FILED PURSUANT TO RULE 424(B)(2)
FILE NO. 33-65079
PROSPECTUS SUPPLEMENT TO PROSPECTUS DATED FEBRUARY 5, 1996
$100,000,000
[Universal Logo]
6 1/2% NOTES DUE FEBRUARY 15, 2006
(INTEREST PAYABLE FEBRUARY 15 AND AUGUST 15)
Interest on the Notes is payable semi-annually in February and August of
each year commencing August 15, 1996. The Notes will bear interest at the rate
of 6.50% per annum and will mature on February 15, 2006.
The Notes will be issued in fully registered, book-entry form in
denominations of $1,000 and integral multiples thereof. The Notes are not
redeemable prior to maturity and have no sinking fund provisions.
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES
COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF THIS
PROSPECTUS SUPPLEMENT OR THE PROSPECTUS TO WHICH IT
RELATES. ANY REPRESENTATION TO THE CONTRARY
IS A CRIMINAL OFFENSE.
<TABLE>
<CAPTION>
UNDERWRITING
PRICE TO DISCOUNTS AND PROCEEDS TO
PUBLIC* COMMISSIONS+ COMPANY*++
<S> <C> <C> <C>
Per Note......... 99.723% .650% 99.073%
Total............ $99,723,000 $650,000 $99,073,000
</TABLE>
* Plus accrued interest, if any, from February 20, 1996.
+ The Company has agreed to indemnify the Underwriters against certain
liabilities, including liabilities under the Securities Act of 1933, as
amended.
++ Before deducting expenses payable by the Company, estimated at $180,000.
The Notes are being offered by the Underwriters as set forth under
"Underwriting" herein. It is expected that the Notes will be delivered in
book-entry form only, on or about February 20, 1996, through the facilities of
The Depository Trust Company, New York, New York, against payment therefor in
immediately available funds.
DILLON, READ & CO. INC. WHEAT FIRST BUTCHER SINGER
The date of this Prospectus Supplement is February 14, 1996.
<PAGE>
IN CONNECTION WITH THIS OFFERING, THE UNDERWRITERS MAY OVER-ALLOT OR EFFECT
TRANSACTIONS WHICH STABILIZE OR MAINTAIN THE MARKET PRICE OF THE NOTES OFFERED
HEREBY AT A LEVEL ABOVE THAT WHICH MIGHT OTHERWISE PREVAIL IN THE OPEN MARKET.
SUCH STABILIZING, IF COMMENCED, MAY BE DISCONTINUED AT ANY TIME.
THE COMPANY
Universal Corporation (the "Company"), headquartered in Richmond, Virginia,
was founded in 1918 and, through its subsidiaries, is the world's largest
independent tobacco merchant as well as a leading lumber and building products
distributor in Holland. In addition, the Company is engaged in a number of
value-added agri-product enterprises. Universal operates in over 30 countries
and employs approximately 30,000 people.
USE OF PROCEEDS
The net proceeds to the Company from the sale of the Notes offered hereby
are estimated at $98,893,000, after the deduction of the underwriting discounts
and estimated expenses of this offering. The Company is selling the Notes in
order to obtain long-term funding in anticipation of repurchasing prior to
maturity, or repaying upon maturity, approximately $105 million aggregate
principal amount of maturing long-term debt having a weighted average interest
rate of approximately 8%, including approximately $70 million of senior notes
that will mature during the next thirteen months. Pending such use, the net
proceeds from the sale of the Notes will be used to repay a portion of the
Company's short-term bank debt and commercial paper having a weighted average
interest rate of 5.7% and a weighted average maturity of 26 days as of February
1, 1996. Approximately $15 million of this short-term bank debt was incurred in
connection with the repayment of senior notes that matured in August 1995.
DESCRIPTION OF NOTES
The Notes are to be issued under an Indenture, dated as of February 1, 1991
(the "Indenture"), between the Company and Chemical Bank, as Trustee (the
"Trustee"), which is more fully described in the accompanying Prospectus under
"Description of Debt Securities."
The Notes are limited to $100,000,000 in aggregate principal amount. The
Notes will be issued only in book-entry form in denominations of $1,000 and
integral multiples of $1,000, will bear interest from February 20, 1996 at the
annual rate set forth on the cover page of this Prospectus Supplement, and will
mature on February 15, 2006. Interest will be payable semi-annually on February
15 and August 15 of each year, commencing August 15, 1996, to the persons in
whose names the Notes are registered at the close of business on the applicable
Regular Record Date, which is the February 1 or August 1 next preceding such
interest payment date. The Notes will not be redeemable by the Company prior to
their stated maturity date and will not be subject to any sinking fund.
Principal of and interest on the Notes will be payable at the office or
agency of the Company to be maintained in the Borough of Manhattan, The City of
New York, initially at the Corporate Trust Office of the Trustee, 55 Water
Street, New York, New York; provided, however, that at the option of the Company
payment of interest may be made by check mailed to the registered Holders of the
Notes.
Upon issuance, all Notes will be represented by one or more fully
registered global Notes (each, a "Global Note"). Such Global Notes will be
deposited with or on behalf of The Depository Trust Company, as Depositary (the
"Depositary") and registered in the name of a nominee of the Depositary. No
beneficial owners of Notes will be entitled to receive Notes in definitive form
except in the limited circumstances described in the Prospectus.
S-2
<PAGE>
UNDERWRITING
The names of the Underwriters of the Notes, and the aggregate principal
amount of the Notes which each has severally agreed to purchase from the
Company, subject to the terms and conditions specified in the Underwriting
Agreement and the related Terms Agreement each dated February 14, 1996, are as
follows:
<TABLE>
<CAPTION>
PRINCIPAL
AMOUNT OF
UNDERWRITER NOTES
<S> <C>
Dillon, Read & Co. Inc.................................. $ 70,000,000
Wheat, First Securities, Inc............................ 30,000,000
Total................................................. $100,000,000
</TABLE>
If any Notes are purchased by the Underwriters, all Notes will be so
purchased. The Notes are being initially offered severally by the Underwriters
for sale directly to the public at the price set forth on the cover hereof under
"Price to Public" and to certain dealers at such price less a concession not in
excess of .40% of the principal amount. The respective Underwriters may allow,
and such dealers may reallow, a concession not exceeding .25% of the principal
amount on sales to certain other dealers. The offering of Notes is made for
delivery when, as and if accepted by the Underwriters and subject to prior sale
and to withdrawal, cancellation or modification of the offer without notice. The
Underwriters reserve the right to reject any order for the purchase of Notes.
After the initial public offering, the public offering price and other selling
terms may be changed by the Underwriters.
The Notes are a new issue of securities with no established trading market
and will not be listed on any securities exchange. The Company has been advised
by the Underwriters that they intend to make a market in the Notes, but are not
obligated to do so and may discontinue any market making at any time without
notice. No assurance can be given as to the liquidity of the trading market for
the Notes.
The Company has agreed to indemnify the Underwriters and their controlling
persons against certain liabilities, including liabilities under the Securities
Act of 1933, as amended, or to contribute to payments that the Underwriters may
be required to make in respect thereof.
The Underwriters from time to time have provided, and may in the future
provide, investment banking services to the Company, for which they have
received and would receive compensation.
S-3
<PAGE>
$200,000,000
[Universal Logo]
DEBT SECURITIES
Universal Corporation (the "Company") may offer, from time to time, its
debt securities consisting of debentures, notes and/or other evidences of
indebtedness (the "Debt Securities"), at an aggregate issue price not to exceed
$200,000,000 (or the equivalent in foreign denominated currencies or units of
two or more currencies, based on the applicable exchange rate at the time of
offering, as shall be designated by the Company at the time of offering). The
Debt Securities may be offered as separate series, and may be offered in
amounts, at prices and on terms to be determined at the time of the offering.
