As filed with the Securities and Exchange Commission on December 2, 1994.
Registration No.
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
UNIVERSAL CORPORATION
(Exact name of registrant as specified in its charter)
Virginia 54-0414210
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification No.)
Hamilton Street at Broad, Richmond, Virginia 23230
(Address of Principal Executive Offices) (Zip Code)
___________________________________________
UNIVERSAL CORPORATION
1994 STOCK OPTION PLAN
FOR NON-EMPLOYEE DIRECTORS
(Full title of the plan)
James M. White, III, Esquire With a Copy to:
Secretary and General Counsel David R. Johnson, Esquire
Universal Corporation Robert E. Spicer, Jr., Esquire
Hamilton Street at Broad Williams, Mullen, Christian
Richmond, Virginia 23230 & Dobbins
(804) 359-9311 P. O. Box 1320
(Name, address and telephone Richmond, Virginia 23210-1320
number of agent for service) (804) 643-1991
Approximate Date of Commencement of Proposed Sale to Public: From time to
time after the effective date of this Registration Statement.
CALCULATION OF REGISTRATION FEE
<TABLE>
Title of Each Class of Amount Proposed Maximum Proposed Maximum
Securities to to be Offering Price Aggregate Amount of
be Registered Registered(1) Per Share(2) Offering Price(2) Registration Fee(2)
<S> <C> <C> <C> <C>
Common Stock,
no par value(3) . . 100,000 shares $21.44 $2,144,000 $739.32
</TABLE>
(1) The amount of Common Stock registered hereunder shall be deemed to
include any additional shares issuable as a result of any stock split, stock
dividend or other change in the capitalization of the Registrant as provided
pursuant to the adjustment provisions of the Plan.
(2) Pursuant to Rule 457, the registration fee is based on the average of
the high ($21.63) and low ($21.25) prices reported on the composite tape of New
York Stock Exchange listed issues on November 29, 1994.
(3) Includes Preferred Share Purchase Rights associated with each share of
Common Stock registered hereunder.
<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents filed by the Registrant with the Securities
and Exchange Commission are incorporated herein by reference and made a part
hereof:
(1) the Registrant's Annual Report on Form 10-K for the fiscal year ended
June 30, 1994, File No. 1-652, filed pursuant to Section 13(a) or
15(d) of the Securities Exchange Act of 1934 (the "Exchange Act");
(2) all other reports filed pursuant to Section 13(a) or 15(d) of the
Exchange Act since the end of the fiscal year covered by the document
referred to in (1) above; and
(3) the description of the Registrant's Common Stock contained in a
registration statement filed under Section 12 of the Exchange Act,
including any amendment or report filed for the purpose of updating
such description.
All documents subsequently filed by the Registrant pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the filing of a
post-effective amendment which indicates that all securities offered have been
sold or which deregisters all securities then remaining unsold, shall be deemed
to be incorporated by reference herein and to be a part hereof from the date of
filing of such documents.
Item 4. Description of Securities.
The Common Stock of the Registrant is registered under Section 12 of
the Exchange Act.
Item 5. Interests of Named Experts and Counsel.
Williams, Mullen, Christian & Dobbins, counsel to the Registrant, has
rendered its opinion that the Common Stock to be registered hereunder will, when
issued, be validly issued, fully paid and nonassessable.
As of November 3, 1994, Fred G. Pollard, of counsel to the firm, was
the beneficial owner of 380,900 shares of the Registrant's Common Stock and
other attorneys employed by the firm were the beneficial owners of 5,892 shares
of such Common Stock.
Item 6. Indemnification of Directors and Officers.
