SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 11K
[ X ] Annual report pursuant to section 15(d) of the Securities Exchange Act of
1934 [fee required] for the fiscal year ending December 31, 1993.
OR
[ ] Transition report pursuant to section 15(d) of the Securities Exchange
Act of 1934 [no fee required]
Commission file number 1-652
A. Full title of the Plan:
EMPLOYEES' STOCK PURCHASE PLAN OF UNIVERSAL LEAF TOBACCO COMPANY,
INCORPORATED AND DESIGNATED AFFILIATED COMPANIES
B. Name of the issuer of the securities held pursuant to the plan and the
address of its principle executive office:
UNIVERSAL CORPORATION
1501 NORTH HAMILTON STREET
RICHMOND, VIRGINIA 23260
(804) 359-9311
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Plan
Administrator has caused this annual report to be signed by the undersigned,
thereunto duly authorized.
EMPLOYEES' STOCK PURCHASE PLAN
OF UNIVERSAL LEAF TOBACCO
COMPANY, INCORPORATED AND
DESIGNATED AFFILIATED COMPANIES
Date: June 9, 1994 /s/ Hartwell H. Roper
Hartwell H. Roper
Senior Vice President and Chief Financial
Officer
Universal Leaf Tobacco Company, Inc.
<PAGE>
Financial Statements
and Supplemental Schedules
Employees' Stock Purchase Plan of
Universal Leaf Tobacco Company, Incorporated
and Designated Affiliated Companies
Years ended December 31, 1993 and 1992
with Report of Independent Auditors
<PAGE>
Employees' Stock Purchase Plan of
Universal Leaf Tobacco Company, Incorporated
and Designated Affiliated Companies
Financial Statements
and Supplemental Schedules
Years ended December 31, 1993 and 1992
with Report of Independent Auditors
Contents
Page
Report of Independent Auditors............................................ 1
Financial Statements
Statements of Net Assets Available for Plan Benefits...................... 2
Statements of Changes in Net Assets Available for Plan Benefits........... 3
Notes to Financial Statements............................................. 5
Supplemental Schedules Schedules
Item 27a - Schedule of Assets Held for Investment Purposes................ 1
Item 27d - Schedule of Reportable Transactions............................ 2
<PAGE>
Report of Independent Auditors
Administrative Committee,
Employees' Stock Purchase Plan of
Universal Leaf Tobacco Company, Incorporated
and Designated Affiliated Companies
We have audited the accompanying statements of net assets available for plan
benefits of the Employees' Stock Purchase Plan of Universal Leaf Tobacco
Company, Incorporated and Designated Affiliated Companies (the Plan) as of
December 31, 1993 and 1992, and the related statements of changes in net assets
available for plan benefits for the years then ended. These financial
statements are the responsibility of the Plan's management. Our responsibility
is to express an opinion on these financial statements based on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the net assets available for plan benefits of the Plan at
December 31, 1993 and 1992, and the changes in its net assets available for plan
benefits for the years then ended, in conformity with generally accepted
accounting principles.
Our audits were made for the purpose of forming an opinion on the basic
financial statements taken as a whole. The accompanying supplemental schedules
of Assets Held for Investment Purposes as of December 31, 1993 and Reportable
Transactions for the year then ended, are presented for purposes of complying
with the Department of Labor's Rules and Regulations for Reporting and
Disclosure under the Employee Retirement Income Security Act of 1974, and are
not a required part of the basic financial statements. The supplemental
schedules have been subjected to the auditing procedures applied in our audit of
the 1993 financial statements and, in our opinion, are fairly stated in all
material respects in relation to the 1993 basic financial statements taken as a
whole.
/s/ Ernst & Young
June 3, 1994
<PAGE>
<TABLE>
Employees' Stock Purchase Plan of
Universal Leaf Tobacco Company, Incorporated
and Designated Affiliated Companies
Statement of Net Assets Available for Plan Benefits
December 31, 1993
Universal Lawyers Title
Corporation Corporation Fixed
Common Common Income
Stock Fund Stock Fund Fund Total
<S> <C> <C> <C> <C>
Common stock of Universal
Corporation, at market;
1,564,804 shares $40,098,102 $ - $ - $40,098,102
Common stock of Lawyers
Title Corporation, at market;
115,965 shares - 2,101,866 - 2,101,866
Investment in a fund consisting
of guaranteed investment
contracts; 574,701 units - - 574,701 574,701
Temporary cash investments 4,433 - 2,910 7,343
Net assets available for plan benefits $40,102,535 $2,101,866 $577,611 $42,782,012
December 31, 1992
Common stock of Universal
Corporation, at market;
1,674,409 shares $57,139,206 $ - $ - $57,139,206
Common stock of Lawyers
Title Corporation, at market;
157,974 shares
- 1,606,069 - 1,606,069
Investment in a fund consisting
of guaranteed investment
contracts; 512,613 units - - 512,613 512,613
Temporary cash investments 609 - 3,250 3,859
Net assets available for plan benefits $57,139,815 $1,606,069 $515,863 $59,261,747
See accompanying notes.