Each issue of Debt Securities may vary, where applicable, as to aggregate
principal amount, maturity date, public offering or purchase price, interest
rate or rates and timing of payments thereof, provision for redemption or
sinking fund requirements, if any, currencies of denomination or currencies
otherwise applicable thereto and any other variable terms and methods of
distribution. The specific terms with regard to the Debt Securities in respect
of which this Prospectus is being delivered are set forth in one or more
accompanying Prospectus Supplements (each a "Prospectus Supplement").
The Debt Securities will be unsecured and will rank equally with all other
unsecured and unsubordinated indebtedness of the Company.
The Debt Securities may be issued in registered form ("Registered
Securities") or bearer form with coupons attached ("Bearer Securities"), or
both. In addition, all or a portion of the Debt Securities of a series may be
issuable in temporary or permanent global form. Bearer Debt Securities, Debt
Securities represented by a permanent global Debt Security exchangeable for
Bearer Debt Securities and Debt Securities initially represented by a temporary
global Debt Security described under "Description of Debt
Securities -- Temporary Global Securities" (collectively, "Euro-Securities") are
offered only to Non-United States persons and to offices of certain United
States financial institutions located outside the United States and its
possessions. See "Limitations on Issuance of Euro-Securities." For a discussion
of certain United States federal income tax consequences to Holders of Debt
Securities, see "United States Taxation."
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES
COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF THIS
PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.
The Debt Securities may be sold directly by the Company, or indirectly
through agents designated from time to time or through underwriters or dealers,
or through a combination of such methods. See "Plan of Distribution." If any
agents of the Company or any underwriters or dealers are involved in the sale of
the Debt Securities, the names of such agents, underwriters or dealers and any
applicable commissions or discounts will also be set forth in the Prospectus
Supplement. The net proceeds to the Company from such sale will be set forth in
the Prospectus Supplement.
THE DATE OF THIS PROSPECTUS IS FEBRUARY 5, 1996.
<PAGE>
AVAILABLE INFORMATION
The Company is subject to the informational requirements of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), and in accordance
therewith files reports and other information with the Securities and Exchange
Commission (the "Commission"). Such reports, proxy statements and other
information can be inspected and copied at the public reference room of the
Commission at Judiciary Plaza, 450 Fifth Street, N.W., Washington, D.C. 20549,
and at the following regional offices of the Commission: Seven World Trade
Center, Suite 1300, New York, New York 10048, and Citicorp Center, 500 West
Madison Street, Suite 1400, Chicago, Illinois 60661. Copies of such material can
be obtained by mail from the Public Reference Section of the Commission at 450
Fifth Street, N.W., Washington, D.C. 20549, at prescribed rates. The Company's
Common Stock is listed on the New York Stock Exchange, and such reports, proxy
statements and other information concerning the Company may be inspected at the
offices of the New York Stock Exchange, Inc., 20 Broad Street, New York, New
York 10005.
This Prospectus does not contain all the information set forth in the
registration statement to which this Prospectus relates (the "Registration
Statement") and the exhibits thereto which the Company has filed with the
Commission under the Securities Act of 1933, as amended (the "Securities Act"),
and to which reference is hereby made.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents filed by the Company with the Commission (File No.
1-652) are incorporated herein by reference:
1. The Company's Annual Report on Form 10-K for the fiscal year ended June
30, 1995;
2. The Company's Quarterly Report on Form 10-Q (as amended by Form 10-Q/A)
for the quarter ended September 30, 1995; and
3. The Company's Current Report on Form 8-K bearing a cover date of July
11, 1995.
All documents subsequently filed by the Company pursuant to Sections 13(a),
13(c), 14 or 15(d) of the Exchange Act prior to the termination of the offering
of the Debt Securities shall be deemed to be incorporated by reference into this
Prospectus and to be a part hereof from the respective dates of filing of such
documents.
Any statement contained herein or in a document all or any portion of which
is incorporated or deemed to be incorporated by reference herein shall be deemed
to be modified or superseded for purposes of this Prospectus to the extent that
a statement contained herein or in any other subsequently filed document which
also is or is deemed to be incorporated by reference herein modifies or
supersedes such statement. Any statement so modified or superseded shall not be
deemed, except as so modified or superseded, to constitute a part of the
Registration Statement or this Prospectus.
The Company will provide without charge to any person to whom this
Prospectus is delivered, upon the written or oral request of such person, a copy
of any or all of the foregoing documents incorporated herein by reference (other
than certain exhibits to such documents). Requests for such copies should be
directed to Karen M. L. Whelan, Vice President and Treasurer, Universal
Corporation, 1501 North Hamilton Street, Richmond, Virginia 23230, telephone
number (804) 359-9311.
THE COMPANY
The Company, through its subsidiaries, is the world's largest independent
leaf tobacco merchant and has additional operations in agri-products and lumber
and building products. The Company's tobacco operations have been the principal
focus of the Company since its founding in 1918, and for the fiscal year ended
June 30, 1995, such operations accounted for 70% of revenues and 75% of
operating profits. The Company's agri-products and lumber and building products
operations accounted for 14% and 16% of revenues and 9% and 16% of operating
profits, respectively, during the same period.
The Company was incorporated under the laws of the Commonwealth of Virginia
in 1918. The Company's principal executive offices are located at 1501 North
Hamilton Street, Richmond, Virginia 23230, telephone (804) 359-9311.
2
<PAGE>
RATIO OF EARNINGS TO FIXED CHARGES
The table below sets forth the ratio of earnings to fixed charges for the
periods indicated. For purposes of calculating the ratio, earnings consist of
the sum of (i) pretax income from continuing consolidated operations and
unconsolidated affiliates, excluding the effects of discontinued operations,
extraordinary items and the cumulative effect of accounting changes and (ii)
fixed charges. Fixed charges consist of interest costs for the Company and its
unconsolidated affiliates and the amortization of debt discounts.
<TABLE>
<CAPTION>
THREE MONTHS
ENDED
SEPTEMBER 30, YEAR ENDED JUNE 30,
1995 1994 1995 1994 1993 1992 1991
<S> <C> <C> <C> <C> <C> <C> <C>
Ratio of Earnings to Fixed Charges................. 2.0x 1.4x 1.8x 1.9x 3.1x 2.8x 2.4x
</TABLE>
USE OF PROCEEDS
Except as may be set forth in a Prospectus Supplement, the Company intends
to use the net proceeds from the sale of the Debt Securities for general
corporate purposes, which may include repayment of indebtedness, capital
expenditures, possible acquisitions and working capital. Pending such use, the
net proceeds may be temporarily invested or applied to the reduction of
indebtedness.
DESCRIPTION OF DEBT SECURITIES
The Debt Securities will be issued under an Indenture dated as of February
1, 1991 (the "Indenture") between the Company and Chemical Bank, as Trustee (the
"Trustee"). A copy of the Indenture has been filed as an exhibit to the
Registration Statement of which this Prospectus is a part. The statements under
this caption, as modified or superseded by the applicable Prospectus Supplement,
are brief summaries of certain provisions of the Indenture, do not purport to be
complete, and are subject to, and are qualified in their entirety by reference
to, all of the provisions of the Indenture. Wherever particular Sections or
defined terms of the Indenture are referred to, such Sections or defined terms
are incorporated herein by reference.
The term "Securities," as used in this Prospectus, refers to all Securities
issued under the Indenture and includes the Debt Securities. Unless otherwise
indicated, currency amounts in this Prospectus and any Prospectus Supplement are
stated in United States dollars ("$" or "dollars").
The Securities may be issued from time to time in one or more series. The
particular terms of each series of Securities offered by a Prospectus Supplement
or Prospectus Supplements will be described in such Prospectus Supplement or
Prospectus Supplements relating to such series.