Article 10 of Chapter 9 of Title 13.1 of the Code of Virginia, as
amended (the "Code") permits a Virginia corporation to indemnify any director or
officer for reasonable expenses incurred in any legal proceeding in advance of
final disposition of the proceeding, if the director or officer furnishes the
corporation a written statement of his good faith belief that he has met the
standard of conduct prescribed by the Code, and a determination is made by the
board of directors that such standard has been met. In a proceeding by or in
the right of the corporation, no indemnification shall be made in respect of any
matter as to which an officer or director is adjudged to be liable to the
corporation, unless the court in which the proceeding took place determines
that, despite such liability, such person is reasonably entitled to
indemnification in view of all of the relevant circumstances. In any other
proceeding, no indemnification shall be made if the director or officer is
adjudged liable to the corporation on the basis that personal benefit was
improperly received by him. Corporations are given the power to make any other
or further indemnity, including advance of expenses, to any director or officer
that may be authorized by the articles of incorporation or any bylaw made by the
shareholders, or any resolution adopted, before or after the event, by the
shareholders, except an indemnity against willful misconduct or a knowing
violation of the criminal law. Unless limited by its articles of incorporation,
indemnification of a director or officer is mandatory when he entirely prevails
in the defense of any proceeding to which he is a party because he is or was a
director or officer.
The Articles of Incorporation of the Registrant contain provisions
indemnifying the directors and officers of the Registrant against expenses and
liabilities incurred in legal proceedings and authorizing the Board of Directors
to advance and reimburse expenses as permitted by law. The Articles of
Incorporation of the Registrant also eliminate the liability of directors and
officers to the Registrant in excess of one dollar as permitted by the Code.
Item 7. Exemption from Registration Claimed.
Not applicable.
Item 8. Exhibits.
The exhibits to the registration statement are listed in the Exhibit
Index following page II-6.
Item 9. Undertakings.
(a) The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this registration statement:
(i) To include any prospectus required by Section 10(a)(3) of
the Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events arising
after the effective date of the registration statement (or
most recent post-effective amendment thereof) which,
individually or in the aggregate, represent a fundamental
change in the information in the registration statement;
(iii) To include any material information with respect to the plan
of distribution not previously disclosed in the registration
statement or any material change to such information in the
registration statement;
Provided, however, that paragraph (a)(1)(i) and (a)(1)(ii) shall
not apply if the registration statement is on Form S-3 or Form
S-8, and the information required to be included in a
post-effective amendment by those paragraphs is contained in
periodic reports filed by the Registrant pursuant to Section 13
or Section 15(d) of the Exchange Act that are incorporated by
reference in the registration statement.
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall
be deemed to be a new registration statement relating to the
securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering
thereof.
(3) To remove registration by means of a post-effective amendment any
of the securities being registered which remain unsold at the
termination of the offering.
(b) The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each
filing of the Registrant's annual report pursuant to Section 13(a) or
Section 15(d) of the Exchange Act (and, where applicable, each filing
of an employee benefit plan's annual report pursuant to Section 15(d)
of the Exchange Act) that is incorporated by reference in the
registration statement shall be deemed to be a new registration
statement relating to the securities offered therein, and the offering
of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
(c) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and
controlling persons of the Registrant pursuant to the provisions
described in Item 6, or otherwise, the Registrant has been advised
that in the opinion of the Securities and Exchange Commission such
indemnification is against public policy as expressed in the Act and
is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by
the Registrant of expenses incurred or paid by a director, officer or
controlling person of the Registrant in the successful defense of any
action, suit or proceedings) is asserted by such director, officer or
controlling person in connection with the securities being registered,
the Registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of
appropriate jurisdiction the question whether such indemnification by
it is against public policy as expressed in the Act and will be
governed by the final adjudication of such issue.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, Universal
Corporation, the Registrant, certifies that it has reasonable grounds to believe
that it meets all of the requirements for filing on Form S-8 and has duly caused
this registration statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of Richmond, Commonwealth of Virginia, on
this 1st day of December, 1994.
UNIVERSAL CORPORATION
By: Henry H. Harrell, Chairman
and Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, this
registration statement or amendment to registration statement has been signed
below by the following persons in the capacities and on the dates indicated.
