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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
FOR THE FISCAL YEAR ENDED MARCH 31, 1995
COMMISSION FILE NUMBER 1-9875
[Standard Logo Here]
STANDARD COMMERCIAL CORPORATION
Incorporated under the laws of I.R.S Employer
North Carolina Identification No. 13-1337610
2201 MILLER ROAD, WILSON, NORTH CAROLINA 27893
TELEPHONE NUMBER (919) 291-5507
SECURITIES REGISTERED PURSUANT TO SECTION 12(B) OF THE ACT:
TITLE OF EACH CLASS NAME OF EACH EXCHANGE ON WHICH REGISTERED
COMMON STOCK, $0.20 PAR VALUE NEW YORK STOCK EXCHANGE
7 1/4% CONVERTIBLE SUBORDINATED DEBENTURES DUE 2007 NEW YORK STOCK EXCHANGE
SECURITIES REGISTERED PURSUANT TO SECTION 12(G) OF THE ACT: NONE
INDICATE BY CHECK MARK WHETHER REGISTRANT (1) HAS FILED ALL REPORTS REQUIRED TO
BE FILED BY SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 DURING
THE PRECEDING 12 MONTHS (OR FOR SUCH SHORTER PERIOD THAT REGISTRANT WAS REQUIRED
TO FILE SUCH REPORTS), AND (2) HAS BEEN SUBJECT TO SUCH FILING REQUIREMENTS FOR
THE PAST 90 DAYS. YES X NO
INDICATE BY CHECK MARK IF DISCLOSURE OF DELINQUENT FILERS PURSUANT TO ITEM 405
OF REGULATION S-K IS NOT CONTAINED HEREIN AND WILL NOT BE CONTAINED TO THE BEST
OF REGISTRANT'S KNOWLEDGE IN DEFINITIVE PROXY OR INFORMATION STATEMENTS
INCORPORATED BY REFERENCE IN PART III OF THIS FORM 10-K. [ ]
AGGREGATE MARKET VALUE OF THE VOTING STOCK HELD BY NONAFFILIATES OF THE
REGISTRANT: $69,794,000.
AT MAY 31, 1995 THERE WERE 8,768,557 SHARES OF THE REGISTRANT'S COMMON STOCK
OUTSTANDING.
PORTIONS OF THE REGISTRANT'S (1) ANNUAL REPORT TO SHAREHOLDERS FOR THE YEAR
ENDED MARCH 31, 1995 AND (2) PROXY STATEMENT FOR THE ANNUAL MEETING OF
SHAREHOLDERS TO BE HELD ON AUGUST 8, 1995 ARE INCORPORATED BY REFERENCE INTO
PARTS I, II, III AND IV.
PART I
ITEM 1. BUSINESS.
The Registrant, Standard Commercial Corporation, ("Standard" or "the
Company") is engaged principally in the business of purchasing, processing and
selling leaf tobacco for sale to domestic and foreign manufacturers of
cigarettes and other tobacco products.
From its beginning in 1910 as a small dealer in oriental tobacco, the
Company has expanded through internal growth and acquisitions to become one of
the world's largest leaf tobacco dealers. The Company itself does not
manufacture cigarettes or other consumer tobacco products. For many years prior
to 1978, the Company's operations were conducted almost exclusively outside of
the United States. In fiscal 1995, tobacco operations accounted for 97.7% of
total revenues, and approximately 35.6% of tobacco revenues resulted from sales
by U.S. subsidiaries. The majority of tobacco sales consists of exports from
the country of origin.
Following a policy decision in January 1995 to divest its wool operations as
a part of the Company's strategy to deleverage its balance sheet and to enable
it to redeploy equity back into the tobacco business, the Company entered into
an agreement in principle to sell its entire wool business other than the small
specialty fibre unit to Chargeurs of Paris, France. The effective date of sale
will be as of April 1, 1995 and it is anticipated that the sale will be
completed in August 1995. Consequently, the wool business has been shown as
discontinued operations as described fully in the Management's Discussion and
Analysis of Results of Operations and Financial Condition and Note 2 to the
Notes to Consolidated Financial Statements which are incorporated herein by
reference.
Other than the agreement to sell the wool business there have been no
significant changes in business segments since April 1, 1994. Contributions to
restated gross revenue from businesses other than tobacco for the past three
years have not been material. See "Other Operations and Investments."
