SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 11-K
[ X ] Annual report pursuant to section 15(d) of the Securities Exchange
Act of 1934 [fee required] for the fiscal year ending December 31, 1994.
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 duly caused this annual report to be signed on
its behalf by the undersigned hereunto duly authorized.
EMPLOYEES' STOCK PURCHASE PLAN
OF UNIVERSAL LEAF TOBACCO
COMPANY, INCORPORATED AND
DESIGNATED AFFILIATED COMPANIES
DATE: June 26, 1995 /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, 1994 AND 1993
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, l994 and 1993
with Report of Independent Auditors
TABLE OF CONTENTS
Page
Report of Independent Auditors.............................................1
Financial Statements
Statements of Net Assets Available
for Plan Benefits.........................................................2
Statement of Changes in Net Assets
Available for Plan Benefits...............................................3
Notes to Financial Statements..............................................4
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
Human Resources and Retirement 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, lncorporated and Designated Affiliated Companies (the
Plan) as of December 31, 1994 and 1993 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, 1994 and 1993, 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,
1994, 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 Fund Information in the statements of net
assets available for plan benefits and the statement of changes in net
assets available for plan benefits is presented for purposes of
additional analysis rather than to present the net assets available for
plan benefits and changes in net assets available for plan benefits of
each fund. The supplemental schedules and Fund Information have been
subjected to the auditing procedures applied in our audits of the basic
financial statements and, in our opinion, are fairly stated in all
material respects in relation to the basic financial statements taken as
a whole.
/s/ Ernst & Young LLP
June 23, 1995
<PAGE>
Employees' Stock Purchase Plan of
Universal Leaf Tobacco Company, Incorporated
and Designated Affiliated Companies
Statements of Net Assets Available for Plan Benefits, With Fund Information
<TABLE>
<CAPTION>
DECEMBER 31, 1994
NON-PARTICIPANT
PARTICIPANT DIRECTED DIRECTED
UNIVERSAL LAWYERS TITLE UNIVERSAL
CORPORATION CORPORATION FIXED CORPORATION
COMMON COMMON INCOME COMMON
STOCK FUND STOCK FUND FUND STOCK FUND TOTAL
<S> <C> <C> <C> <C> <C>
Common stock of Universal
Corporation, at market:
1,451,996 shares $13,742,583 $ - $ - $15,116,047 $28,858,630
Common stock of Lawyers
Title Corporation, at market:
85,671 shares - 899,546 - - 899,546
Investment in a fund consisting
of guaranteed investment
contracts; 579,105 units - - 579,105 - 579,105
Temporary cash investments 7,955 3,198 8,750 19,903
Net assets available for plan
benefits $13,750,538 $899,546 $582,303 $15,124,797 $30,357,184
</TABLE>
<TABLE>
<CAPTION>
DECEMBER 31, 1993
NON-PARTICIPANT
PARTICIPANT DIRECTED DIRECTED
UNIVERSAL LAWYERS TITLE UNIVERSAL
CORPORATION CORPORATION FIXED CORPORATION
COMMON COMMON INCOME COMMON
STOCK FUND STOCK FUND FUND STOCK FUND TOTAL
<S> <C> <C> <C> <C> <C>
Common stock of Universal
Corporation, at market:
1,564,804 shares $19,411,766 $ - $ - $20,686,336 $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 2,146 2,910 2,287 7,343
Net assets available for plan
benefits $19,413,912 $2,101,866 $577,611 $20,688,623 $42,782,012
</TABLE>
SEE ACCOMPANYING NOTES.
<PAGE>
Employees' Stock Purchase Plan of
Universal Leaf Tobacco Company, Incorporated
and Designated Affiliated Companies
Statement of Changes in Net Assets Available
for Plan Benefits, With Fund Information
<TABLE>
<CAPTION>
YEAR ENDED DECEMBER 31, 1994
NON-PARTICIPANT
PARTICIPANT DIRECTED DIRECTED
UNIVERSAL LAWYERS TITLE UNIVERSAL
CORPORATION CORPORATION FIXED CORPORATION
COMMON COMMON INCOME COMMON
STOCK FUND STOCK FUND FUND STOCK FUND TOTAL
<S> <C> <C> <C> <C> <C>
Investment income:
Net depreciation in market value
of investments $ (4,349,808) $ (762,615) $ - $ (4,640,344) $ (9,752,767)
Cash dividends 685,636 - - 741,866 1,427,502
Interest 4,803 - 34,838 5,197 44,838
(3,659,369) (762,615) 34,838 (3,893,281) (8,280,427)
Contributions and credit from
forfeitures 1,528,044 - 96,099 1,624,110 3,248,253
(2,131,325) (762,615) 130,937 (2,269,171) (5,032,174)
Withdrawals and forfeitures of
employees' accounts (3,550,868) (399,665) (126,245) (3,315,876) (7,392,654)
Transfer among funds 18,819 (40,040) - 21,221 -
Net increase (decrease) (5,663,374) (1,202,320) 4,692 (5,563,826) (12,424,828)
Net assets available for plan benefits:
December 31, 1993 19,413,912 2,101,866 577,611 20,688,623 42,782,012
December 31, 1994 $ 13,750,538 $ 899,546 $ 582,303 $ 15,124,797 $ 30,357,184
</TABLE>
SEE ACCOMPANYING NOTES.