The Indenture limits the ability of the Company to incur certain secured
indebtedness and to engage in certain sale and leaseback transactions. See
"Restrictions on Liens" and "Restrictions on Sale and Leaseback Transactions"
below. There is no restriction in the Securities or the Indenture against the
incurring of indebtedness by the Company or any subsidiary of the Company. The
Debt Securities will be obligations exclusively of the Company. The Company is a
holding company, substantially all of whose consolidated assets are held by its
subsidiaries. Accordingly, the cash flow of the Company and the consequent
ability to service its debt, including the Debt Securities, are largely
dependent upon the cash flow and earnings of such subsidiaries.
GENERAL
The Indenture will provide that, in addition to Securities previously
issued thereunder, additional Securities may be issued in separate series
thereunder without limitation as to aggregate principal amount. The terms of
each series of Securities will be established by or pursuant to a resolution of
the Board of Directors of the Company and set forth or determined in the manner
provided in an Officers' Certificate or by a supplemental indenture. (Section
301)
The applicable Prospectus Supplement or Prospectus Supplements will
describe the following terms of the Securities of each series: (1) the title of
the Securities; (2) any limit on the aggregate principal amount of the
Securities; (3) whether the Securities are to be issuable as Registered
Securities or Bearer Securities or both, whether any of the Securities are to be
issuable initially in temporary global form and whether any of the Securities
are to be issuable in permanent global form; (4) the price or prices (expressed
as a percentage of the aggregate principal amount thereof) at which the
Securities will be
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<PAGE>
issued; (5) the date or dates on which the Securities will mature; (6) the rate
or rates per annum at which the Securities will bear interest, if any, or the
formula pursuant to which such rate or rates will be determined, and the date or
dates from which any such interest will accrue; (7) the Interest Payment Dates
on which any such interest on the Securities will be payable and the Regular
Record Date for any interest payable on any Registered Securities on any
Interest Payment Date; (8) the Person to whom any Registered Securities of such
series will be payable, if other than the Person in whose name that Security (or
one or more Predecessor Securities) is registered at the close of business on
the Regular Record Date for such interest, the manner in which, or the Person to
whom, any interest on any Bearer Security of such series will be payable, if
otherwise than upon presentation and surrender of the coupons appertaining
thereto, and the extent to which, or the manner in which, any interest payable
on a temporary global Security on an Interest Payment Date will be paid if other
than in the manner described under "Global Securities -- Temporary Global
Securities" below and the extent to which, or the manner in which, any interest
payable on a permanent global Security on an Interest Payment Date will be paid;
(9) each office or agency where, subject to the terms of the Indenture as
described below under "Payment and Paying Agents," the principal of and any
premium and interest on the Securities will be payable and each office or agency
where, subject to the terms of the Indenture as described below under "Form,
Exchange, Registration and Transfer," the Securities may be presented for
registration of transfer or exchange; (10) the period or periods within which
and the price or prices at which the Securities may, pursuant to any optional
redemption provisions, be redeemed, in whole or in part, and the other detailed
terms and provisions of any such optional redemption provisions; (11) the
obligation, if any, of the Company to redeem or purchase the Securities pursuant
to any sinking fund or analogous provisions or at the option of the Holder
thereof and the period or periods within which and the price or prices at which
the Securities will be redeemed or purchased, in whole or in part, pursuant to
such obligation, and the other detailed terms and provisions of such obligation;
(12) the denominations in which any Registered Securities will be issuable, if
other than denominations of $1,000 and any integral multiple thereof, and the
denomination or denominations in which Bearer Securities will be issuable, if
other than denominations of $5,000; (13) the currency or currency units of
payment of principal of and any premium and interest on the Securities; (14) any
index used to determine the amount of payments of principal of and any premium
and interest on the Securities; (15) any limitation on the application of the
terms of the Indenture described below under "Defeasance and Covenant
Defeasance;" and (16) any other terms of the Securities not inconsistent with
the provisions of the Indenture. (Section 301) Any such Prospectus Supplement or
Prospectus Supplements will also describe any special provisions for the payment
of additional amounts relating to specified taxes, assessments or other
governmental charges in respect of the Securities of such series and whether the
Company has the option to redeem the affected Securities rather than pay such
additional amounts.
Securities may be issued as Original Issue Discount Securities. An Original
Issue Discount Security is a Security, including any zero-coupon Security, which
is issued at a price lower than the amount payable upon the Stated Maturity
thereof, and which provides that, upon redemption or acceleration of the
Maturity thereof, an amount less than the amount payable upon the Stated
Maturity thereof and determined in accordance with the terms of such Security
shall become due and payable. Special United States federal income tax
considerations applicable to Securities issued at an original issue discount,
including Original Issue Discount Securities, and special United States tax
considerations applicable to any Securities which are denominated in a currency
or currency unit other than United States dollars are described below under
"United States Taxation -- United States Holders -- Original Issue Discount."
The Securities of each series will be unsecured and will rank pari passu
with all other unsecured and unsubordinated indebtedness of the Company.
The Indenture does not contain any provisions which may afford the Holders
of Securities of any series protection in the event of a highly leveraged
transaction or other transaction which may occur in connection with a takeover
attempt resulting in a decline in the credit rating of the Securities. Any such
provisions, if applicable to the Securities of any series, will be described in
the Prospectus Supplement or Prospectus Supplements relating thereto.
FORM, EXCHANGE, REGISTRATION AND TRANSFER
Securities of a series may be issuable in definitive form solely as
Registered Securities, solely as Bearer Securities or as both Registered
Securities and Bearer Securities. Unless otherwise indicated in an applicable
Prospectus Supplement or Prospectus Supplements, Bearer Securities in definitive
form will have interest coupons attached. The Indenture also will provide that
Securities of a series may be issuable in temporary or permanent global form.
(Section 201) See "Global Securities -- Temporary Global Securities" and "Global
Securities -- Permanent Global Securities."
In connection with its sale during the Restricted Period (as defined in
Section 1.163-5(c)(2)(i)(D)(7) of the United States Treasury Regulations), no
Euro-Security shall be delivered to any location in the United States or its
possessions. Except as
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may otherwise be provided in the applicable Prospectus Supplement, a
Euro-Security (not including a Security in temporary global form) may be
delivered in connection with its sale during the Restricted Period only if the
person entitled to physical delivery of such Euro-Security furnishes written
certification, in the form required by the Indenture, to the effect that (i)
such Euro-Security is not owned or being acquired by or on behalf of a United
States person (as defined under "Limitations on Issuance of Euro-Securities"),
(ii) such Euro-Security is owned or being acquired by or on behalf of (A) a
United States person that is a financial institution within the meaning of
Section 1.165-12(c)(1)(v) of the United States Treasury Regulations (a
"Financial Institution") purchasing for its own account or for resale or (B) a
United States person who acquired such Euro-Security through the foreign branch
of a United States Financial Institution and who holds such Euro-Security
through such Financial Institution on the date of such written certification
(and, in either case (A) or (B), the Financial Institution has agreed to comply
with the requirements of Section 165(j)(3)(A), (B) or (C) of the Internal
Revenue Code of 1986, as from time to time amended, and the regulations
thereunder), or (iii) such Euro-Security is owned or is being acquired by a
Financial Institution for the purpose of resale during the Restricted Period. A
Financial Institution described in clause (iii) above, whether or not also
described in clause (i) or (ii) above, must certify that it has not acquired the
Euro-Security for purposes of resale directly or indirectly to a United States
person or to a person within the United States or its possessions. In the case
of a Euro-Security in permanent global form, such certification must be given in
connection with the notation of a beneficial owner's interest therein upon
original issuance of such Security or upon exchange of a portion of a temporary
global Security. (Section 303) See "Global Securities -- Temporary Global
Securities" and "Limitations on Issuance of Euro-Securities."