The Company's operations are subject to the usual international business
risks, including changing political conditions and currency fluctuations, and
exchange controls and import/export restrictions in some countries. The Company
takes these factors into account in making its business decisions.
TOBACCO OPERATIONS
TRENDS IN TOBACCO CONSUMPTION
In recent years, American-blend cigarettes have gained market share in
several major foreign markets, including Asia (particularly Japan and other
Pacific Rim countries), Europe and the Middle East. In Asia, local
manufacturers have imported increasing quantities of flue-cured and burley
tobacco in order to produce cigarettes to compete with the growing market for
imported American-or light-blend cigarettes. In addition, American-or
light-blend cigarettes have gained market share in Western Europe. In Eastern
Europe, several cigarette manufacturing facilities that were previously
state-owned have been sold to multinational cigarette manufacturers, thereby
creating new opportunities for leaf merchants.
Following a period in 1992 and 1993 of significantly increased consumer
demand for discount or value-priced cigarettes in the United States and certain
other major markets, the U.S. market has stabilized with premium brands having
regained market share. Price competition among cigarette manufacturers has
remained intense, forcing independent leaf tobacco dealers to expand their
ability to obtain less-expensive, foreign-grown tobacco of export quality.
Accordingly, sales of foreign grown tobaccos have increased in relation to sales
of United States tobaccos. The increased demand for light-blend cigarettes and
less expensive tobacco has caused cigarette manufacturers to place greater
reliance on the services of internationally strong leaf tobacco dealers that
have the ability to purchase, process and sell tobacco on a global basis.
While worldwide production of American-or light-blend cigarettes is
increasing as described above, consumption of cigarettes has declined in certain
countries in recent years, especially in the United States and certain other
industrialized countries.
Worldwide cigarette production largely determines the level of demand for
leaf tobacco. In recent years, the consumption of cigarettes has stabilized or
declined in many industrialized nations but has continued to grow in most
developing countries. There has also been increased demand for higher quality
cigarettes in Eastern European countries, Turkey and Russia and the other states
of the former Soviet Union. Reports regarding the alleged harmful effects of
cigarette smoking have been publicized for many years and, together with
restrictions on cigarette advertising and smoking in public places, mandatory
warning statements and increased taxes on tobacco products, have had and
continue to have a negative impact on sales of tobacco products in certain
markets. However, the Company believes that its broad customer base and sources
of supply help to mitigate the effects of declines in consumption in particular
areas of the world, as it has a large amount of business in areas where
consumption is on the rise and with established customers who are catering to
the increasing demand for light-blend cigarettes by consumers in Asia, Europe
and the Middle East.
PURCHASING
The tobacco in which the Company deals is grown in approximately 30
countries. Management believes that its diversity in sources of supply,
combined with a relatively broad customer base, places it in a particularly
strong position worldwide within its industry. The Company relies primarily on
revolving lines of bank credit and internal resources to finance its purchases.
Quite often the tobacco serves as collateral for the credit. The period of
exposure, with some exceptions, generally is limited to a tobacco season lasting
only a few months.
Although most purchases of tobacco are made against specific customer orders
or indications of interest, the Company has from time to time purchased tobacco
for its own inventory when it believed there was a reasonable opportunity to
resell the tobacco at a profit, or when it anticipated its customers' needs
before receiving firm orders or indications of interest. Purchases for
inventory are generally made in foreign markets. The Company rarely purchases
tobacco in the United States without a firm order or indication of interest.
All tobacco purchases are being monitored closely with a goal of reducing the
Company's exposure to price fluctuations and to reducing its costs of carrying
inventory. For the most part, there are no formal contracts between the Company
and its various suppliers of tobacco.
The Company generally employs its own buyers to purchase tobacco on auction
markets, directly from growers and pursuant to marketing agreements with
government monopolies. Tobacco is generally sold in the United States to the
highest bidder at public auction. At present, the greatest amounts of tobacco
purchased by the Company outside the United States come from Argentina, Brazil,
China, Greece, Malawi, Thailand, Turkey and Zimbabwe.
Approximately 60-70% of the Company's tobacco purchases are made against
customer orders or indications of interest. This committed inventory should
normally total approximately $110-$150 million and the carrying costs are
normally reimbursed by the customer. The orders or indications of interest may
be written or oral. Historically, tobacco customers have been extremely
reliable in honoring these commitments, and the Company believes that its
position in respect of its committed tobacco inventories is adequately
protected. By the end of fiscal 1995 the Company's committed tobacco inventory
was $109 million which is consistent with somewhat lower carrying values and a
conscious effort to reduce inventories.