</TABLE>
<PAGE>
<TABLE>
Employees' Stock Purchase Plan of
Universal Leaf Tobacco Company, Incorporated
and Designated Affiliated Companies
Statement of Changes in Net Assets Available for Plan Benefits
Year Ended December 31, 1993
Universal Lawyers Title
Corporation Corporation Fixed
Common Common Income
Stock Fund Stock Fund Fund Total
<S> <C> <C> <C> <C>
Investment income:
Net appreciation (depreciation) in
market value of investments $(13,980,025) $ 983,625 $ - $(12,996,400)
Cash dividends 1,406,710 - - 1,406,710
Interest 7,897 - 33,406 41,303
(12,565,418) 983,625 33,406 (11,548,387)
Contributions and credit from forfeitures 3,256,606 - 77,268 3,333,874
(9,308,812) 983,625 110,674 (8,214,513)
Withdrawals and forfeitures of
employees' accounts (7,774,205) (442,091) (48,926) (8,265,222)
Transfer among funds 45,737 (45,737) - -
Net increase (decrease) (17,037,280) 495,797 61,748 (16,479,735)
Net assets available for plan benefits:
December 31, 1992 57,139,815 1,606,069 515,863 59,261,747
December 31, 1993 $40,102,535 $2,101,866 $577,611 $42,782,012
See accompanying notes.
</TABLE>
<PAGE>
<TABLE>
Employees' Stock Purchase Plan of
Universal Leaf Tobacco Company, Incorporated
and Designated Affiliated Companies
Statement of Changes in Net Assets Available for Plan Benefits
Year Ended December 31, 1992
Universal Lawyers Title
Corporation Corporation Fixed
Common Common Income
Stock Fund Stock Fund Fund Total
<S> <C> <C> <C> <C>
Investment income:
Net appreciation in market value of
investments $ 714,138 $ 440,078 $ - $ 1,154,216
Cash dividends 1,333,562 - - 1,333,562
Interest 6,581 - 39,548 46,129
2,054,281 440,078 39,548 2,533,907
Contributions and credit from forfeitures 3,229,419 - 87,829 3,317,248
5,283,700 440,078 127,377 5,851,155
Withdrawals and forfeitures of
employees' accounts (4,307,608) (99,035) (145,105) (4,551,748)
Transfer among funds 111,903 (111,903) - -
Net increase (decrease) 1,087,995 229,140 (17,728) 1,299,407
Net assets available for plan benefits:
December 31, 1991 56,051,820 1,376,929 533,591 57,962,340
December 31, 1992 $57,139,815 $1,606,069 $515,863 $59,261,747
See accompanying notes.
</TABLE>
<PAGE>
Employees' Stock Purchase Plan of
Universal Leaf Tobacco Company, Incorporated
and Designated Affiliated Companies
Notes to Financial Statements
Years ended December 31, 1993 and 1992
1. Description of the Plan
A complete description of Plan provisions including those relating to vesting,
withdrawals and distributions is contained in the Summary Plan Description and
the Plan document which has been filed with the Securities and Exchange
Commission. Copies of these documents and the prospectus relating to the Plan
are available from the Universal Corporation Benefits Department. The following
summary should be read in conjunction with the aforementioned documents.
General
The Plan is a defined contribution plan sponsored by Universal Leaf Tobacco
Company, Incorporated (the sponsor) for the benefit of certain salaried
employees of designated affiliated companies. The Plan as amended and restated
on July 1, 1989 is subject to the provisions of the Employee Retirement Income
Security Act of 1974 (ERISA).
Contributions
After one year of service, employees may elect to contribute 1% to 5% of their
total pay (including overtime and bonuses) by means of monthly payroll
deductions. Employers match 100% of employee contributions except to the extent
that the employer contribution is reduced by forfeitures from withdrawing
participants.
Employees may elect to invest in the Universal Corporation Common Stock Fund,
Fixed Income Fund or to divide their contributions equally between the two
funds. Employers' contributions are invested only in the Universal Corporation
Common Stock Fund.
Participant accounts
Each participant's account is credited with the participant's contributions, the
employer's matching contribution and credit from forfeitures and an allocation
of the Plan's investment income. The benefit to which a participant is entitled
is the benefit that can be provided from the participant's account.
