,000 36,500 48,600 60,800 72,900 83,200 88,800
200,000 49,600 66,100 82,600 99,200 113,200 120,700
250,000 62,700 83,600 104,500 125,400 143,200 152,600
300,000 75,800 101,100 126,400 151,700 173,200 184,400
350,000 89,000 118,600 148,300 177,900 203,200 216,300
400,000 102,100 136,100 170,100 204,200 233,200 248,200
There is a noncontributory pension plan in the United Kingdom which provides
benefits generally similar to the United States Plan described above. Messrs.
Murray and Johnston are members of the UK plan.
As of March 31, 1995, for pension calculation purposes, Messrs. Murray,
Coghill and Johnston had 26, 37 and 3 years of Credited Service, respectively.
The compensation covered by the Retirement Plans in 1995, 1994 and 1993 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.
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.
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 and Marvin W. Coghill.
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 five times during the last fiscal year,
consists of William S. Barrack, Jr., Charles H. Mullen, Daniel M. Sullivan and
William A. Ziegler, none of whom have been employees of the Company. This
committee is primarily concerned with assisting the Board in fulfilling its
fiduciary responsibilities relating to accounting policies and auditing and
reporting practices, and assuring the independence of the Company's public
accountants, the integrity of management and the adequacy of disclosure to
shareholders. 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 William A. Ziegler, William S. Barrack, Jr., Charles H. Mullen
and Daniel M. Sullivan. No current officer of the Company serves on the
Committee and there are no interlocking relationships. This committee is
primarily concerned with administering the Performance Improvement Compensation
Plan, determining compensation of officers and oversight of the Company's
pension plans.
The Nominating Committee, which met four times during the last fiscal year,
consists of William A. Ziegler, Marvin W. Coghill and J. Alec G. Murray. 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 eight 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.
SECTION 16 COMPLIANCE
The rules of the Securities and Exchange Commission require disclosure of
late Section 16 filings by directors and executive officers. To the best of the
Company's knowledge and belief, there were no late filings during fiscal 1995.
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, plus a fee of $750 for each meeting of the Board and
$250 for each Committee meeting attended. On retirement after at least five
years service as a nonemployee Director, they receive annually for the number of
years equaling their years of service as a nonemployee director one half the
retainer in effect at the time of retirement. In addition to director's
compensation, Mr. Kehaya receives $35,000 per annum for serving as Chairman of
the Board.
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 profitability of the Company.
Compensation paid comparable executive officers by competitors is taken into
account, along with performance of the Company and 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 Company and 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. No cash bonuses were paid for fiscal 1994.
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. 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. No restricted shares were awarded for fiscal 1994.
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.
Although no executive officer of the Company received compensation in fiscal
1995 in excess of the $1 million deductability threshold established by Section
162(m) of the Internal Revenue Code, the Committee will continue to consider the
deductibility and performance-based compensation issues raised by Section
162(m).
This report has been provided by the Compensation Committee: William A.
Ziegler, Chairman, William S. Barrack, Jr., Charles H. Mullen and Daniel M.
Sullivan.
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, 1995. The comparison assumes a $100
investment on March 31, 1990 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.
(PERFORMANCE GRAPH APPEARS HERE)
1990 1991 1992 1993 1994 1995
Standard Commercial $100 $127 $280 $255 $156 $138
S&P 500 $100 $114 $127 $146 $149 $172
Composite Group $100 $104 $177 $178 $152 $137
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. Effective April 1, 1995 Dibrell and
Monk-Austin merged to become DIMON Incorporated.
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.
TRANSACTIONS WITH MANAGEMENT
Commencing in the latter part of 1994, the Company was engaged in
negotiations to restructure its worldwide revolving credit facilities.
Completion of these negotiations required changes in certain provisions of the
Senior Note Agreements dated July 1, 1988, as amended. However, the insurance
companies holding the promissory notes ("Senior Notes") issued pursuant to the
Senior Note Agreements were unwilling to make the necessary changes and the
Company was not in a position to repay the balance due upon these notes.
To enable the Company to complete its credit restructuring, Ery W. Kehaya,
Chairman of the Board, agreed to purchase the Senior Notes, delete a number of
restrictions imposed upon the Company by the Senior Note Agreements and release
certain collateral for credit facilities in the United States and Europe.
Mr. Kehaya purchased the Senior Notes for $3,668,000, which represented the
existing principal outstanding and the Company is now obligated to him in that
amount. Mr. Kehaya agreed to amend and extend the Senior Notes so that the
Company will be able to repay them in fourteen quarterly installments commencing
December 31, 1995. The amount of each installment will be the same as the
installment of principal Mr. Kehaya must pay NationsBank N.A. (Carolinas) in
repayment of the monies he borrowed to purchase the Senior Notes. Interest on
the Senior Notes is now at the same rate as the interest payable by Mr. Kehaya
to NationsBank.
VOTING RIGHTS AND PROXY
On May 31, 1995, the Company had outstanding 8,768,557 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 of votes cast with respect to a particular matter, only those cast "For"
or "Against" are included. Abstentions and votes withheld, as well as broker
nonvotes will be counted only in determining the presence of a quorum.
Unless a shareholder specifies otherwise in a proxy, it will be voted FOR
the election as director of the four nominees listed under the caption "Election
of Directors" herein and FOR approval of the appointment of Deloitte & Touche,
LLP as the Company's independent auditors for fiscal 1996.
INDEPENDENT PUBLIC ACCOUNTANTS
The firm of Deloitte & Touche, LLP audited the financial statements of the
Company in 1995 and, subject to shareholder ratification, the Board of Directors
has reappointed this firm as the Company's Independent Public Accountants for
fiscal 1996. Representatives of Deloitte & Touche, LLP 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 1996 Annual
Meeting of Shareholders must be received by the Company before March 1, 1996.
In addition, the Company's Bylaws require that shareholders give advance notice
and furnish certain information to the Company in order to bring a matter of
business before an annual meeting or to nominate a person for election as a
director.
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
June 29, 1995 Secretary
<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 8, 1995 and at any adjournments
thereof.
(1) ELECTION OF DIRECTORS: [] FOR all nominees listed below [] VOTE WITHHOLD
(INSTRUCTION: TO WITHHOLD VOTE FOR INDIVIDUAL NOMINEE(S), STRIKE A LINE
THROUGH THE NAME(S) IN THE LIST BELOW.)
Three-year terms expiring in 1998: William S. Barrack, Jr., Charles H.
Mullen and J. Alec G. Murray
Two-year term expiring in 1997: Daniel M. Sullivan
(2) Ratification of the appointment of Deloitte & Touche as the Company's
independent auditors for fiscal 1996.
[] FOR [] AGAINST [] ABSTAIN
(3) 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 the 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 ___________________, 1995
[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.