Argentina, Brazil, China, Greece, Turkey and Thailand are major tobacco
producers, but there are no tobacco auctions in these markets. In these
markets, with the exception of Brazil where the Company acts as export agent for
British-American Tobacco Company (BAT), the Company buys tobacco directly from
farmers or agricultural cooperatives in advance of firm orders or indications of
interest although such purchases are usually made with some knowledge of its
customers' requirements. The Company engages in this type of uncommitted
transaction because of the strategic importance of these markets in the tobacco
supply system. In order to serve its customers properly, the Company must have
a presence in these markets. During fiscal 1995 the Company substantially
reduced uncommitted tobacco inventories and its goal is to reduce them further.
The Company's uncommitted inventory at March 31, 1995 of $60 million (excluding
$25 million of unprocessed tobacco and packing material) was at the high end of
the estimated range of $30-$60 million (depending on prevailing market
conditions) needed to conduct normal business operations.
PROCESSING
Tobacco purchased by the Company generally is perishable and must be
processed within a relatively short period of time to prevent deterioration in
quality. Consequently, processing facilities are usually located near the areas
where the tobacco is purchased. Prior to processing, steps are taken to ensure
consistent quality of the tobacco. These steps include regrading and removing
undesirable leaves, dirt and other foreign matter. Most of the tobacco is then
blended and threshed; however, some of it is processed in whole-leaf form.
Threshing involves mechanically separating the stem from the tissue portions of
the leaf, which are called strips, and sieving out small scrap. Considerable
expertise is required to produce strips of large particle size and to minimize
scrap.
Strips and stems are redried and packed separately. Redrying involves
further reducing the natural moisture left in the tobacco after it has been
cured by the growers. The objective is to pack tobacco at safe moisture levels
so that it can be held by the customer in storage for long periods of time.
Quality control checks are continually performed during processing to ensure
that the product meets customer specifications as to yield, particle size,
moisture content and chemistry. Customers are frequently in attendance at the
factory to monitor results while their tobacco is being processed.
Redried tobacco is packed in hogsheads, cartons, cases or bales for storage
and shipment. Packed tobacco generally is transported in the country of origin
by truck or rail, and exports are moved by ocean container vessels or
freighters.
As of the end of fiscal 1995, Standard processed its tobacco in three wholly
owned plants in the United States and 11 other facilities around the world owned
or leased by subsidiaries and affiliates. In addition, Standard has access to
other processing plants in which it has no ownership interest. In all cases,
tobacco processing is under the direct supervision of Company personnel. From
time to time the Company purchases and sells tobacco processed by others.
Modern laboratory facilities are maintained by the Company to assist in
selecting tobacco for purchase and to test tobacco during and after processing.
In addition, Standard does laboratory testing for a number of its customers and
others.
The Company believes that its plants are highly efficient and are adequate
for its purposes. The Company also believes that tobacco throughput could be
increased without major capital expenditures.
SELLING
Standard's customers include most of the world's leading manufacturers of
cigarettes and other consumer tobacco products. These customers are located in
some 85 countries throughout the world. Standard employs its own salesmen, who
travel extensively to visit customers and to attend tobacco markets worldwide
with these customers, and it also uses agents for sales to customers in certain
countries. Sales are made on open account to customers who qualify based on
experience or are made against letters of credit opened by the customer prior to
shipment. Virtually all sales are made in United States dollars. Payment for
most tobacco sold by the Company is received after the tobacco has been
processed and shipped. However, some customers pay the Company before the
tobacco has been processed and shipped.
In fiscal 1995, the Company's five largest customers accounted for
approximately 56% of total sales from continuing operations, of which Philip
Morris Companies, Inc. and Japan Tobacco, Inc. each accounted for more than 10%.
Also, in fiscal 1994, Japan Tobacco and Philip Morris Companies each accounted
for more than 10% of the Company's total restated sales. BAT was the Company's
largest customer in fiscal 1993, and accounted for more than 10% of total
restated sales.
Although there are no formal purchase contracts with any of these customers,
the Company has done business with most of them for many years. In the unlikely
event that the Company were to lose two or more of its larger customers, it
could have a material adverse effect on the Company's business.
