SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K/A2
X ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
_____ SECURITIES EXCHANGE ACT OF 1934 (FEE REQUIRED)
For the fiscal year ended June 30, 1999
_____ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934 (NO FEE REQUIRED)
For the transition period from _______________ to _______________.
Commission File Number 1-13684
DIMON Incorporated
(Exact name of registrant as specified in its charter)
VIRGINIA 54-1746567
(State or other jurisdiction of incorporation) (IRS Employer
Identification No.)
512 Bridge Street, Danville, Virginia 24541
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (804) 792-7511
Securities registered pursuant to Section 12(b) of the Act:
Title of Each Class Name of Exchange On Which Registered
Common Stock (no par value) New York Stock Exchange
Common Stock Purchase Rights
Securities registered pursuant to Section 12(g) of the Act:
None
Indicate by check mark whether the 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,
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 or any amendment to this Form 10-K. [X]
The aggregate market value of Common Stock held by non-affiliates
of the registrant (based upon the closing sale price quoted by The New
York Stock Exchange) on September 20, 1999, was approximately
$169,461,000. In determining this figure, the registrant has assumed
that all of its directors and officers, and all persons known to it
to beneficially own ten percent or more of its Common Stock, are
affiliates. This assumption shall not be deemed conclusive for any
other purpose.
As of September 20, 1999, there were 44,525,004 shares of Common
Stock outstanding.
Portions of the registrant's definitive Proxy Statement for its
1999 Annual Meeting of Stockholders to be held November 12, 1999, to
be filed with the Securities and Exchange Commission pursuant to
Regulation 14A under the Securities Exchange Act of 1934 (the "Proxy
Statement"), are incorporated by reference into Part III of this
Form 10-K.
DIMON Incorporated ("DIMON") is amending its annual report
on Form 10-K filed September 28, 1999 by replacing Note K in
Item 8 with the following text, amending the description of
DIMON's Directors' Stock Plan and correcting a typographical
error in DIMON's Form 10-K/A1 filed October 4, 1999.
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA (continued)
-------------------------------------------------------
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DIMON Incorporated and Subsidiaries
(in thousands)
Note K - Stock Incentive Plan
-----------------------------
At the 1995 Special Meeting of Stockholders, shareholders
approved the DIMON Incorporated Omnibus Stock Incentive Plan (the
Incentive Plan).
The Incentive Plan authorizes the issuance of up to 2
million shares of common stock (subject to increase annually by
3% of the number of shares of common stock issued during such
year, other than pursuant to the Incentive Plan). The Incentive
Plan authorizes the issuance of various stock incentives to key
employees of the Company or any subsidiary, including
nonqualified or incentive stock options, stock appreciation
rights and shares of restricted stock.
Stock options granted under the Incentive Plan allow for the
purchase of common stock at prices determined at the time the
option is granted by a committee composed of independent
directors (the Committee). Stock appreciation rights (SARs) may
be granted under the Incentive Plan in relation to option grants
or independently of option grants. SARs generally entitle the
participant to receive in cash the excess of the fair market
value of a share of common stock on the date of exercise over
the value of the SAR at the date of grant. Restricted stock is
common stock that is both nontransferable and forfeitable unless
and until certain conditions are satisfied. As of June 30, 1999,
no restricted stock had been awarded under the Incentive Plan.
No awards may be granted under the Incentive Plan after
February 8, 2005.
The options and SARs become exercisable on various dates as
originally determined for the grants assumed by DIMON. Under the
Incentive Plan, the Committee will determine the dates that the
options and SARs become exercisable.
At the 1998 Annual Stockholders' Meeting, shareholders
approved the DIMON Incorporated Directors' Stock Plan (the
"Directors' Plan") , which replaced the existing Nonemployee
Directors' Stock Option Plan effective January 1, 1999. The
Directors' Plan is administered by the Executive Committee of the
Board of Directors, with all grants approved by the Board. The
Directors' Plan authorizes the grant of common stock, performance
shares and options to purchase common stock to any director who
is not an employee of the Company (or any subsidiary) and any
person who provides services to the Company (or any subsidiary)
in a capacity other than as an employee if the Executive
Committee, with the approval of the Board, determines that such
person has contributed significantly or can be expected to
contribute significantly to the profits or growth of the Company.
The option price will be equal to the fair market value of DIMON
common stock on the date of grant. The maximum number of shares
to be issued under the Directors' Plan is 70 thousand shares.