Signature Title Date
Henry H. Harrell Chairman and Chief December 1, 1994
Executive Officer and
Director (Principal
Executive Officer)
Hartwell H. Roper Vice President and December 1, 1994
Chief Financial
Officer (Principal
Financial Officer)
William J. Coronado Controller (Principal December 1, 1994
Accounting Officer)
William W. Berry Director December 1, 1994
Ronald E. Carrier Director December 1, 1994
Wallace L. Chandler Director December 1, 1994
Elmon T. Gray Director December 1, 1994
Richard G. Holder Director December 1, 1994
Allen B. King Director December 1, 1994
John D. Munford, II Director December 1, 1994
Hubert R. Stallard Director December 1, 1994
Thomas R. Towers Director December 1, 1994
<PAGE>
EXHIBIT INDEX
TO
FORM S-8 REGISTRATION STATEMENT
FOR
UNIVERSAL CORPORATION
1994 STOCK OPTION PLAN
FOR NON-EMPLOYEE DIRECTORS
______________________
Exhibit Sequential
Number Description of Exhibit Page Number
4.1 Restated Articles of Incorporation of Universal
Corporation, incorporated herein by reference to
the Registrant's Annual Report on Form 10-K for
the fiscal year ended June 30, 1990, File No. 1-
652.
4.2 Bylaws of Universal Corporation, as amended
through August 5, 1993, incorporated herein by
reference to the Registrant's Annual Report on
Form 10-K for the fiscal year ended June 30,
1993, File No. 1-652.
4.3 Universal Corporation 1994 Stock Option Plan for
Non-Employee Directors.
5 and Opinion and Consent of Williams, Mullen,
23.1 Christian & Dobbins, counsel to the Registrant.
23.2 Consent of Ernst & Young LLP, independent
auditors.
Exhibit 4.3
UNIVERSAL CORPORATION
1994 STOCK OPTION PLAN FOR NON-EMPLOYEE DIRECTORS
Article I
DEFINITIONS
1.01 Affiliate means any "subsidiary" or "parent corporation" (within
the meaning of Section 424 of the Code) of the Company.
1.02 Agreement means a written agreement (including any amendment or
supplement thereto) between the Company and a Participant specifying the
terms and conditions of a Grant issued to such Participant.
1.03 Board means the Board of Directors of the Company.
1.04 Code means the Internal Revenue Code of 1986, and any amendments
thereto.
1.05 Commission means the Securities and Exchange Commission or any
successor agency.
1.06 Committee means the Executive Compensation Committee of the
Board.
1.07 Common Stock means the Common Stock of the Company.
1.08 Company means Universal Corporation.
1.09 Exchange Act means the Securities Exchange Act of 1934, as
amended from time to time, and any successor thereto.
1.10 Fair Market Value means, on any given date, the closing price of
a share of Common Stock as reported on the New York Stock Exchange
composite tape on such day or, if the Common Stock was not traded on the
New York Stock Exchange on such day, then on the next preceding day that
the Common Stock was traded on such exchange, all as reported by such
source as the Committee may select. If there is no regular public trading
market for the Common Stock, the Fair Market Value shall be determined by
the Committee in good faith.
1.11 Grant means the grant of an Option.
1.12 Non-Employee Director means a member of the Board who is not an
employee of the Company or an Affiliate and was not such an employee within
three years prior to his or her first election to the Board.
1.13 Option means a stock option that entitles the holder to purchase
from the Company under the terms of this Plan the number of shares of
Common Stock set forth in Article IV at the Option Price.
1.14 Option Price means the price per share for Common Stock purchased
on the exercise of an Option as provided in Article IV.
1.15 Participant means a Non-Employee Director who is eligible to
receive a Grant under this Plan.
1.16 Rule 16b-3 means Rule 16b-3, as promulgated by the Commission in
Release No. 34-28869 under Section 16(b) of the Exchange Act, effective May
1, 1991, or any successor rule as amended from time to time.
1.17 Securities Broker means the registered securities broker
acceptable to the Company who agrees to effect the cashless exercise of an
Option pursuant to Section 7.03 hereof.
1.18 Subsidiary means any corporation (other than the Company) in an
unbroken chain of corporations beginning with the Company if each of the
corporations in the chain (other than the last corporation) owns stock
possessing at least 50 percent of the total combined voting power of all
classes of stock in one of the other corporations in such chain.
Article II
PURPOSE
This Plan is intended to associate the interests of the Non-Employee
Directors with those of the Company and its shareholders through increased
equity ownership, to assist the Company in recruiting and retaining
individuals of ability and experience who are not employed by the Company
to serve on the Board and its committees and to provide incentive to those
individuals by enabling them to participate in the future success of the
Company.