At the option of the Holder, subject to the terms of the Indenture,
Registered Securities of any series will be exchangeable for other Registered
Securities of the same series of any authorized denominations and of a like
aggregate principal amount and tenor. In addition, if Securities of any series
are issuable as both Registered Securities and Bearer Securities, at the option
of the Holder, subject to the terms of the Indenture, Bearer Securities (with
all unmatured coupons, except as provided below, and with all matured coupons in
default) of such series will be exchangeable for Registered Securities of the
same series of any authorized denominations and of a like aggregate principal
amount and tenor. Bearer Securities surrendered in exchange for Registered
Securities between a Regular Record Date or a Special Record Date and the
relevant date for payment of interest shall be surrendered without the coupon
relating to such date for payment of interest and interest will not be payable
in respect of the Registered Security issued in exchange for such Bearer
Security, but will be payable only to the Holder of such coupon when due in
accordance with the terms of the Indenture. Registered Securities, including
Registered Securities received in exchange for Bearer Securities, may not be
exchanged for Bearer Securities. (Section 305) Each Bearer Security and coupon
will bear a legend to the following effect: "Any United States person who holds
this obligation will be subject to limitations under the United States income
tax laws, including the limitations provided in Sections 165(j) and 1287(a) of
the Internal Revenue Code." (Section 201)
Securities may be presented for exchange as provided above, and Registered
Securities may be presented for registration of transfer (with the form of
transfer endorsed thereon duly executed), at the office of the Security
Registrar or at the office of any transfer agent designated by the Company for
such purpose with respect to any series of Securities and referred to in an
applicable Prospectus Supplement or Prospectus Supplements, without a service
charge and upon payment of any taxes and other governmental charges as described
in the Indenture. Such transfer or exchange will be effected upon the Security
Registrar or such transfer agent, as the case may be, being satisfied with the
documents of title and identity of the person making the request. The Company
has appointed the Trustee as Security Registrar. (Section 305) If a Prospectus
Supplement or Prospectus Supplements refer to any transfer agents (in addition
to the Security Registrar) initially designated by the Company with respect to
any series of Securities, the Company may at any time rescind the designation of
any such transfer agent or approve a change in the location through which any
such transfer agent acts, except that, if Securities of a series are issuable
solely as Registered Securities, the Company will be required to maintain a
transfer agent in each Place of Payment for such series and, if Securities of a
series are issuable as Bearer Securities, the Company will be required to
maintain (in addition to the Security Registrar) a transfer agent in a Place of
Payment for such series located outside the United States and its possessions.
The Company may at any time designate additional transfer agents with respect to
any series of Securities. (Section 1002)
In the event of any redemption in part, the Company shall not be required
to (i) issue, register the transfer of or exchange any Security during a period
beginning at the opening of business 15 days before any selection for redemption
of Securities of like tenor and of the series of which such Security is a part,
and ending at the close of business on the earliest date on which the relevant
notice of redemption is deemed to have been given to all Holders of Securities
of like tenor and of such series to be redeemed; (ii) register the transfer of
or exchange any Registered Security so selected for redemption, in whole or in
part, except the unredeemed portion of any Security being redeemed in part; or
(iii) exchange any Bearer Security so
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selected for redemption, except to exchange such Bearer Security for a
Registered Security of that series and like tenor which is immediately
surrendered for redemption. (Section 305)
PAYMENT AND PAYING AGENTS
Unless otherwise indicated in an applicable Prospectus Supplement or
Prospectus Supplements, principal of and any premium and interest on Bearer
Securities will be payable, subject to any applicable laws and regulations, at
the offices of such Paying Agents outside the United States and its possessions
as the Company may designate from time to time or, at the option of the Holder,
by check or by transfer to an account maintained by the payee with a financial
institution located outside the United States and its possessions. Unless
otherwise indicated in an applicable Prospectus Supplement or Prospec-
tus Supplements, payment of interest on a Bearer Security on any Interest
Payment Date will be made only against surrender to the Paying Agent of the
coupon relating to such Interest Payment Date. (Section 1001) No payment with
respect to any Bearer Security will be made at any office or agency of the
Company in the United States or its possessions or by check mailed to any
address in the United States or its possessions or by transfer to any account
maintained with a financial institution located in the United States or its
possessions. Notwithstanding the foregoing, payments of principal of and any
premium and interest on Bearer Securities denominated and payable in U.S.
dollars will be made at the office of the Paying Agent in the Borough of
Manhattan, The City of New York, if (but only if) payment of the full amount
thereof in U.S. dollars at all offices or agencies outside the United States and
its possessions is illegal or effectively precluded by exchange controls or
other similar restrictions. (Section 1002)
Unless otherwise indicated in an applicable Prospectus Supplement or
Prospectus Supplements, principal of and any premium and interest on Registered
Securities will be payable, subject to any applicable laws and regulations, at
the office of such Paying Agent or Paying Agents as the Company may designate
from time to time, except that at the option of the Company payment of any
interest may be made by check mailed to the address of the Person entitled
thereto as such address shall appear in the Security Register. Unless otherwise
indicated in an applicable Prospectus Supplement or Prospectus Supplements,
payment of interest on a Registered Security on any Interest Payment Date will
be made to the Person in whose name such Registered Security (or Predecessor
Security) is registered at the close of business on the Regular Record Date for
such interest. (Section 307)
Unless otherwise indicated in an applicable Prospectus Supplement or
Prospectus Supplements, the Corporate Trust Office of the Trustee in The City of
New York will be designated as a Paying Agent for the Company for payments with
respect to Securities of each series which are issuable solely as Registered
Securities and as a Paying Agent for payments with respect to Securities of each
series (subject to the limitations described above in the case of Bearer
Securities) which are issuable solely as Bearer Securities or as both Registered
Securities and Bearer Securities. Any Paying Agents outside the United States
and its possessions and any other Paying Agents in the United States or its
possessions initially designated by the Company for the Securities of each
series will be named in an applicable Prospectus Supplement or Prospectus
Supplements. The Company may at any time designate additional Paying Agents or
rescind the designation of any Paying Agent or approve a change in the office
through which any Paying Agent acts, except that if Securities of a series are
issuable solely as Registered Securities, the Company will be required to
maintain a Paying Agent in each Place of Payment for such series and, if
Securities of a series are issuable as Bearer Securities, the Company will be
required to maintain (i) a Paying Agent in the Borough of Manhattan, The City of
New York for payments with respect to any Registered Securities of the series
(and for payments with respect to Bearer Securities of the series in the
circumstances described above, but not otherwise), and (ii) a Paying Agent in a
Place of Payment located outside the United States and its possessions where
Securities of such series and any coupons appertaining thereto may be presented
and surrendered for payment; provided, however, that if the Securities of such
series are listed on The International Stock Exchange of the United Kingdom and
the Republic of Ireland, Limited (the "London Stock Exchange"), the Luxembourg
Stock Exchange or any other stock exchange located outside the United States and
its possessions and such stock exchange shall so require, the Company will
maintain a Paying Agent in London, Luxembourg or any other required city located
outside the United States and its possessions, as the case may be, for the
Securities of such series. (Section 1002)
All moneys paid by the Company to a Paying Agent for the payment of the
principal of and any premium or interest on any Security of any series which
remain unclaimed at the end of two years after such principal, premium or
interest shall have become due and payable will be repaid to the Company and the
Holder of such Security or any coupon appertaining thereto will thereafter look
only to the Company for payment thereof. (Section 1003)
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GLOBAL SECURITIES
DEPOSITARY GLOBAL SECURITIES
If so specified in an applicable Prospectus Supplement or Prospectus
Supplements, the Debt Securities of a series will be issued in book-entry form
and will be evidenced by a single permanent global Security (the "Depositary
Global Security") which will be deposited with, or on behalf of, the Depository
Trust Company, as Depositary (the "Depositary"), located in the Borough of
Manhattan, The City of New York, and will be registered in the name of the
Depositary or a nominee of the Depositary.