At March 31, 1995 and 1994, the Company had outstanding orders of
approximately $109 million and $170 million, respectively, for tobacco in
inventory.
REGULATION
Reports with respect to the allegedly harmful physical effects of cigarette
smoking have been publicized for many years and, together with restrictions on
cigarette advertisements, requirements that warning statements be placed on
cigarette packaging and in advertising, increased taxes on tobacco products and
controls in certain countries on imports, production and prices, have had and
continue to have an adverse impact on sales of tobacco products in many world
markets. In addition, litigation is pending against some of the leading United
States manufacturers of consumer tobacco products seeking damages for health
problems alleged to have resulted from the use of tobacco in various forms. It
is not possible to predict the outcome of such litigation or what effect adverse
developments in pending or future litigation against manufacturers might have on
the business of the Company.
Although the consumption of cigarettes has decreased in the United States
and some other countries in recent years, cigarette consumption in many
countries to which the Company makes considerable sales has increased during the
same period. In addition, the consumption of American-or light-blend
cigarettes has increased in both Western and Eastern Europe, even though total
cigarette consumption has not. Exports of cigarettes from the United States
have increased significantly in recent years as well. The Company believes that
any materially adverse effect on its business from a significant decrease in
consumption in any area in which it does business will be reduced by its
worldwide customer base though it is impossible to predict the extent to which
any such decrease will affect the Company's business. In addition, governments
in many countries continue to raise the excise tax on cigarettes and other
tobacco products.
During fiscal 1995 import quotas were introduced in the United States to aid
domestic producers of tobacco. This action coincided with the elimination of
the domestic content law enacted in the United States in July 1993 (effective
January 1, 1994) which was determined to be in violation of GATT. While in
effect, the domestic content law dramatically reduced the demand for tobaccos
grown outside of the United States and contributed to the decline in world
tobacco prices in 1993. Since foreign tobacco tends to be considerably cheaper
than tobacco grown in the United States, this law resulted in a significant cost
to domestic cigarette producers. It also disrupted the existing supply and
demand balance and resulted in an oversupply of foreign tobacco in the world.
In addition, there were several proposals before Congress to increase the
federal excise tax imposed on a pack of cigarettes as much as $2.00 per pack.
The likelihood of a tax increase of this magnitude in the near term now appears
remote.
COMPETITION
Competition among independent leaf tobacco dealers is based primarily on the
price charged for products and services, the ability to meet customer demands
and specifications in sourcing, purchasing, blending, processing and financing
tobacco and the ability to develop and maintain long-standing customer
relationships by demonstrating a knowledge of customer preferences and
requirements. Although most of the Company's principal customers also purchase
tobacco from the Company's major competitors, the Company's relationships with
its largest customers span many years and the Company believes that it has the
personnel, expertise, facilities and technology to remain successful in the
industry.
Competition for purchasing tobacco varies depending on the market involved.
Normally, there are from six to eight buyers at each of the United States
flue-cured and burley auctions, representing both leaf tobacco dealers and
buying staffs of certain cigarette manufacturers. The number of competitors in
foreign markets varies from country to country, but there is competition in all
areas to purchase the available tobacco. Among independent leaf tobacco
dealers, the principal competitors are Universal Corporation, DIMON Incorporated
(formed by the April 1, 1995 merger of Dibrell and Monk-Austin) and Intabex
Services Ltd. Of the independent leaf tobacco dealers, the Company believes it
ranks third in worldwide market share.
SEASONALITY
The Company's tobacco business is dependent on agricultural cycles and is
seasonal in nature. For example, the Company purchases flue-cured tobacco grown
in the United States during the five-month period beginning in July and ending
in November, while burley tobacco grown in the United States is purchased from
late November until January or February. Tobacco in Brazil is purchased from
January through May. Tobacco in Malawi and Zimbabwe is purchased from April
through October. Other markets around the world last for similar periods at
varying times of the year. Accordingly, while the leaf tobacco business is
seasonal in any given region and such seasonality may impact the Company's
quarterly results of operations, the global nature of the Company's business
enables it to be involved in purchasing, processing and selling tobacco
throughout the year and reduces the overall effect of seasonality on the
Company's business.
