ROANOKE TIMES

                         Roanoke Times
                 Copyright (c) 1995, Landmark Communications, Inc.

DATE: TUESDAY, April 27, 1993                   TAG: 9304270088
SECTION: BUSINESS                    PAGE: B-6   EDITION: METRO 
SOURCE: GEORGE KEGLEY STAFF WRITER
DATELINE:                                 LENGTH: Medium


TOBACCO MERGER IS OFF

A merger of two of the nation's largest tobacco companies was called off Monday because a stock price drop changed terms of the agreement they had reached last month.

A merger of Dibrell Brothers Inc. of Danville, third-largest tobacco company in the nation, with Standard Commercial Corp., the second-largest, was terminated by Standard on Monday. A decline of $6 in the share price of Dibrell is the apparent reason, said Edwin Underwood, an analyst for Scott & Stringfellow in Richmond.

Dibrell's stock closed at $28.75 a share, up $2.25 from Friday's close. Standard Commercial shares were down $3.50 to $19.50.

Standard's announcement from its Wilson, N.C., headquarters said only that it wanted to renegotiate because the planned merger was not in the best interests of its shareholders, suppliers and employees. The merger was approved by both companies' boards last month.

Under the agreement, Dibrell shareholders would have owned 60 percent of the merged company and Standard stockholders would have held 40 percent.

Dibrell's stock price fell after Philip Morris rocked the tobacco industry with an announcement of a price reduction expected to take a deep cut in its earnings, Underwood said. Dibrell's decline affected the value and the amount of stock to be shared in the transaction, he said.

In overall sales in its tobacco and flower market, Dibrell is a larger company than Standard. Standard also is a major international wool-trading company.

Dibrell Chairman Claude B. Owen Jr. said he thinks the previously approved exchange ratio is fair to his shareholders and he is unwilling to renegotiate the pact.

Owen said he regrets Standard's decision because the merger was planned by both companies "to provide improved service to our mutual customers."



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