The specific terms of the depositary arrangement with respect to a series
of Debt Securities evidenced by a Depositary Global Security will be described
in the Prospectus Supplement relating to such series. Unless otherwise specified
in the applicable Prospectus Supplement, the Company anticipates that the
following provisions will apply to depositary arrangements.
Ownership of beneficial interests in a Depositary Global Security will be
limited to institutions that have accounts with the Depositary ("participants")
or persons that may hold interests through participants. In addition, ownership
of beneficial interests in Depositary Global Securities by persons that hold
through participants will only be evidenced by, and the transfer of that
ownership interest within such participant will be effected only through,
records maintained by such participant. The laws of some jurisdictions require
that certain purchasers of securities take physical delivery of such securities
in definitive form. Such laws may impair the ability to transfer beneficial
interests in a Depositary Global Security.
Upon the issuance of a series of Debt Securities evidenced by a Depositary
Global Security, and the deposit of such Depositary Global Security with the
Depositary, the Depositary will immediately credit, on its book-entry
registration and transfer system, the respective principal amounts of the Debt
Securities evidenced by such Depositary Global Security to the accounts of
participants. The initial accounts to be credited shall be designated by the
Underwriters of such series of Debt Securities.
Payments of principal of and interest on a series of Debt Securities
evidenced by a Depositary Global Security will be made by the Company through
Chemical Bank, as Paying Agent or such other paying agent named in the
Prospectus Supplement, to the Depositary or its nominee, as the case may be, as
the registered owner and the Holder of the Depositary Global Security. None of
the Company, the Trustee or any agent of the Company or the Trustee will have
any responsibility or liability for any aspect of the Depositary's records or
any participant's records relating to or payments made on account of Depositary
Global Securities or for maintaining, supervising or reviewing any of the
Depositary's records or any participant's records relating to such Depositary
Global Securities.
The Company expects that the Depositary for a series of Debt Securities
evidenced by a Depositary Global Security or its nominee, upon receipt of any
payment of principal of or interest in respect of any such Depositary Global
Security, will immediately credit, on its book-entry registration and transfer
system, accounts of participants with payment in amounts proportionate to their
respective beneficial interests in the principal amount of such Depositary
Global Security as shown on the records of the Depositary. Payments by
participants to owners of beneficial interests in such Depositary Global
Security held through such participants will be governed by standing
instructions and customary practices, as is now the case with securities held
for the accounts of customers registered in "street name," and will be the
responsibility of such participants.
The Depositary Global Security evidencing a series of Debt Securities may
not be transferred except as a whole by the Depositary for such Depositary
Global Security to a nominee of such Depositary or by a nominee of such
Depositary to such Depositary or another nominee of such Depositary or by such
Depositary or any such nominee to a successor of the Depositary or a nominee of
such successor.
Unless otherwise specified in the applicable Prospectus Supplement, a
Depositary Global Security evidencing a series of Debt Securities will be
exchangeable for definitive Securities in registered form, of like tenor and of
an equal aggregate principal amount, only if (x) the Depositary notifies the
Company that it is unwilling or unable to continue as Depositary for such
Depositary Global Security or if at any time the Depositary ceases to be a
clearing agency registered under the Exchange Act, (y) the Company in its sole
discretion determines that the Depositary Global Securities shall be
exchangeable for definitive Securities in registered form or (z) any event shall
have happened and be continuing which, after notice or lapse of time, or both,
would become an Event of Default with respect to the Debt Securities of a series
evidenced by a Depositary Global Security. In the event that the Depositary
Global Security evidencing a series of Debt Securities is exchangeable pursuant
to the preceding sentence, it shall be exchangeable in whole for definitive
Securities in registered form, of like tenor
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and of an equal aggregate principal amount, in denominations of $1,000 and
integral multiples thereof. Such definitive Securities shall be registered in
the name or names of such person or persons as the Depositary shall instruct the
Security Registrar. It is expected that such instructions may be based upon
directions received by the Depositary from its participants with respect to
ownership of beneficial interests in the Depositary Global Securities.
Except as provided above or in the applicable Prospectus Supplement, owners
of beneficial interests in Depositary Global Securities will not be entitled to
receive physical delivery of Securities in definitive form and will not be
considered the Holders thereof for any purpose under such Securities or the
Indenture, and the Depositary Global Security evidencing a series of Debt
Securities will not be exchangeable, except for another Depositary Global
Security of like denomination and tenor to be registered in the name of the
Depositary or its nominee. Accordingly, each person owning a beneficial interest
in a Depositary Global Security must rely on the procedures of the Depositary
for such Depositary Global Security and, if such person is not a participant, on
the procedures of the participant through which such person owns its interest,
to exercise any rights of a Holder under such Securities or the Indenture. The
Indenture allows the Depositary, as a Holder, to appoint agents and otherwise
authorize participants to give or take any request, demand, authorization,
direction, notice, consent, waiver or other action which a Holder is entitled to
give or take under the Indenture. The Company understands that under existing
industry practices, in the event that the Company requests any action of Holders
or an owner of a beneficial interest in a Depositary Global Security desires to
give or take any action a Holder is entitled to give or take under such
Securities or the Indenture, the Depositary would authorize the participants
owning beneficial interests in the relevant Depositary Global Security to give
or take such action, and such participants would authorize beneficial owners
owning through such participants to give or take such action or would otherwise
act upon the instructions of beneficial owners owning through them.
The Depositary has advised the Company that the Depositary is a
limited-purpose trust company organized under the laws of the State of New York,
a member of the Federal Reserve System, a "clearing corporation" within the
meaning of the New York Uniform Commercial Code, and a "clearing agency"
registered under the Exchange Act. The Depositary was created to hold securities
of its participants and to facilitate the clearance and settlement of securities
transactions among its participants in such securities through electronic
book-entry changes in accounts of the participants, thereby eliminating the need
for physical movement of securities certificates. The Depositary's participants
include securities brokers and dealers (including the Underwriters), banks,
trust companies, clearing corporations, and certain other organizations, some of
whom (and/or their representatives) own interests in the Depositary. Access to
the Depositary's book-entry system is also available to others, such as banks,
brokers, dealers and trust companies that clear through or maintain a custodial
relationship with a participant, either directly or indirectly.
TEMPORARY GLOBAL SECURITIES
If so specified in an applicable Prospectus Supplement or Prospectus
Supplements, all or any portion of the Securities of a series issuable as Bearer
Securities will initially be represented by one or more temporary global
Securities, without interest coupons, to be deposited with Morgan Guaranty Trust
Company of New York, Brussels Office, as the operator of the Euroclear System
(the "Euroclear Operator") and CEDEL S.A. ("CEDEL") for credit to the designated
accounts. On and after the date determined as provided in any such temporary
global Security and described in an applicable Prospectus Supplement or
Prospectus Supplements (the "Exchange Date"), each such temporary global
Security will be exchanged for definitive Bearer Securities, definitive
Registered Securities or all or a portion of a permanent global Security, or any
combination thereof, as specified in an applicable Prospectus Supplement or
Prospectus Supplements, but, unless otherwise specified in an applicable
Prospectus Supplement or Prospectus Supplements, only upon receipt by the
Company of written certification in the form and to the effect described above
under "Form, Exchange, Registration and Transfer." No Security delivered in
exchange for any portion of a temporary global Security shall be delivered to
any location in the United States or its possessions in connection with such
exchange. (Section 304)
Unless otherwise specified in an applicable Prospectus Supplement or
Prospectus Supplements, interest in respect of any portion of a temporary global
Security payable in respect of an Interest Payment Date occurring prior to the
issuance of definitive Securities (including a permanent global Security) will
be paid to each of the Euroclear Operator and CEDEL with respect to the portion
of the temporary global Security held for its account for which it provides
certification in the form described in the Indenture. Each of the Euroclear
Operator and CEDEL will undertake in such circumstances to credit such interest
received by it in respect of a temporary global Security to the respective
accounts for which it holds such temporary global Security, and for which it has
received written certification that, as of the relevant Interest Payment Date,
is in the form and to the effect described above under "Form, Exchange,
Registration and Transfer." Receipt of such certification shall be deemed to be
a request for an interest in a permanent global Security (unless the account
holder requests that such portion be exchanged for a definitive Registered
Security or Securities or a definitive Bearer Security or Securities). If an
Interest
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Payment Date occurs prior to the issuance of definitive Securities (including a
permanent global Security) but on or after the Exchange Date, written
certification in the form and to the effect described above under "Form,
Exchange, Registration and Transfer" will also be required to obtain an interest
payment, and upon receipt of such certificate the Euroclear Operator or CEDEL,
as the case may be, will exchange the portion of the temporary global Security
relating to such certification for an interest in a permanent global Security
(unless the account holder requests that such portion be exchanged for a
definitive Registered Security or Securities or a definitive Bearer Security or
Securities).
