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
( ) 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) No fee required
( ) 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 COMMERICIAL LOGO]
STANDARD COMMERCIAL CORPORATION
2201 Miller Road
Wilson, North Carolina 27893
Notice of Annual Meeting of Shareholders
To Be Held August 12, 1997
Dear Shareholder:
You are cordially invited to attend the 1997 Annual Meeting of Shareholders
of Standard Commercial Corporation at the Wilson Country Club off West Nash Road
in Wilson, North Carolina on Tuesday, August 12, 1997 at 12 noon to:
(a) elect three directors;
(b) ratify the appointment of Deloitte & Touche
LLP as the Company's independent auditors for
fiscal 1998; and
(c) transact such other business as may properly come
before the meeting.
Shareholders of record at the close of business on June 16, 1997 will be
entitled to vote at the meeting.
Sincerely,
/s/ ROBERT E. HARRISON
---------------------
Robert E. Harrison
President
June 25, 1997
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 259. 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 12, 1997
------------------------------------
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 16, 1997 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 25, 1997.
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, Henry R. Grunzke, Ery W. Kehaya
and Daniel M. Sullivan, who were elected for three-year terms expiring at this
Annual Meeting, have been nominated for three-year terms expiring at the Annual
Meeting in 2000. Seven of the present directors who were elected for terms
expiring at the Annual Meetings in 1998 and 1999 and will remain in office.
Each shareholder of record at the close of business on June 16, 1997 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>
As of June 11, 1997
Name, Age and Year Principal Occupation -------------------------
First Became Director During Past Five Years Shares Owned % of Class
- --------------------- ----------------------------------- ------------ ----------
<S> <C>
Nominees for Terms Expiring in 2000
Henry R. Grunzke Consultant; and President, International Wool 2,318 *
Age 65, Director 1987 and Textile Organization. Chairman Wool
Division from January to August 1996;
previously Commercial Director
Ery W. Kehaya Chairman Emeritus since August 1996; 2,847,024(1) 22.7%
Age 73, Director 1949 previously Chairman of the Board and
retired Chief Executive Officer
Daniel M. Sullivan Founder and retired Chief Executive Officer, 1,148 *
Age 73, Director 1995 Frost & Sullivan, Inc.; currently Chairman Jim
Hjelms Private Collections, Ltd. and director
of four private companies
Directors Continuing in Office Until 1998
William S. Barrack, Jr. Retired Senior Vice President, Texaco Inc. 2,148(2) *
Age 67, Director 1992 A director of Consolidated Natural Gas Company.
Charles H. Mullen Retired Chairman and Chief Executive Officer, 1,782 *
Age 69, Director 1995 The American Tobacco Company, and
Vice President, American Brands, Inc.
A director of Swisher International Group Inc.
J. Alec G. Murray Chairman of the Board since August 1996; previously 202,006(3) 1.6%
Age 60, Director 1977 President/Vice Chairman and Chief Executive Officer
from January 1991.
</TABLE>
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<PAGE>
<TABLE>
<CAPTION>
As of June 11, 1997
Name, Age and Year Principal Occupation ------------------------
First Became Director During Past Five Years Shares Owned % of Class
- --------------------- ----------------------------------- ------------ ----------
<S> <C>
Directors Continuing in Office Until 1999
Marvin W. Coghill Chairman - Tobacco Division; prior to April 1994, 260,857(4) 2.1%
Age 63, Director 1974 President and Chief Operating Officer
Thomas M. Evins, Jr. Regional Manager - North & Central America Tobacco 107,989(5) 1.1%
Age 57, Director 1992 Operations since Oct 1993; President, WA Adams
Company, a subsidiary acquired in June 1992
Robert E. Harrison President and Chief Executive Officer since 1,210(6) *
Age 43, Director 1995 August 1996 and Chief Financial Officer
since July 1995. Employed in July 1995 as
Senior Vice President; previously employed by
R J Reynolds International in a number of
financial positions primarily in the Far East.
William A. Ziegler Retired partner, Sullivan & Cromwell, attorneys; 5,746 *
Age 72, Director 1985 currently consultant and director and chairman of
executive committee of a private company and a
director of another private company.
</TABLE>
* Less than one percent.
(1) Includes (i) 609,075 shares held by Mr. Kehaya as trustee for the benefit
of his children; (ii) 3,404 shares underlying $100,000 principal amount of
the Company 7 1/4% Convertible Subordinated Debentures held by his wife
assuming conversion thereof at the current conversion price of $29.38 per
share; and (iii) 42,917 shares held by his wife. Excludes 110,459 shares
held by a charitable remainder trust established by Mr. Kehaya as to which
shares he disclaims beneficial ownership.
(2) Includes 550 shares owned by Mr. Barrack's wife.
(3) Includes 11,452 shares owned by Mr. Murray's wife.
(4) Includes 3,208 shares held for Mr. Coghill's account by the trustee of the
Company's 401(k) Savings Plan.
(5) Includes 1,055 shares held for Mr. Evins' account by the trustee of the
Company's 401(k) Savings Plan.