The processing cycle for leaf tobacco is relatively short. Processing is
conducted throughout the tobacco purchasing season and is usually complete
within two to three months following purchase of the tobacco. Consequently, the
components of the Company's working capital relating to purchasing, processing
and selling leaf tobacco (for example, tobacco inventory, advances to suppliers
and current liabilities such as seasonal lines of credit and accounts payable)
reach their peak in the second and third fiscal quarters and accounts
receivable, revenues and operating income peak in the third and fourth fiscal
quarters. The Company customarily invoices tobacco when it is delivered in
accordance with the terms of the contract. Therefore, tobacco inventory will
vary from quarter to quarter depending on fluctuations in shipping schedules and
the seasonality of the Company's business.
OTHER OPERATIONS AND INVESTMENTS
The Company is engaged in several other smaller activities: Carolina Home
Center, a wholesale/retail building materials and home supply center located in
Wilson, North Carolina; and Bela Duty Free Import-Export (89% owned), which is
the principal supplier of goods to 50 duty free shops (in which it has interests
from 25% to 50%) catering to cross-border travelers in Eastern Europe.
EMPLOYEES
At March 31, 1995, the Company had a total of approximately 2,005 full-time
employees (including approximately 495 in the United States) and approximately
2,595 employed by affiliated tobacco companies. Of the Company's full-time
employees, approximately 1,275 are in the tobacco business, approximately 690
are in the wool business and approximately 40 have duties relating to other
operations. The tobacco business typically employs an additional 7,000 to 7,700
part-time employees during peak production periods.
The Company's principal subsidiary in the United States has a collective
bargaining agreement with a union covering the majority of its hourly employees,
many of whom are seasonal. The agreement expires on May 31, 1996. The Company
believes its relations with employees covered by this agreement are good.
Employees at the French wool plant are also represented by a labor union under
an agreement subject to renewal every December 31. The Company believes that
its relations with its employees in France are good.
GENERAL
The Company does not own any material patents, trademarks, licenses,
franchises or concessions, nor does it engage in any significant research
activity.
Compliance with federal, state and local provisions which have been enacted
or adopted regulating the discharge of materials into the environment or
otherwise relating to the protection of the environment have not had, and are
not anticipated to have, any material effect upon the competitive position of
the Company. The Company has initiated programs to comply with regulations not
being enforced in certain foreign countries concerning effluent control at its
wool mills.
The Company's consolidated operations are conducted mainly by companies
registered in the United States and Europe. Segment information is shown in
Note 19 of the Notes to the Consolidated Financial Statements and is
incorporated herein by reference.
ITEM 2. PROPERTIES.
Standard's principal corporate offices and the headquarters for its United
States tobacco operations are located in Wilson, North Carolina. It also has
administrative offices in Godalming (south of London), England.
The Company generally conducts its tobacco processing operations in
facilities near the area of production in the case of tobacco and near its
customers in the case of wool. In certain places, long-standing arrangements
exist with local companies to process tobacco in their plants under the
supervision of Company personnel.
The Company believes the properties it uses are generally well-maintained
and in good operating condition and are suitable and adequate for the normal
growth of its business.
A current summary showing the principal operating properties owned or leased
(as indicated by *) by the Company or its affiliates is shown below:
AREA
TOBACCO OPERATIONS LOCATION USE (SQUARE FEET)
United States Wilson, N.C. Factory/storage 1,008,000
Oxford, N.C. Factory/storage 624,700
Springfield, Ky. Factory/storage 292,000
Thailand Chiengmai Factory/storage 872,000
Banphai Factory/storage 377,000
Turkey Izmir Factory/storage 431,300
Izmir Storage 204,500*
Greece Alexandria Factory/storage 402,000
Salonica Factory/storage 772,700
Salonica Factory/storage 236,300*
Zimbabwe Harare Factory/storage 565,800*
Harare Storage 233,500
Malawi Limbe Factory/storage 414,000
Lilongwe Factory/storage 776,000
Spain Benavente Factory/storage 206,000
Benavente Storage 132,400*
Coria Buying Center 18,300*
Talayuela Buying Center 21,500
Italy Caserta Factory/storage 800,000*
DISCONTINUED WOOL OPERATIONS
Argentina Buenos Aires Factory/storage 82,500
Australia Fremantle Factory/storage 240,500
Chile Punta Arenas Factory/storage 57,000
France Tourcoing Factory/storage 964,900
Netherlands Dongen Storage 23,700
New Zealand Christchurch Factory/storage 100,300
South Africa Port Elizabeth Factory/storage 70,000*
United Kingdom Bradford Factory/storage 165,000
OTHER OPERATIONS
United States Wilson, N.C. Bldg. supply dealer 125,000
ITEM 3. LEGAL PROCEEDINGS.