PERMANENT GLOBAL SECURITIES
If any Securities of a series are issuable in permanent global form, the
applicable Prospectus Supplement or Prospectus Supplements will describe the
circumstances, if any, under which beneficial owners of interests in any such
permanent global Security may exchange such interests for Securities of such
series and of like tenor and principal amount in any authorized form and
denomination. No Bearer Security delivered in exchange for any portion of a
permanent global Security shall be delivered to any location in the United
States or its possessions in connection with such exchange. (Section 305)
Principal of and any premium and interest on any permanent global Security will
be payable in the manner described in the applicable Prospectus Supplement or
Prospectus Supplements.
CERTAIN DEFINITIONS
For purposes of the Indenture covenants described below:
"CONSOLIDATED NET TANGIBLE ASSETS" means shareholders' equity as set forth
on the most recent consolidated balance sheet of Universal Leaf and its
subsidiaries as prepared in accordance with generally accepted accounting
principles less all intangible amounts representing goodwill, trade names,
trademarks and patents.
"DEBT" means all indebtedness for money borrowed and capitalized leases and
any guarantee of such obligations.
"FUNDED DEBT" means all Debt maturing more than one year after the date of
determination and all Debt, regardless of term, renewable by the obligor for
more than one year after the date of its creation which would, in accordance
with generally accepted accounting principles, be classified as long-term debt.
"LIEN" means any mortgage, lien, pledge, charge, security interest or
encumbrance of any kind (other than purchase options, rights of first refusal
and other arrangements pursuant to which capital stock or property may be sold).
"PRINCIPAL PROPERTY" means, with respect to any Person, (i) any capital
stock of a subsidiary of Universal Leaf owned by such Person and (ii) any
manufacturing, packing or processing plant or facility of any character or any
warehouse or any other storage facility of any character owned or leased under a
capitalized lease by such Person and all land and fixtures related thereto, the
gross book value (without deduction of any depreciation reserves) of which
capital stock, plant, facility or warehouse on the date as of which the
determination is being made exceeds 1% of Consolidated Net Tangible Assets,
other than any such capital stock, plant, facility or warehouse or portion
thereof which, in the opinion of the Boards of Directors of the Company and of
Universal Leaf, is not of material importance to the total business conducted by
the Restricted Subsidiaries taken together with all other capital stock, plants,
facilities and warehouses previously so declared.
"RESTRICTED SUBSIDIARIES" means Universal Leaf Tobacco Company,
Incorporated, Universal Leaf Tobacco Company, Incorporated's subsidiaries and
their respective successors, including, without limitation, transferees of their
Principal Property which are Affiliates of the Company and/or Universal Leaf,
but excluding any subsidiaries organized under any jurisdiction other than the
United States of America (including the States and the District of Columbia) or
Brazil of which less than 66-2/3% of the Voting Stock is owned, directly or
indirectly, by Universal Leaf, and "RESTRICTED SUBSIDIARY" means any one of the
Restricted Subsidiaries.
"SUBSIDIARY" means a corporation or business trust, a majority of the
Voting Stock of which is owned by the Company and/or its subsidiaries.
"UNIVERSAL LEAF" means Universal Leaf Tobacco Company, Incorporated, a
Virginia corporation, and any Affiliate of the Company and/or Universal Leaf
with which it shall consolidate or into which it shall merge or to which it
shall transfer 40% or more of its consolidated assets. (Section 101)
RESTRICTIONS ON LIENS
The Indenture will provide that the Company will not, and will not permit
any Restricted Subsidiary to, create, or suffer to exist, any Lien upon any
Principal Property of any Restricted Subsidiary or upon any capital stock of
Universal Leaf,
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whether owned on the date of the Indenture or thereafter acquired, without
making effective, concurrent provision whereby all Outstanding Securities shall
be directly secured, equally and ratably with the indebtedness or other claims
or obligations (the "Indebtedness") secured by one or more Liens; PROVIDED,
HOWEVER, that this restriction will not apply, among other things, to: (i) Liens
existing on the date of the Indenture; (ii) Liens securing Indebtedness owing by
any Restricted Subsidiary to another Restricted Subsidiary; (iii) Liens existing
on any asset or shares of capital stock of any corporation at the time such
corporation becomes a subsidiary of any Restricted Subsidiary or is merged into
or consolidated with any Restricted Subsidiary; (iv) Liens on any asset securing
Indebtedness incurred or assumed or guaranteed for the purpose of financing all
or any part of the cost of acquiring, constructing, improving or repairing such
asset (including, without limitation, Liens incurred in connection with
pollution control bonds, industrial revenue bonds or similar financings),
PROVIDED THAT such Liens attach within 120 days of the completion of the
acquisition, construction, improvement or repair thereof (or in the case of real
property, completion of such improvement or construction or commencement of full
operation of such property, whichever is later); (v) Liens existing on any asset
prior to the acquisition thereof by any Restricted Subsidiary; (vi) Liens on any
assets in favor of the United States of America (including the States and the
District of Columbia) or any other country (or any department, agency,
instrumentality or political subdivision thereof) and created to secure any
payments pursuant to any contract or statute, PROVIDED THAT payment thereof is
not at the time required by the Indenture; (vii) Liens arising pursuant to any
statute or order of attachment, distraint or similar legal process arising in
connection with court proceedings so long as the execution or other enforcement
thereof is effectively stayed and the claims secured thereby are being contested
in good faith by appropriate proceedings; (viii) Liens securing taxes,
assessments or governmental charges not yet delinquent or being contested in
good faith by appropriate proceedings; (ix) Liens securing obligations owing to
landlords, mechanics, materialmen, suppliers, carriers and other like Persons
incurred in the ordinary course of business for sums not yet due or being
contested in good faith by appropriate proceedings; and (x) Liens arising out of
the refinancing, extension, renewal or refunding of any Indebtedness secured by
any Lien permitted by the foregoing clauses, PROVIDED THAT such Indebtedness is
not increased and is not secured by any additional assets. Notwithstanding the
foregoing, Liens on Principal Property of the Restricted Subsidiaries are
permitted, without complying with the foregoing restrictions, in an aggregate
amount (including the value of any sale and leaseback transaction permitted by
clause (i) of the next paragraph by virtue of this sentence, but excluding the
value of (i) sale and leaseback transactions otherwise permitted by the next
paragraph and (ii) Liens permitted by clauses (i) through (x) of the preceding
sentence of this paragraph) not at the time exceeding 10% of Consolidated Net
Tangible Assets. (Section 1008) At September 30, 1995, Consolidated Net Tangible
Assets were approximately $197 million. The Indenture will not prohibit the sale
by the Company of any stock or indebtedness of the Restricted Subsidiaries.