(6) Includes 166 shares held for Mr. Harrison's account by the trustee of the
Company's 401(k) Savings Plan.
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 June 11, 1997 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:
<TABLE>
<CAPTION>
Name and Address Shares Owned % of Class
---------------- ------------ ----------
<S> <C>
Ery W. Kehaya 2,847,024(1) 22.7%
810 Saturn Street
Jupiter, Florida 33477-4456
All directors and officers as a group 3,971,011(2) 31.6%
</TABLE>
(1) See footnote 1 above.
(2) Includes the shares discussed in footnotes (1 - 6) above. Also
includes 542,034 outstanding shares held beneficially by other executive
officers.
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<PAGE>
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 for fiscal year ended
March 31, 1997.
<TABLE>
<CAPTION>
Annual Compensation
-------------------
Fiscal All Other
Name and Principal Position Year Salary Bonus Compensation(1)
--------------------------- --------- ------ ----- ---------------
<S> <C>
Robert E. Harrison(2) 1997 $271,250 $ -0- $2,250
Chief Executive Officer, 1996 142,500 -0- -0-
President and Chief Financial
Officer
J. Alec G. Murray(3) 1997 $218,750 $ -0- $ -0-
Chairman of Board of Directors 1996 350,000 -0- -0-
1995 297,500 -0- -0-
Marvin W. Coghill 1997 $310,000 $ -0- $3,000
Chairman - Tobacco Division 1996 310,000 -0- 3,000
1995 263,500 -0- 3,000
Thomas M. Evins, Jr. - Regional 1997 $200,000 $ -0- $3,000
Manager - North & Central 1996 185,000 -0- 3,000
America Tobacco Operations 1995 166,500 -0- 3,000
Paul H. Bicque 1997 $164,000 $ -0- $ -0-
Managing Director 1996 142,100 -0- -0-
- Wool Division 1995 110,200 -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 ($9,500 in calendar 1997)
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) Mr. Harrison was elected President, Chief Executive Officer and Chief
Financial Officer on August 13, 1996; from July 1995 to August 1996 he was
Senior Vice President and Chief Financial Officer.
(3) Mr. Murray was elected Chairman of the Board of Directors on August 13,
1996; prior thereto he was President and Chief Executive Officer.
Employment Agreement
In March 1997, the Company entered into a three-year Employment Agreement
with Robert E. Harrison, its President, Chief Executive Officer and Chief
Financial Officer. The agreement provides for a current base salary of $350,000
per year, annual cash bonuses upon achievement of performance goals, as
determined by the Compensation Committee of the Board of Directors of the
Company, and other employee benefits. In addition, the agreement, which was
ratified by the Board of Directors on April 14, 1997, provides for the grant to
Mr. Harrison of nonqualified options to purchase 100,000 shares of Common Stock
of the Company at an exercise price equal to the fair market value as of the
date of the grant. These options will become exercisable, based on Mr.
Harrison's continued employment with the Company, in equal annual installments
over a three-year period. Mr. Harrison's employment agreement is renewable for
successive two-year periods after its initial three-year term. The agreement
also contains a covenant by Mr. Harrison not to compete with the Company until
one year after his termination, except if he is terminated by the Company
without cause. The agreement also provides that in the event Mr. Harrison's
employment is terminated by the Company without cause he shall receive
termination pay in a lump sum equal to two years' base salary and one year's
bonus.
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<PAGE>
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 $125,000 in calendar 1997 ($120,000
in 1995 and 1996).
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 1997 under the above Plans for specified
levels of compensation and years of service computed as a straight-life annuity
at age 65.
<TABLE>
<CAPTION>
Years of Credited Service at Age 65
--------------------------------------------------------
Average
Compensation 15 20 25 30 35 40
---------------------------------------------------------------------------------------
<S> <C>
$100,000 $21,900 $ 29,200 $ 36,500 $ 43,800 $ 49,800 $ 53,600
150,000 34,300 45,700 57,100 68,500 78,100 83,700
200,000 46,600 62,200 77,700 93,300 106,300 113,800
250,000 59,000 78,700 98,400 118,000 134,600 144,000
300,000 71,400 95,200 119,000 142,800 162,800 174,100
350,000 83,800 111,700 139,600 167,500 191,100 204,200
400,000 96,100 128,200 160,200 192,300 219,300 234,300
</TABLE>
As of March 31, 1997, Messrs. Murray, Coghill, Evins and Bicque had 32, 39,
1 and 5 years of service, respectively, for pension purposes. The pensionable
compensation covered by the U.S. and foreign retirement plans in 1997, 1996 and
1995 for each executive officer listed in the Summary Compensation Table is
equal to the "salary" amount shown in the Table. Mr. Harrison became a
participant in the U.S. Pension and Supplemental Retirement Plans on July 1,
1996.
Foreign pension plans use different formulae than the one used in preparing
the above table. At March 31, 1997, Messrs. Murray and Bicque had accrued annual
benefits payable at age 65 of $242,200 and $23,400, respectively.