Article III
ADMINISTRATION
The Plan shall be administered by the Committee. The Committee shall
have all the powers vested in it by the terms of the Plan, such powers to
include the authority (within the limitations described herein) to
prescribe the form of the Agreements evidencing Grants under the terms of
this Plan. The Committee shall, subject to the provisions of the Plan,
have the power to construe the Plan, to determine all questions arising
thereunder and to adopt and amend such rules and regulations for the
administration of the Plan as it may deem desirable, consistent with the
provisions of the Plan. Any decision of the Committee in the
administration of the Plan, as described herein, shall be final and
conclusive. The Committee may act only by a majority of its members in
office, except that the members thereof may authorize any one or more of
their number or the Secretary or any other officer of the Company to
execute and deliver documents on behalf of the Committee. No member of the
Committee shall be liable for anything done or omitted to be done by such
member or by any other member of the Committee in connection with the Plan,
except in circumstances involving actual bad faith. All costs and expenses
of administering the Plan shall be borne by the Company.
Article IV
GRANTS OF OPTIONS
Every Non-Employee Director who serves on the Board during the term of
the Plan is eligible to receive Grants. Each Non-Employee Director serving
on the Board as of the effective date of this Plan shall be granted an
Option on such date. Every Non-Employee Director who continues to serve in
such capacity on the date which is the first business day following each
Annual Meeting of Shareholders during the term of this Plan shall be
granted an Option on each such date. Each Option shall be for the purchase
by the Participant of 1,000 shares of Common Stock at a price per share
equal to the Fair Market Value of a share of the Common Stock on the date
of the Grant. Each Option shall be evidenced by an Agreement issued by the
Committee in the form prescribed by the Committee and consistent with the
terms of this Plan.
Article V
AMOUNT OF STOCK
The total number of shares of Common Stock reserved and available for
issuance upon exercise of Options granted under the Plan shall be 100,000
shares, subject to adjustment as provided in Article VIII below. The
Common Stock to be issued may be either authorized and unissued shares,
issued shares acquired by the Company or its Subsidiaries or any
combination thereof. In the event that an Option is terminated, in whole
or in part, for any reason other than its exercise, the number of shares of
Common Stock allocated to such Option or terminated portion thereof may be
reallocated to other Options to be granted under this Plan. In the event
that the number of shares of Common Stock available for future Grants under
the Plan is insufficient to make all automatic Grants required to be made
on such date, then all Non-Employee Directors shall share ratably in the
number of Options available for Grants under the Plan.
Article VI
EXERCISE OF OPTIONS
Each Option shall be first exercisable on the date which is six months
from the date of the grant of the Option and shall continue to be
exercisable for a term of ten years thereafter; provided however, that:
(i) subject to the six month exercisability requirement set forth above, an
Option shall be exercisable, in the event of a Participant's death prior to
exercising the Option, by his estate, or the person or persons to whom his
rights under the Option shall pass by will or the laws of descent and
distribution but only for a period of two years from the date of the
Participant's death or during the remainder of the period preceding the
expiration of the Option, whichever is shorter; (ii) subject to the six
month exercisability requirement set forth above, an Option shall be
exercisable, if a Participant becomes permanently and totally disabled
(within the meaning of Section 105(d) (4) of the Code) while serving on the
Board prior to exercising the Option, but only for a period of two years
from the date on which he ceases serving on the Board due to such
disability or during the remainder of the period preceding the expiration
of the Option, whichever is shorter; and (iii) subject to the six month
exercisability requirement set forth above, in the event that a Participant
resigns from or is not re-elected or does not stand for re-election to the
Board or in any other circumstance approved by the Board in its sole
discretion, an Option shall be exercisable but only for a period of two
years following the date of his resignation or cessation of service on the
Board, or in the period prescribed by the Board in an approved
circumstance, or during the remainder of the period preceding the
expiration of the Option, whichever is shorter. Any Option shall be
nontransferable, except by will or by the laws of descent and distribution
as set forth above. During the lifetime of the Participant to whom an
Option is granted, the Option may be exercised only by the Participant. No
right or interest of a Participant in any Option shall be liable for, or
subject to, any lien, obligation or liability of such Participant or his
estate.