The Company has received notice of investigations by Canadian and United
States authorities into alleged violations of law relating to the importation,
exportation and taxation of tobacco, and has been notified that two of its
employees have been charged with violations of Canadian law. The investigation
is ongoing and, although the Company has not been notified that it is a target,
it has been requested to provide certain documents relating to specified
transactions and it is cooperating fully in that regard. The Company does not
foresee any claim arising from the proceedings which would have a material
effect on its consolidated financial position.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.
No matters were submitted to a vote of security holders during the quarter
ended March 31, 1995.
EXECUTIVE OFFICERS OF THE COMPANY AT MARCH 31, 1995
NAME AGE POSITIONS
Ery W. Kehaya 71 Chairman of the Board
J. Alec G. Murray 58 President and Chief Executive Officer
and Acting Chief Financial Officer
Marvin W. Coghill 61 Chairman - Tobacco Division
J. Anthony Johnston 60 Chairman - Wool Division
Henry R. Grunzke 63 Commercial Director - Wool Division
Thomas M. Evins, Jr. 55 Regional Manager - North & Central
America Tobacco Operations
Guy M. Ross 62 Vice President and Secretary
Ery W. Kehaya II 42 Vice President and Operations Director
- Tobacco Division
Mark W. Kehaya 27 Vice President
Krishnamurthy Rangarajan 52 Vice President
Keith H. Merrick 41 Treasurer and Assistant Secretary
Hampton R. Poole, Jr. 43 Controller and Assistant Treasurer
Information concerning executive officers who are also directors is
contained in the Company's definitive Proxy Statement for the Annual Meeting of
Shareholders to be held on August 8, 1995 which, except for the material under
the headings "Compensation Committee Report" and "Performance Graph" is
incorporated herein by reference and made a part hereof. Business experience
during the past five years of other executive officers is set forth below:
Mr. Johnston resigned as a director of the Company effective March 1995. He
continues to serve as Chairman and Chief Executive Officer of the Wool Division
pending completion of sale of the wool business.
Mr. Ross became Treasurer in 1980 and Secretary in 1981 following the
Company's purchase of the American leaf business of Imperial Tobacco Ltd. (UK).
He was employed by Imperial for 14 years including 10 as Vice President of
Finance and Administration. He became a Vice President of the Company in 1992.
Ery W. Kehaya II was appointed Vice President in 1992. He became Operations
Director - Tobacco Division in 1995 after being named Sales Director in 1993.
He has been an officer of Standard Commercial Tobacco Co., Inc., a subsidiary,
for more than five years, serving as Executive Vice President since 1992 and as
Senior Vice President-Sales before that. He is the son of Ery W. Kehaya,
Chairman of the Board.
Mark W. Kehaya was appointed Vice President in 1994. Prior to joining the
Company in 1993 he was employed at Bankers Trust Company and Fieldstone Private
Capital Group as an associate and attended Duke University Fuqua School of
Business. He is the son of Ery W. Kehaya, Chairman of the Board.
Mr. Rangarajan was employed by the Company in 1978 after qualifying as a
chartered accountant. He became Chief Accountant in 1981, an Assistant Vice
President in 1986 and Vice President in 1988.
Mr. Merrick was employed by the Company in 1992 and became Treasurer in 1993
after being named Assistant Treasurer and Assistant Secretary in 1992. He is
also a Vice President of Standard Commercial Tobacco Co., Inc., a subsidiary.
He was formerly a Vice President of First Union National Bank of North Carolina.
Mr. Poole Jr. was appointed Controller and Assistant Treasurer in 1993. He
has been an officer of Standard Commercial Tobacco Co., Inc., a subsidiary, for
more than five years and is currently serving as Secretary-Treasurer.
The above persons will remain in office until the directors' meeting
following the annual meeting of shareholders on August 8, 1995.
PART II
ITEM 5 - MARKET FOR THE REGISTRANT'S COMMON STOCK AND RELATED SHAREHOLDER
MATTERS
ITEM 6 - SELECTED FINANCIAL DATA
ITEM 7 - MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
The information called for by Items 5, 6 and 7 is contained in the Company's
1995 Annual Report to Shareholders as detailed below and incorporated herein by
reference and made a part hereof.
