SEC Form 3
FORM 3 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person*
BABB HENRY C

(Last) (First) (Middle)
C/O ALLIANCE ONE INT'L INC.
2201 MILLER ROAD

(Street)
WILSON NC 27893

(City) (State) (Zip)
2. Date of Event Requiring Statement (Month/Day/Year)
05/13/2005
3. Issuer Name and Ticker or Trading Symbol
ALLIANCE ONE INTERNATIONAL, INC. [ AOI ]
4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director 10% Owner
X Officer (give title below) Other (specify below)
SVP-CHIEF LEGAL OFFICER & SEC
5. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
X Form filed by One Reporting Person
Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4) 2. Amount of Securities Beneficially Owned (Instr. 4) 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 4. Nature of Indirect Beneficial Ownership (Instr. 5)
COMMON STOCK 45,867(1) D
COMMON STOCK 813 I 401K
Table II - Derivative Securities Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4) 2. Date Exercisable and Expiration Date (Month/Day/Year) 3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) 4. Conversion or Exercise Price of Derivative Security 5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 6. Nature of Indirect Beneficial Ownership (Instr. 5)
Date Exercisable Expiration Date Title Amount or Number of Shares
NON-QUALIFIED STOCK OPTION RIGHT TO BUY 06/11/2004(2) 06/11/2013 COMMON STOCK 9,000 $5.8 D
NON-QUALIFIED STOCK OPTION RIGHT TO BUY 08/13/2003(3) 08/13/2012 COMMON STOCK 9,000 $6.3 D
NON-QUALIFIED STOCK OPTION RIGHT TO BUY 08/14/2002(4) 08/14/2011 COMMON STOCK 9,000 $5.83 D
NON-QUALIFIED STOCK OPTION RIGHT TO BUY 08/10/2000(5) 08/10/2006 COMMON STOCK 9,000 $1.67 D
NON-QUALIFIED STOCK OPTION RIGHT TO BUY 08/10/1999(6) 08/10/2005 COMMON STOCK 1,800 $2.96 D
Explanation of Responses:
1. Received in exchange for 15,289 shares of STW Corporation common stock in connection with merger of STW Corporation into AOI Corporation (the "Merger"). On May 13, 2005, the closing price of STW's common stock was $19.35 per share, and the closing price of AOI's common stock was $6.47 per share.
2. The shares underlying this option become exercisable one-fourth on each of the four anniversaries of June 11, 2003, the date of the grant, subject to continued employment.
3. The shares underlying this option become exercisable one-fourth on each of the four anniversaries of August 13, 2002, the date of the grant, subject to continued employment.
4. The shares underlying this option become exercisable one-fourth on each of the four anniversaries of August 14, 2001, the date of the grant, subject to continued employment.
5. The shares underlying this option become exercisable one-fourth on each of the four anniversaries of August 10, 1999, the date of grant, subject to continued employment.
6. The shares underlying this option become exercisable one-fourth on each of the four anniversaries of August 10, 1998, the date of the grant, subject to continued employment.
Remarks:
/s/ HENRY C. BABB, ATTORNEY-IN-FACT 05/24/2005
** Signature of Reporting Person Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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