<PAGE>
Employees' Stock Purchase Plan of
Universal Leaf Tobacco Company, Incorporated
and Designated Affiliated Companies
Notes to Financial Statements
1. Description of the Plan (continued)
Vesting
Participants are fully vested in participant contributions and in employer
contributions in the event of retirement, disability or death. Otherwise,
vesting in the employer contributions occurs according to the following
schedule:
Years of service Vesting percentage
0-4 0%
5 100%
Benefits
Participants who retire or become disabled may receive a distribution in a
single lump sum or in annual installments over a period not to exceed ten years.
Termination
While the sponsor has not expressed any intent to terminate the Plan, it is free
to do so at any time, subject to the provisions of ERISA. In the event of Plan
termination, participants' will become fully vested in their accounts.
Lawyers Title Corporation Shares
During October 1991, each participant elected to either sell or hold all Lawyers
Title Corporation shares distributed to them as a dividend from Universal
Corporation in conjunction with the spin off of the Lawyers Title subsidiary.
Participants continuing to hold Lawyers Title Corporation shares may elect to
sell 100% of their holdings as part of their regular semi-annual elections and
have the proceeds invested in Universal Corporation Common Stock. No additional
investments in Lawyers Title Corporation Common Stock are permitted under the
Plan.
<PAGE>
Employees' Stock Purchase Plan of
Universal Leaf Tobacco Company, Incorporated
and Designated Affiliated Companies
Notes to Financial Statements
1. Description of the Plan (continued)
Pursuant to an IRS Ruling and applicable Treasury Regulations, participants were
required to allocate their tax basis in the Universal Corporation Common Stock
held at the time of the distribution between their Universal Corporation Common
Stock and Lawyers Title Corporation Common Stock (including any fractional share
interest) in proportion to their relative fair market values at that time.
Based on the average of the high and low trading prices of Universal Corporation
Common Stock and Lawyers Title Corporation Common Stock on October 1, 1991,
95.343 percent of the basis was allocated to Universal Corporation Common Stock
and 4.657 percent was allocated to Lawyers Title Corporation Common Stock.
On February 25, 1993, the Board of Directors of Lawyers Title declared a
three-for-two stock split on the shares of Lawyers Title's Common Stock. One
additional share was issued for every two shares held by shareholders of record
at the close of business on April 15, 1993. The December 31, 1992 statement of
net assets available for benefits has been adjusted to give effect to the stock
split.
2. Summary of Significant Accounting Policies
Investments
The Plan's investments are held by a bank-administered trust fund. Investments
in the Common Stock Funds are carried at market value based upon quotations from
the New York Stock Exchange (Universal Corporation Common Stock) or the NASDAQ
National Market System (Lawyers Title Corporation Common Stock). Dividends are
recorded on the record date and interest is accrued as earned.
Investments in the Fixed Income Fund consist of a pooled fund of guaranteed
investment contracts issued by life insurance companies and managed by the
Trustee. Contract value represents cost plus accumulated interest less
withdrawals.
Reclassification
Certain amounts in the prior year's financial statements have been reclassified
to be reported on a consistent basis with the current year's presentation.
<PAGE>
Employees' Stock Purchase Plan of
Universal Leaf Tobacco Company, Incorporated
and Designated Affiliated Companies
Notes to Financial Statements
3. Reconciliation to Form 5500
Amounts allocated to the accounts of persons who have elected to withdraw from
the Plan but have not yet been paid were $429,748 in 1993 and $128,579 in 1992.
The reconciliation of the benefits information for Form 5500 and Generally
Accepted Accounting Principles (GAAP) reporting purposes is as follows:
Benefits Reported Accrued Benefits
for the Year Ended as of
December 31, 1993 December 31, 1993
As reported on Form 5500 $8,566,391 $429,748
Benefits accrual at
December 31, 1993 (429,748) (429,748)
Benefits accrual at
December 31, 1992 128,579 -
GAAP Basis $8,265,222 $ 0
4. Contributions
Contributions to the Plan by employers and participants for the years ended
December 31, 1993 and 1992 were as follows:
Participants' Employers' Credit from
contributions contributions forfeitures Total
1993 $1,666,937 $1,655,304 $11,633 $3,333,874
1992 1,658,624 1,637,177 21,447 3,317,248
<PAGE>
Employees' Stock Purchase Plan of
Universal Leaf Tobacco Company, Incorporated
and Designated Affiliated Companies
Notes to Financial Statements
5. Income Taxes
The Plan has been determined by the Internal Revenue Service to be qualified
under Section 401(a) of the Internal Revenue Code and the related trust to be
exempt from taxation under Section 501(a). Continued qualification of the Plan
will depend on continued effect in operation under the approved form. Universal
Leaf Tobacco Company, Incorporated is not aware of any series of events or
course of actions that may have adversely affected the qualified status of the
Plan.