ITEM CAPTION IN ANNUAL REPORT PAGE NO.
5 Quarterly Financial Data (Unaudited) 23
6 Selected Financial Data 23
7 Management's Discussion and Analysis of
Financial Condition and Results of Operations 7-10
ITEM 8 - FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
The data appearing on pages 11 through 21 of the Company's 1995 Annual
Report to Shareholders, and the Independent Auditors' Report on page 22, are
incorporated herein by reference and made a part hereof.
ITEM 9 - CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE
None
PART III
ITEM 10 - DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
ITEM 11 - EXECUTIVE COMPENSATION
ITEM 12 - SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
ITEM 13 - CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
The information called for by items 10, 11, 12 and 13 is included in the
Company's definitive Proxy Statement for the Annual Meeting of Shareholders to
be held on August 8, 1995 and is incorporated herein by reference, except for
the material under the heading "Compensation Committee Report" and "Performance
Graph." The information concerning executive officers of the Company follows
Item 4 of Part 1 of this Report.
PART IV
ITEM 14. EXHIBITS, FINANCIAL SCHEDULES AND REPORTS ON FORM 8-K.
(a) 1. Financial Statements: See Item 8.
2. Financial Statement Schedules: The financial statement
schedules called for under Regulation S-X are either not
applicable or the information is included in the data mentioned
in Item 8 and incorporated herein by reference.
(b) Reports on Form 8-K: No report on Form 8-K was filed
during the quarter ended March 31, 1995.
(c) The following exhibits are filed as part of this Report:
3. (i) There is incorporated by reference herein the Company's
Restated Articles of Incorporation and the amendment
thereof designating the rights, preferences and
limitations of the Company's Series A Preferred Stock
filed as Exhibits 4(a)(i) and (ii) to the Company's
Registration on Form S-8 #33-59760.
(ii) There is incorporated by reference herein the Company's
amended Bylaws filed as Exhibit 3(ii) to the Company's
report on Form 10-K for the year ended March 31, 1994.
4. (i) There is incorporated by reference herein the Company's
Shareholder Protection Rights Agreement filed as
Exhibit (4) to the Company's Report on Form 8-K dated
April 5, 1994.
(ii) Master Facilities Agreement dated May 5, 1995 between
the Company and certain subsidiaries and Deutsche Bank
A.G. and a number of other banks.
(iii) Loan and Security Agreement dated as of May 2, 1995
between Standard Commercial Tobacco Co., Inc., a
subsidiary of the Company, and NationsBank of Georgia,
N.A.
(iv) Company Guaranty Agreement dated as of May 2, 1995 with
respect to the loan referred to in 4(iii) above.
10. Agreement dated May 2, 1995 between the Company and Ery W.
Kehaya.
11. Computation of Earnings per Common Share.
13. The Company's Annual Report to Shareholders for the year ended
March 31, 1995 which, except for information expressly
incorporated by reference into Items 1, 5, 6, 7 and 8 is not
deemed to be "filed" as a part of this Report.
21. List of subsidiaries.
23. Consent of Independent Public Accountants.
27. Financial Data Schedule.
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange
Act of 1934, Standard has duly caused this report to be signed on its behalf by
the undersigned, thereunto duly authorized.
STANDARD COMMERCIAL CORPORATION
June 16, 1995 By: /s/ J ALEC G MURRAY
J Alec G Murray, President and Chief
Executive Officer
Pursuant to the requirements of the Securities Exchange Act of 1934, this report
has been signed below on June 16, 1995 by the following persons on behalf of the
Registrant in the capacities indicated.
/s/ J ALEC G MURRAY President and Director
J Alec G Murray (Chief Executive Officer and Acting
Chief Financial Officer)
/s/ GUY M ROSS Vice President
Guy M Ross (Principal Accounting Officer)
/s/ ERY W KEHAYA
Ery W Kehaya Chairman of the Board of Directors
/s/ MARVIN W COGHILL
Marvin W Coghill Director
/s/ WILLIAM A ZIEGLER
William A Ziegler Director
Henry R Grunzke Director
/s/ WILLIAM S BARRACK JR
William S Barrack Jr Director
/s/ THOMAS M EVINS JR
Thomas M Evins Jr Director
/s/ CHARLES H MULLEN
Charles H Mullen Director
/s/ DANIEL M SULLIVAN
Daniel M Sullivan Director