Article VII
MANNER OF EXERCISE
7.01 Exercise. Subject to the provisions of Article VI, an Option may
be exercised in whole at any time or in part from time to time. An Option
granted under this Plan may be exercised with respect to any number of
whole shares less than the full number for which the Option could be
exercised. Such partial exercise of an Option shall not affect the right
to exercise the Option from time to time in accordance with this Plan with
respect to remaining shares subject to the Option.
7.02 Payment. Payment of the Option Price may be made in cash or by
surrendering previously-owned shares of Common Stock to the Company,
provided the shares surrendered have a Fair Market Value (determined as of
the day preceding the date of exercise) that is not less than such Option
Price or part thereof.
7.03 Cashless Exercise. To the extent permitted under applicable laws
and regulations, at the request of the Participant, the Company will
cooperate in a "cashless exercise" of an Option. The cashless exercise
shall be effected by the Participant delivering to the Securities Broker
instructions to exercise all or part of the Option, including instructions
to sell a sufficient number of shares of Common Stock to cover the costs
and expenses associated therewith.
7.04 Shareholder Rights. No Participant shall have any rights as a
shareholder with respect to shares subject to an Option until the date he
exercises such Option.
Article VIII
ADJUSTMENT UPON CHANGE IN COMMON STOCK
Should the Company effect one or more (x) stock dividends, stock
split-ups, subdivisions or consolidations of shares or other similar
changes in capitalization; (y) spin-offs, spin-outs, split-ups, split-offs,
or other such distribution of assets to shareholders; or (z) direct or
indirect assumptions and/or conversions of outstanding options due to an
acquisition of the Company, then the maximum number of shares as to which
Grants may be issued under this Plan and the number and price of shares of
Common Stock subject to Grants shall be proportionately adjusted, and the
terms of Options shall be adjusted, as the Committee shall determine to be
equitably required to retain for the Participants the equivalent economic
benefit of their Option(s). Any determination made under this Article VIII
by the Committee shall be final and conclusive.
The issuance by the Company of shares of Common Stock or securities
convertible into shares of Common Stock, for cash or property or for labor
or services, either upon direct sale or upon the exercise of rights or
warrants to subscribe therefor, or upon conversion of shares or obligations
of the Company convertible into such shares or other securities, shall not
affect, and no adjustment by reason thereof shall be made with respect to
any Grant.
Article IX
COMPLIANCE WITH LAW AND APPROVAL OF REGULATORY BODIES
No Option shall be exercisable, no Common Stock shall be issued, no
certificates for shares of Common Stock shall be delivered, and no payment
shall be made under this Plan except in compliance with all applicable
federal and state laws and regulations (including, without limitation,
withholding tax requirements, if any) and the rules of all domestic stock
exchanges on which the Company's shares may be listed. The Company may
rely on an opinion of its counsel as to such compliance. Any share
certificate issued to evidence Common Stock for which an Option is
exercised may bear such legends and statements as the Committee may deem
advisable to assure compliance with federal and state laws and regulations.
No Grant shall be exercisable, no Common Stock shall be issued, and no
certificate for shares shall be delivered until the Company has obtained
such consent or approval as the Committee may deem advisable from
regulatory bodies having jurisdiction over such matters.
Article X
GENERAL PROVISIONS
10.01 Rules of Construction. Headings are given to the articles
and sections of this Plan for ease of reference. The reference to any
statute, regulation, or other provision of law shall be construed to refer
to any amendment to or successor of such provision of law.
10.02 Amendment. The Board may amend or terminate this Plan from
time to time; provided, however, that the Board may amend no more often
than once every six months and no amendment may become effective until
shareholder approval is obtained if the amendment would increase the number
of shares that may be issued hereunder pursuant to Options, increase the
benefits to Participants under the Plan, or change the requirements as to
eligibility for participation in the Plan. No amendment shall, without a
Participant's consent, adversely affect any rights of such Participant
under any Grant outstanding at the time such amendment is made except if
such an amendment is made to cause the Plan or a Grant to qualify for the
Rule 16b-3 exemption. No amendment shall be made if it would disqualify
the Plan from the exemption provided by Rule 16b-3.