<PAGE>
Employees' Stock Purchase Plan of
Universal Leaf Tobacco Company, Incorporated
and Designated Affiliated Companies
Notes to Financial Statements
Years ended December 31, l994 and 1993
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>
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>
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.
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. The guaranteed investment contracts are valued
at cost which approximates market value.
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>
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.
The reconciliation of the benefits information for Form 5500 and
Generally Accepted Accounting Principles (GAAP) reporting purposes is as
follows:
BENEFITS REPORTED
FOR THE YEAR ENDED
DECEMBER 31, 1994
As reported on Form 5500 $6,962,906
Benefits accrual at
December 31, 1994 (0)
Benefits accrual at
December 31, 1993 429,748
GAAP Basis $7,392,654
4. CONTRIBUTIONS
Contributions to the Plan by employers and participants for the year
ended December 31, l994 were as follows:
<TABLE>
<CAPTION>
PARTICIPANTS' EMPLOYERS' CREDIT FROM
CONTRIBUTIONS CONTRIBUTIONS FORFEITURES TOTAL
<S> <C> <C> <C> <C>
1994 $1,624,143 $1,600,288 $23,822 $3,248,253
</TABLE>
<PAGE>
Employees' Stock Purchase Plan of
Universal Leaf Tobacco Company, Incorporated
and Designated Affiliated Companies
Notes to Financial Statements (continued)
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
$56,753 and $52,517 during the years ended December 31, l994 and 1993,
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, including officers, at the
closing price on the New York Stock Exchange on the date of purchase.
Such purchases amounted to $156,770 and $161,364 during the years ended
December 31, l994 and 1993, respectively.
<PAGE>
SUPPLEMENTAL SCHEDULES
<PAGE>
SCHEDULE 1
ITEM 27a - SCHEDULE OF ASSETS HELD FOR
INVESTMENT PURPOSES
<PAGE>
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, 1994
<TABLE>
<CAPTION>
MARKET
NAME AND TITLE COST VALUE
<S> <C> <C>
UNIVERSAL CORPORATION COMMON STOCK FUND
Common stock of Universal Corporation $24,354,582 $28,858,630
Temporary cash investments 16,705 16,705
$24,371,287 $28,875,335
LAWYERS TITLE CORPORATION COMMON STOCK FUND
Common stock of Lawyers Title Corporation $ 286,918 $ 899,546
FIXED INCOME FUND
Investment in a fund consisting of guaranteed
investment contracts $ 579,105 $ 579,105
Temporary cash investments 3,198 3,198
$ 582,303 $ 582,303
</TABLE>
<PAGE>
SCHEDULE 2
ITEM 27d - SCHEDULE OF REPORTABLE
TRANSACTIONS
<PAGE>
EMPLOYEES' STOCK PURCHASE PLAN OF
UNIVERSAL LEAF TOBACCO COMPANY, INCORPORATED
AND DESIGNATED AFFILIATED COMPANIES
ITEM 27d - SCHEDULE OF REPORTABLE TRANSACTIONS
<TABLE>
<CAPTION>
DECEMBER 31, 1994
CURRENT
VALUE OF
IDENTITY OF PURCHASE SELLING COST OF OF ASSET ON NET GAIN
PARTY INVOLVED DESCRIPTION PRICE PRICE ASSET TRANSACTION DATE OR (LOSS)
<S> <C> <C> <C> <C> <C> <C>
CATEGORY (iii) - SERIES OF
TRANSACTIONS IN EXCESS OF
5% OF PLAN ASSETS
Edwards (A.G.) and Sons, Inc. Purchased 60,000 shares of Universal $1,236,300
Stock at various prices in a series of
28 individual transactions
Davenport and Co. of
Virginia, Inc. Purchased 80,461 shares of Universal 1,745,853
Stock at various prices in a series of
46 individual transactions
Wheat, First Securities, Inc. Purchased 50,500 shares of Universal 1,031,025
Stock at various prices in a series
of 30 individual transactions
Signet Trust Co. Purchased shares of Signet Medalist 4,495,096
Money Market Fund II at $1/share
through a series of 45 individual
transactions
Signet Trust Co. Sold shares of Signet Medalist Money $4,508,037 $4,508,037 $4,508,037 $0
Market Fund II at $1/share through a
series of 151 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 23, 1995, 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 Annual Report (Form 11-K) for the year ended December
31, 1994.
/s/ Ernst & Young LLP
Richmond, Virginia
June 26, 1995