RESTRICTIONS ON SALE AND LEASEBACK TRANSACTIONS
The Indenture will also provide that the Company will not, and will not
permit any Restricted Subsidiary to, enter into any arrangement, directly or
indirectly, with any Person whereby such Restricted Subsidiary shall sell or
transfer any Principal Property of such Restricted Subsidiary, whether owned on
the date of the Indenture or thereafter acquired, more than 120 days after the
completion of construction and commencement of full operation thereof, and then
or thereafter rent or lease as lessee for a term of more than three years such
property or any part thereof or any other property which such Restricted
Subsidiary intends to use for substantially the same purpose or purposes as the
Principal Property being sold or transferred, unless (i) a Lien would be
permitted (without securing all Outstanding Securities) under the provisions of
the immediately preceding paragraph in an amount equal to the value of such sale
and leaseback transaction; (ii) the sale and leaseback transaction is between
such Restricted Subsidiary and the Company or another Subsidiary; or (iii)
within 180 days of such sale and leaseback transaction, the Company or such
Restricted Subsidiary applies an amount equal to the greater of (a) the fair
value of such property as determined in good faith by the Boards of Directors of
Universal Leaf and of the Company, or (b) the proceeds from the sale of such
property, to (x) the purchase or acquisition (or, in the case of real property,
the construction) of assets by any Restricted Subsidiary or (y) to the voluntary
retirement of Funded Debt of the Company or any Restricted Subsidiary (which may
include the Securities), other than Funded Debt that is subordinated in right of
payment to the Securities. For purposes of clause (i) of the preceding sentence
and for purposes of the preceding paragraph, the value of any sale and leaseback
transaction shall be an amount equal to the greater of the amounts specified in
clauses (iii) (a) and (iii) (b) of the preceding sentence, in either case first
divided by the number of years in the original lease term and then multiplied by
the number of years of such term remaining at the time of determination.
(Section 1009)
CONSOLIDATION, MERGER, SALE AND LEASE OF ASSETS
The Company may, without the consent of the Holders of any of the
Outstanding Securities of a series, consolidate with, merge into or transfer or
lease its assets substantially as an entirety to any corporation organized under
the laws of any domestic jurisdiction, PROVIDED THAT (i) the successor
corporation assumes the Company's obligations on the Securities of
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each series and under the Indenture, (ii) after giving effect thereto, no Event
of Default, and no event which, after notice or lapse of time, would become an
Event of Default shall have occurred and be continuing, and (iii) certain other
conditions are met. (Sections 801, 802)
EVENTS OF DEFAULT
The following are Events of Default under the Indenture with respect to
Securities of any series: (a) failure to pay principal of or any premium on any
of the Securities of that series when due; (b) failure to pay any interest on
any Security of that series when due, continued for 30 days; (c) failure to
deposit any sinking fund payment, if applicable, when due, in respect of any
Security of that series; (d) failure to perform any other covenant of the
Company in the Indenture (other than a covenant included in the Indenture solely
for the benefit of a series of Securities other than that series) continued for
60 days after written notice as provided in the Indenture; (e) certain events of
bankruptcy, insolvency or reorganization of the Company; and (f) any other Event
of Default provided with respect to Securities of that series. (Section 501)
Subject to the provisions of the Indenture, the Trustee will be under no
obligation to exercise any of its rights or powers under the Indenture at the
request or direction of any of the Holders of Securities of any series or any
related coupons unless such Holders shall have offered to the Trustee reasonable
indemnity. (Sections 601, 603) Subject to such provisions for the
indemnification of the Trustee, the Holders of a majority in aggregate principal
amount of the Outstanding Securities of any series shall have the right to
direct the time, method and place of conducting any proceeding for any remedy
available to the Trustee, or exercising any trust or power conferred on the
Trustee, with respect to Securities of that series. (Section 512)
If an Event of Default with respect to Securities of any series at the time
Outstanding shall occur and be continuing, either the Trustee or the Holders of
at least 25% in aggregate principal amount of the Outstanding Securities of that
series may declare the principal of all such Outstanding Securities, or, if any
such Securities are Original Issue Discount Securities, such lesser amount as
may be described in an applicable Prospectus Supplement or Prospectus
Supplements, of all the Securities of that series to be due and payable
immediately. At any time after a declaration of acceleration with respect to
Securities of any series has been made but before a judgment or decree for
payment of money due has been obtained by the Trustee, the Holders of a majority
in aggregate principal amount of Outstanding Securities of that series may
rescind any declaration of acceleration and its consequences, if all payments
due (other than those due as a result of acceleration) have been made and all
Events of Default have been cured or waived. (Section 502)
No Holder of any Securities of any series or any related coupons shall have
any right to institute any proceeding with respect to the Indenture or for any
remedy thereunder, unless such Holder shall have previously given to the Trustee
written notice of a continuing Event of Default with respect to Securities of
that series, the Holders of at least 25% in aggregate principal amount of the
Outstanding Securities of that series shall have made written request, and
offered reasonable indemnity, to the Trustee to institute such proceeding as
trustee, and the Trustee shall not have received from the Holders of a majority
in aggregate principal amount of the Outstanding Securities of that series a
direction inconsistent with such request and shall have failed to institute such
proceeding within 60 days. However, such limitations do not apply to a suit
instituted by a Holder of an Outstanding Security of that series for enforcement
of payment of the principal of, or any premium or interest on, such Security on
or after the respective due dates expressed in such Security. (Sections 507,
508)
The Company is required to furnish to the Trustee annually a statement as
to performance or fulfillment of covenants, agreements or conditions in the
Indenture and as to the absence of default. (Section 1004)
MEETINGS, MODIFICATION AND WAIVER
Modifications and amendments of the Indenture may be made by the Company
and the Trustee with the consent of the Holders of not less than a majority in
aggregate principal amount of the Outstanding Securities of each series affected
by such modification or amendment; provided, however, that no such modification
or amendment may, without the consent of the Holder of each Outstanding Security
affected thereby (a) change the Stated Maturity of the principal of, or any
installment of principal of or interest on any Security, (b) reduce the
principal amount of, or premium or interest on, any Security, (c) change any
obligation of the Company to pay additional amounts, (d) reduce the amount of
principal of an Original Issue Discount Security payable upon acceleration of
the Maturity thereof, (e) change the coin or currency in which any Security or
any premium or interest thereon is payable, (f) impair the right to institute
suit for the enforcement of any payment on or with respect to any Security, (g)
reduce the percentage in principal amount of Outstanding Securities of any
series, the consent of whose Holders is required for modification or amendment
of the Indenture or for waiver of compliance with certain provisions of the
Indenture or for waiver of certain defaults, (h) reduce the requirements
contained in the Indenture for quorum or
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voting, (i) change any obligation of the Company to maintain an office or agency
in the places and for the purposes required by the Indenture, or (j) modify any
of the above provisions. (Section 902)
The Holders of not less than a majority in aggregate principal amount of
the Outstanding Securities of a series may, on behalf of all Holders of
Securities of that series and any coupons appertaining thereto, waive any past
default under the Indenture with respect to Securities of that series, except a
default (a) in the payment of principal of or any premium or interest on any
Security of such series or (b) in respect of a covenant or provision of the
Indenture which cannot be modified or amended without the consent of the Holder
of each Outstanding Security of such series affected. (Section 513)
The Indenture provides that in determining whether the Holders of the
requisite principal amount of the Outstanding Securities have given any request,
demand, authorization, direction, notice, consent or waiver thereunder or are
present at a meeting of Holders of Securities for quorum purposes, (i) the
principal amount of an Original Issue Discount Security that shall be deemed to
be Outstanding shall be the amount of the principal thereof that would be due
and payable as of the date of such determination upon acceleration of the