10.03 No Right. Neither the Plan nor any action taken hereunder
shall be construed as giving any Non-Employee Director any right to be
retained in the service of the Company.
10.04 Unfunded Plan. The Plan shall be unfunded. The Company
shall not be required to establish any special or separate fund or to make
any other segregation of assets to assure the issuance of shares upon
exercise of any Option under the Plan and issuance of shares upon exercise
of Options shall be subordinated to the claims of the Company's general
creditors.
10.05 Acceptance. By accepting any Option or other benefit under
the Plan, each Participant and each person claiming under or through such
person shall be conclusively deemed to have indicated his acceptance and
ratification of, and consent to, any action taken under the Plan by the
Company or the Board.
10.06 Rule 16b-3 Compliance. It is the intention of the Company
that the Plan comply in all respects with Rule 16b-3, that any ambiguities
or inconsistencies in construction of the
Plan be interpreted to give effect to such intention and that if any
provision of the Plan is found not to be in compliance with Rule 16b-3,
such provision shall be deemed null and void to the extent required to
permit the Plan to comply with Rule 16b-3. The Board may adopt rules and
regulations under, and amend, the Plan in furtherance of the intent of the
foregoing.
10.07 Term of Plan. No Grant may be issued under this Plan before
the effective date of the Plan or after the first business day following
the 2004 Annual Meeting of Shareholders (the "Termination Date"). Grants
issued on or before the Termination Date shall remain valid in accordance
with their terms.
10.08 Effective Date. This Plan has been approved by the Board of
Directors of the Company, effective as of October 25, 1994, subject,
however, to approval by the shareholders of the Company entitled to vote at
the 1994 Annual Meeting of Shareholders.
Exhibits 5 and 23.1
Williams, Mullen, Christian & Dobbins
Central Fidelity Bank Building
Two James Center OFFICES IN
1021 East Cary Street RICHMOND
P. O. Box 1320 WASHINGTON, D.C.
Richmond, Virginia 23210-1320
AFFILIATE OFFICE:
TELEPHONE (804) 643-1991 LONDON
TELECOPIER (804) 783-6456
WRITER'S DIRECT DIAL
783-6432
December 2, 1994
Universal Corporation
Hamilton Street and Broad
P. O. Box 25099
Richmond, VA 23260
We are familiar with the proceedings taken and proposed to be taken by
Universal Corporation, a Virginia corporation (the "Company"), with respect
to the 100,000 shares of Common Stock, without par value (the "Shares"), of
the Company authorized for issuance pursuant to the Universal Corporation
1994 Stock Option Plan for Non-Employee Directors (the "Plan"). As counsel
for the Company, we have assisted in the preparation of a Registration
Statement on Form S-8 (the "Registration Statement"), to be filed by the
Company with the Securities and Exchange Commission to effect the
registration of the Shares offered pursuant to the Plan under the
Securities Act of 1933.
In this connection, we have examined the Restated Articles of
Incorporation and Bylaws of the Company, records of proceedings of the
Board of Directors of the Company, and the Plan, and such other records and
documents as we have deemed necessary or advisable to render the opinion
contained herein. Based upon our examination and inquiries, we are of the
opinion that the Shares will, when issued pursuant to the terms and
conditions of the Plan and duly delivered against payment therefor, be duly
authorized and validly issued, fully paid and nonassessable.
We hereby consent to the filing of this opinion as Exhibit 5 to the
Registration Statement and to the reference to us as counsel for the
Company in the Registration Statement.
Very truly yours,
WILLIAMS, MULLEN, CHRISTIAN & DOBBINS
By: Robert E. Spicer, Jr.
Exhibit 23.2
Consent of Independent Auditors
We consent to the incorporation by reference in the Registration
Statement (Form S-8) pertaining to the Universal Corporation 1994 Stock
Option Plan for Non-Employee Directors of our report dated August 4, 1994,
with respect to the consolidated financial statements and schedule of
Universal Corporation and subsidiaries included in its Annual Report (Form
10-K) for the year ended June 30, 1994, filed with the Securities and
Exchange Commission.
Ernst & Young LLP
Richmond, Virginia
December 1, 1994
