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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
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Washington, D.C. 20549
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Amendment No. 1 to
SCHEDULE 13D
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(Rule 13d-101)
Under the Securities Exchange Act of 1934
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DIMON INCORPORATED
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(Name of Issuer)
Common Stock, No Par Value Per Share
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(Title of Class of Securities)
254394 10 9
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(CUSIP Number)
Folium Inc.
c/o Maitland & Co.
35 Rue la Boetie
Paris, France 75008
011-33-1-538-91120
Attention: Steven Georgala
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(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
Copy to:
John D. Capers, Jr.
King & Spalding
191 Peachtree Street, N.E.
Atlanta, Georgia 30303
September 26, 1997
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(Date of Event Which Requires
Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to
report the acquisition which is the subject of this Schedule 13D, and is
filing this schedule because of Rule 13d-1(b)(3) or (4), check the following
box: [ ]
(continued on following pages)
(Page 1 of 5 pages)
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CUSIP No. 254394 10 9 13D
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1 NAME OF REPORTING PERSONS
Folium Inc.
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [ ]
(b) [ ]
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3 SEC USE ONLY
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4 SOURCE OF FUNDS*
Not applicable
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEM 2(d) or 2(e)
[ ]
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
British Virgin Islands
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7 SOLE VOTING POWER 3,630,320
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NUMBER OF
SHARES 8 SHARED VOTING POWER -0-
BENEFICIALLY
OWNED BY --------------------------------------------------
EACH
REPORTING 9 SOLE DISPOSITIVE POWER 3,630,320
PERSON WITH --------------------------------------------------
10 SHARED DISPOSITIVE POWER -0-
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,630,320
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES*
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
7.5%(1)
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14 TYPE OF REPORTING PERSON*
CO
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(1) Assumes a total of 48,599,051 shares outstanding which represents
44,211,969 outstanding as of June 30, 1997 and 4,286,702 that may be issued
upon conversion of the security reference in Item 5.
(Page 2 of 5 pages)
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STATEMENT PURSUANT TO RULE 13d-1
OF THE
GENERAL RULES AND REGULATIONS
UNDER THE
SECURITIES EXCHANGE ACT OF 1934
Item 1. Security and Issuer
The class of equity securities to which this Statement on Schedule 13D
relates is the Common Stock, no par value per share (the "Common Stock"), of
DIMON Incorporated (the "Issuer"), a Virginia corporation, with its principal
executive offices located at 512 Bridge Street, Danville, Virginia 24543-0681.
Item 2. Identity and Background
The name of the entity filing this Schedule 13D is Folium Inc., a
British Virgin Islands corporation. The primary business of Folium Inc. is
holding investments. Its business address is c/o Maitland & Co., 35 Rue la
Boetie, Paris, France 75008.
(d)-(e)
None of the entities or persons identified in this Item 2 has, during
the last five years, been convicted in a criminal proceeding (excluding traffic
violations or similar misdemeanors).
None of the entities or persons identified in this Item 2 has, during
the last five years, been a party to a civil proceeding of a judicial or
administrative body of competent jurisdiction and as a result of such
proceeding was or is subject to a judgment, decree or final order enjoining
future violations of, or prohibiting or mandating activities subject to,
Federal or State securities laws or finding any violation with respect to such
laws.
Item 3. Source and Amount of Funds or Other Consideration.
Not applicable.
(Page 3 of 5 pages)
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Item 4. Purpose of Transaction.
The Reporting Person acquired and continues to hold the Common Stock
reported herein for investment purposes. The Reporting Person has no plans or
proposals relating to any matters specified in paragraphs (a) through (j) of
Item 4 of Schedule 13D. However, the Reporting Person reserves the right to
adopt such plans or proposals in the future, subject to applicable regulatory
requirements.
Item 5. Interest in Securities of the Issuer.
(a) Folium Inc. may be deemed to be the beneficial owner (as that
term is defined in Rule 13d-3 under the Act) of 3,630,320 shares of Common
Stock, which constitutes 7.5% of the outstanding shares of the Common Stock.
Of those shares, 2,803,908 may be acquired by the Reporting
Person upon conversion of $80,668,440 principal amount of DIMON Incorporated
6.25% Convertible Subordinated Debentures (the "Debentures") at a price of
$28.77 per share. The Debentures are convertible immediately and thus are
included in the amount of Shares pursuant to Rule 13d-3(d)(1).
(b) Except as described in this Item 5(c), no transactions in the
shares of Common Stock have been effected by the Reporting Person during the
past 60 days. The decrease in shares beneficially owned is the result of a
cancellation of $12,671,560 principal amount of Debentures in connection with a
purchase price adjustment in the sale of Intabex Holdings Worldwide S.A. to the
Issuer.
(c) No other person is known to have the right to receive or the
power to direct the receipt of dividends from, or the proceeds from the sale
of, the securities described above.
(d) Not applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect
to Securities of the Issuer.
There are no contracts, arrangements, understandings or relationships
with respect to the shares of the Common Stock owned by the Reporting Person.
Item 7. Material to be filed as Exhibits.
None.
(Page 4 of 5 pages)
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SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
Dated: September 29, 1997
FOLIUM INC.
By:
/s/ Steven Georgala
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Name: Steven Georgala
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Title: Director
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(Page 5 of 5 pages)