Options granted under the Directors' Plan are immediately
exercisable. As of June 30, 1999, options to purchase 25 thousand
shares had been granted under the Directors' Plan and options to
purchase 27 thousand shares had been granted under the Nonemployee
Directors' Stock Option Plan.
The Company accounts for the costs of SARs as compensation
charges to the income statement with quarterly adjustments for
market price fluctuations. All other options are treated as
equivalent shares outstanding. There was a $2,816 credit to
income in 1998 and a $2,142 charge to income in 1997 arising from
adjustments in fair market values of the SARs.
As permitted by SFAS No. 123, the Company has elected to
continue to account for stock-based compensation in accordance with
APB No. 25. If the Company had elected to recognize compensation
cost based on the fair value of the options granted at grant date
as prescribed by SFAS No. 123, net income (loss) and per share
amounts based on fair value would have been reduced to the
unaudited pro forma amounts indicated in the table below
(in thousands, except per share data):
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Note K - Stock Incentive Plan (continued)
-----------------------------
1999 1998 1997
=============================================================================
Net income (loss) as reported...............$ (5,466) $43,649 $77,173
Net income (loss) Pro Forma................. (7,515) 41,603 76,185
Earnings per share, basic as reported....... (.12) .98 1.80
Earnings per share, basic Pro Forma......... (.16) .93 1.77
Information with respect to options and SARs follows:
1999 1998 1997
===============================================================================
Options and SARs outstanding
at beginning of year...................... $2,039 $ 1,854 $ 1,804
Options and SARs granted.................... 751 455 436
Options and SARs exercised.................. - (237) (263)
Options and SARs cancelled.................. (85) (33) (123)
___________________________________
Options and SARs outstanding
at end of year............................ 2,705 2,039 1,854
===================================
SARs included as outstanding at
end of year............................... 496 417 407
===================================
Options available for future grants
at end of year............................ 216 857 822
===================================
Options and SARs exercisable
at end of year............................ 1,161 830 833
===================================
Option and SAR market prices per share:
Date of grant(at lowest market price)..... $ 5.50 $22.31 $18.13
(at highest market price).... 9.25 23.38 20.88
Exercised (at lowest market price)....... - 21.25 19.00
(at highest market price)...... - 26.38 26.75
Cancelled (at lowest market price)....... 9.25 11.25 19.25
(at highest market price)...... 22.31 25.94 26.50
Weighted average option exercise price information for the
years 1999, 1998 and 1997 follows:
1999 1998 1997
=============================================================================
Outstanding at July 1....................... $18.16 $16.87 $16.46
Granted during the year..................... 7.53 22.33 18.17
Exercised during the year................... - 25.10 23.97
Outstanding at June 30...................... 15.40 18.16 16.87
Exercisable at June 30...................... 16.65 16.52 17.53
- -3-
Note K - Stock Incentive Plan (continued)
-----------------------------
Option groups outstanding at June 30, 1999 and related
weighted average price and life information follows:
Grant Options Options Exercise Remaining
Date Outstanding Exercisable Price Life (Years)
__________________________________________________________________________
8/21/91............ 122 122 $14.42 2
8/27/92............ 188 188 $22.00 3
8/26/93............ 167 167 $16.67 4
8/25/94............ 145 145 $11.50 5
4/1/95............ 140 140 $16.50 6
8/24/95............ 347 347 $17.00 6
11/17/95............ 6 6 $15.38 6
8/22/96............ 399 - $18.13 7
11/15/96............ 7 7 $20.88 7
8/21/97............ 436 - $22.31 8
11/14/97............ 7 7 $23.38 8
8/27/98............ 459 - $ 9.25 9
11/25/98............ 7 7 $ 8.75 9
5/24/99............ 275 25 $ 5.50 10
_____ _____
2,705 1,161
===== =====
The weighted average fair value at date of grant for options
granted during 1999 and 1998 was $3.16 and $10.07 per option,
respectively. The fair value of options at date of grant was
estimated using the Black-Scholes model with the following
weighted average assumptions:
Black-Scholes Assumptions 1999 1998
___________________________________________________________________
Expected Life in Years................ 10 10
Interest Rate......................... 5.26% 6.49%
Volatility............................ 10.5% 31.0%
Dividend Yield........................ 5.98% 2.70%
- -4-
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the
Securities Exchange Act of 1934, the registrant has duly caused
this report to be signed on its behalf by the undersigned,
thereunto duly authorized on October 5, 1999.
DIMON INCORPORATED (Registrant)
By /s/ Brian J. Harker
----------------------------
Brian J. Harker
President and
Chief Executive Officer
- -5-