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, a Nominating Committee and a Finance
Committee.
The Executive Committee consists of J. Alec G. Murray, Marvin W.
Coghill and Robert E. Harrison. This committee meets on call and has
authority to act on most matters during the intervals between Board
meetings. During the last fiscal year, the committee acted on various matters by
unanimous written consents.
The Audit Committee, which met four times during the last fiscal year,
consists of William S. Barrack, Jr., Charles H. Mullen, Daniel M. Sullivan and
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<PAGE>
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 seven times during the last fiscal
year, consists of William A. Ziegler, William S. Barrack, Jr., Charles H.
Mullen and Daniel M. Sullivan. 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, Robert E. Harrison, Charles H.
Mullen 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.
Subsequent to the end of fiscal 1997 the Board established a Finance
Committee, comprising Daniel M. Sullivan, William S. Barrack, Jr., Robert E.
Harrison, Charles H. Mullen and William A. Ziegler. This committee is
primarily concerned with monitoring the financial condition of the Company
and recommendations with respect to financial planning and policies.
The Board of Directors held six meetings during the last fiscal year. Each
director was present at 75% or more of the meetings of the Board and its
committees on which the director served.
SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING 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 1997.
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.
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 in fiscal 1997.
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
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<PAGE>
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 net assets. No awards are made on account of a
year in which return on net assets is not at least equal to a threshold figure.
The Committee establishes a target return on net assets 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 in fiscal 1997.
Chief Executive Officer's Compensation
In determining Mr. Murray's and Mr. Harrison's base salaries for the period
served as Chief Executive Officer, 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 their base
salaries and those of the executive officers reporting to him.
Although no executive officer of the Company received compensation in
fiscal 1997 in excess of the $1 million deductibility 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.
Compensation Committee Interlocks and Insider Participation
The members of the Compensation Committee are currently William A.
Ziegler, William S. Barrack, Jr., Charles H. Mullen and Daniel M. Sullivan.
Messrs. Ziegler, Barrack, Mullen and Sullivan were not at any time during
the fiscal year ended March 31, 1997 or at any other time an officer or
employee of the Company. No executive officer of the Company serves as a
member of the Board of Directors or Compensation Committee of any entity
which has one or more executive officers serving as a member of the
Company's Board of Directors or Compensation Committee.
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 Peer Group Index (PGI) (as defined below) for the
last five fiscal years ending March 31, 1997. The comparison assumes a $100
investment on March 31, 1992 in (1) Standard Commercial Common Stock, (2) the
Standard & Poor's 500 Index and (3) the PGI, and shows in each case the change
in stock price and dividends paid (assuming dividend reinvestment) over the
ensuing five years.
[graph]
<TABLE>
<CAPTION>
- -----------------------------------------------------------------------------------------------------------------
FYE March 31 1992 1993 1994 1995 1996 1997
- -----------------------------------------------------------------------------------------------------------------
<S> <C>
Standard $100 $ 91 $ 56 $ 49 $ 35 $ 72
S&P 500 $100 $ 115 $ 117 $ 135 $ 179 $ 214
Peer Group $100 $ 109 $ 70 $ 81 $ 104 $ 131
</TABLE>
NOTE: The past performance shown in the graph above is not necessarily
indicative of future performance.
-6-
<PAGE>
The PGI combines the weighted total return, based on the average month-end
market capitalization, of the other two leaf tobacco dealers (DiMon Incorporated
and Universal Corporation) publicly traded in the United States. Forstmann & Co,
which previously was included in the PGI as being representative of the wool
industry, has been dropped. Forstmann is no longer publicly traded and related
performance data are not available.
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.
VOTING RIGHTS AND PROXY
On June 11, 1997, the Company had outstanding 12,558,796 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 three 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 1998.
INDEPENDENT PUBLIC ACCOUNTANTS
The firm of Deloitte & Touche LLP audited the financial statements of the
Company in 1997 and, subject to shareholder ratification, the Board of Directors
has reappointed this firm as the Company's Independent Public Accountants for
fiscal 1998. 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 1998 Annual
Meeting of Shareholders must be received by the Company before February 25,
1998. 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 25, 1997 Secretary
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*************************************************************************
STANDARD COMMERCIAL CORPORATION
PROXY SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned hereby appoints Guy M. Ross 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 12, 1997 and at any adjournments
thereof.
(1) ELECTION OF DIRECTORS: [ ] FOR all nominees listed below [ ] VOTE WITHHELD
(INSTRUCTION: TO WITHHOLD VOTE FOR INDIVIDUAL NOMINEE(S), STRIKE A LINE
THROUGH THE NAME(S) IN THE LIST BELOW.)
Three-year terms expiring in 2000: Henry R. Grunzke, Ery W. Kehaya and
Daniel M. Sullivan
(2) Ratification of the appointment of Deloitte & Touche LLP as the Company's
independent auditors for fiscal 1998.
[ ] 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--------------------------,1997
-----------------------------------
[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.