Until such time as a participant or his beneficiary withdraws from the Plan, no
income tax is payable by the participant on contributions made by his employer
on his behalf or interest and dividends added to his account. The income tax
ramifications to employees with respect to the Plan are described in the
Prospectus covering the Plan which is available to all employees.
6. Related Party Transactions
The administrative expenses of the Plan, which include Trustee's fees of $52,517
and $55,642 during the years ended December 31, 1993 and 1992, respectively, are
paid by Universal Leaf Tobacco Company, Incorporated and are not included in the
accompanying financial statements.
Under the provisions of the Plan, shares of Universal Corporation Common Stock
may be purchased from employees who are officers and directors at the closing
price on the New York Stock Exchange on the date of purchase. Such purchases
amounted to $161,364 and $115,738 during the years ended December 31, 1993 and
1992, respectively.
7. Sale of Universal Woods
Concurrent with the February 10, 1993 sale of Universal Woods (a designated
affiliate of the Company, as defined by the Plan) by the sponsor, all employee
participants of Universal Woods were terminated from the Plan and received 100%
distributions of account balances in accordance with plan provisions. Such
distributions included 9,286 shares of Universal Corporation Common Stock, 331
shares of Lawyers Title Corporation Common Stock and $4,512 from the Fixed
Income Fund.
<PAGE>
Supplemental Schedules
<PAGE>
Schedule 1
Item 27a-
Schedule of Assets Held for
Investment Purposes
<PAGE>
<TABLE>
Schedule 1
Employees' Stock Purchase Plan of
Universal Leaf Tobacco Company, Incorporated
and Designated Affiliated Companies
Item 27a - Schedule of Assets Held for Investment Purposes
December 31, 1993
Market
Name and Title Cost Value
<S> <C> <C>
Universal Corporation Common Stock Fund
Common stock of Universal Corporation $24,223,296 $40,098,102
Temporary cash investments 4,433 4,433
$24,227,729 $40,102,535
Lawyers Title Corporation Common Stock Fund
Common stock of Lawyers Title Corporation $ 373,547 $ 2,101,866
Fixed Income Fund
Investment in guaranteed investment contracts $ 574,701 $ 574,701
Temporary cash investments 2,910 2,910
$ 577,611 $ 577,611
</TABLE>
<PAGE>
Schedule 2
Item 27d -
Schedule of Reportable Transactions
<PAGE>
<TABLE>
Employees' Stock Purchase Plan of
Universal Leaf Tobacco Company, Incorporated
and Designated Affiliated Companies
Item 27d - Schedule of Reportable Transactions
December 31, 1993
Current Value of
Identity of Purchase Selling Cost of Asset on Net Gain
Party Involved Description Price Price Asset Transaction Date or (Loss)
Category (iii) - Series of Transactions in Excess of 5% of Plan Assets
<S> <C> <C> <C> <C> <C> <C>
Edwards (A.G.) and Sons, etc. Purchased 49,800 shares of $1,324,592
Universal Stock at various
prices in a series of 35
individual transactions
Davenport and Co. of Purchased 63,164 shares of 1,683,296
Virginia, Inc. Universal Stock at various
prices in a series of 49
individual transactions
Wheat, First Securities, Inc. Purchased 49,806 shares of 1,335,886
Universal Stock at various
prices in a series of 43
individual transactions
Signet Trust Co. Purchased shares of Signet 4,627,101
Select Money Market Fund II
at $1/share through a
series of 41 individual
transactions
Signet Trust Co. Sold shares of Signet $4,752,224 $4,752,224 $4,752,224 $0
Select Money Market Fund
II at $1/share through a
series of 137 individual
transactions
</TABLE>
Exhibit 23
CONSENT OF INDEPENDENT AUDITORS
We consent to the incorporation by reference in the Registration Statement (Form
S-8 No. 33-21781) pertaining to the Employees' Stock Purchase Plan of Universal
Leaf Tobacco Company, Incorporated and Designated Affiliated Companies and in
the related Prospectus of our report dated June 3, 1994, with respect to the
financial statements and schedules of the Employees' Stock Purchase Plan of
Universal Leaf Tobacco Company, Incorporated and Designated Affiliated Companies
included in this Form 11-K for the year ended December 31, 1993.
/s/ Ernst & Young
Richmond, Virginia
June 9, 1994