Maturity thereof, and (ii) the principal amount of a Security denominated in a
foreign currency or currency unit shall be the U.S. dollar equivalent,
determined on the date of original issuance of such Security, of the principal
amount of such Security or, in the case of an Original Issue Discount Security,
the U.S. dollar equivalent, determined on the date of original issuance of such
Security, of the amount determined as provided in (i) above. (Section 101)
The Indenture contains provisions for convening meetings of the Holders of
Securities of any or all series. (Article Thirteen) A meeting may be called at
any time by the Trustee, and also, upon request, by the Company or the Holders
of at least 10% in aggregate principal amount of the Outstanding Securities of
such series, in any such case upon notice given in accordance with "Notices"
below. (Section 1302) Except for any consent which must be given by the Holder
of each Outstanding Security affected thereby, as described above, any
resolution presented at a meeting at which a quorum is present may be adopted by
the affirmative vote of the Holders of a majority in principal amount of the
Outstanding Securities of that series; PROVIDED, HOWEVER, that, except for any
consent which must be given by the Holder of each Outstanding Security affected
thereby, as described above, any resolution with respect to any consent, waiver,
request, demand, notice, authorization, direction or other action which may be
given by the Holders of not less than a specified percentage in principal amount
of the Outstanding Securities of a series may be adopted at a meeting at which a
quorum is present only by the affirmative vote of the Holders of not less than
such specified percentage in principal amount of the Outstanding Securities of
that series. Any resolution passed or decision taken at any meeting of Holders
of Securities of any series duly held in accordance with the Indenture will be
binding on all Holders of Securities of that series and the related coupons. The
quorum at any meeting called to adopt a resolution will be Persons holding or
representing a majority in principal amount of the Outstanding Securities of a
series; PROVIDED, HOWEVER, that if any action is to be taken at such meeting
with respect to a consent, waiver, request, demand, notice, authorization,
direction or other action which may be given by the Holders of not less than a
specified percentage in principal amount of the Outstanding Securities of a
series, the Persons holding or representing such specified percentage in
principal amount of the Outstanding Securities of such series will constitute a
quorum for that purpose. (Section 1304)
NOTICES
Except as otherwise provided in the Indenture, notices to Holders of Bearer
Securities will be given by publication at least twice in a daily newspaper of
general circulation in The City of New York and in such other city or cities as
may be specified in such Securities. Notices to Holders of Registered Securities
will be given by mail to the addresses of such Holders as they appear in the
Security Register. (Sections 101, 106)
TITLE
Title to any Bearer Securities (including Bearer Securities in temporary
global form and in permanent global form) and any coupons appertaining thereto
will pass by delivery. The Company, the Trustee and any agent of the Company or
the Trustee may treat the bearer of any Bearer Security and the bearer of any
coupon and the registered owner of any Registered Security as the absolute owner
thereof (whether or not such Security or coupon shall be overdue and
notwithstanding any notice to the contrary) for the purpose of making payment
and for all other purposes. (Section 308)
REPLACEMENT OF SECURITIES AND COUPONS
Any mutilated Security or a Security with a mutilated coupon appertaining
thereto will be replaced by the Company at the expense of the Holder upon
surrender of such Security to the Trustee. Securities or coupons that become
destroyed, lost or
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stolen will be replaced by the Company at the expense of the Holder upon
delivery to the Trustee of evidence of the destruction, loss or theft thereof
satisfactory to the Company and the Trustee; in the case of any coupon which
becomes destroyed, lost or stolen, such coupon will be replaced by issuance of a
new Security in exchange for the Security to which such coupon appertains. In
the case of a destroyed, lost or stolen Security or coupon, an indemnity
satisfactory to the Trustee and the Company may be required at the expense of
the Holder of such Security or coupon before a replacement Security will be
issued. (Section 306)
DEFEASANCE AND COVENANT DEFEASANCE
Unless otherwise indicated in the applicable Prospectus Supplement, the
Company may elect either (i) to defease and be discharged from any and all
obligations with respect to the Securities of any series (except as otherwise
provided in the Indenture) ("defeasance") or (ii) to be released from its
obligations with respect to certain covenants applicable to such Securities,
including its obligations described above under "Certain Covenants" ("covenant
defeasance"), upon the deposit with the Trustee (or other qualifying trustee),
in trust for such purpose, of money and/or U.S. Government Obligations which
through the payment of principal and interest in accordance with their terms
will provide money in an amount sufficient, without reinvestment, to pay the
principal of and any premium or interest on such Securities to Maturity or
redemption, as the case may be, and any mandatory sinking fund or analogous
payments thereon. As a condition to defeasance or covenant defeasance, the
Company must deliver to the Trustee an Opinion of Counsel to the effect that the
Holders of such Securities will not recognize income, gain or loss for United
States federal income tax purposes as a result of such defeasance or covenant
defeasance and will be subject to United States federal income tax on the same
amounts, in the same manner and at the same times as would have been the case if
such defeasance or covenant defeasance had not occurred. Such Opinion of
Counsel, in the case of defeasance under clause (i) above, must refer to and be
based upon a ruling of the Internal Revenue Service or a change in applicable
United States federal income tax law occurring after the date of the Indenture.
(Article Fourteen)
The Company may exercise its defeasance option with respect to such
Securities notwithstanding its prior exercise of its covenant defeasance option.
If the Company exercises its defeasance option, payment of such Securities may
not be accelerated because of an Event of Default. If the Company exercises its
covenant defeasance option, payment of such Securities may not be accelerated by
reference to the covenant noted under clause (ii) above. However, if such
acceleration were to occur, the realizable value at the acceleration date of the
money and U.S. Government Obligations in the defeasance trust could be less than
the principal and interest then due on such Securities, in that the required
deposit in the defeasance trust is based upon scheduled cash flows rather than
market value, which will vary depending upon interest rates and other factors.
GOVERNING LAW
The Indenture, the Securities and the coupons will be governed by, and
construed in accordance with, the laws of the State of New York. (Section 113)
CONCERNING THE TRUSTEE
The Company and certain of its subsidiaries may from time to time maintain
lines of credit, and have other customary banking relationships, with Chemical
Bank, the Trustee under the Indenture.
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LIMITATIONS ON ISSUANCE OF EURO-SECURITIES
United States tax laws and regulations impose certain restrictions on the
issuance of any securities in bearer form. Except as may otherwise be provided
in the Prospectus Supplement applicable thereto, in accordance with the federal
tax laws and regulations of the United States, Euro-Securities may not, in
connection with their offer or sale during the Restricted Period (as defined
above under "Description of Debt Securities -- Form, Exchange, Registration and
Transfer"), be offered or sold, directly or indirectly, (i) to any person in the
United States or its possessions (as defined below), or (ii) to any United
States person (as defined below) other than (x) an office located outside the
United States or its possessions of a Financial Institution (as defined above
under "Description of Debt Securities -- Form, Exchange, Registration and
Transfer") purchasing for its own account or for the account of a customer,
provided that such Financial Institution agrees in writing to comply with the
requirements of Section 165(j)(3)(A), (B), or (C) of the Internal Revenue Code
of 1986, as amended, and the regulations thereunder or (y) otherwise as
permitted by United States Treasury Regulation Section 1.163-5(c)(2)(i)(D). Any
underwriters, agents and dealers participating in the offering of Debt
Securities must covenant that they will not offer or sell during the Restricted
Period any Euro-Securities to any person in the United States or its possessions
or to any United States person (other than (x) an office located outside the
United States and its possessions of a Financial Institution or (y) otherwise as
permitted by United States Treasury Regulation Section 1.163-5(c)(2)(i)(D)), and
that they will not deliver Euro-Securities within the United States or its
possessions.
In addition, any such underwriters, agents and dealers must covenant that
they have in effect procedures reasonably designed to ensure that their
employees or agents who are directly engaged in selling Euro-Securities are
aware of the above restrictions on the offer or sale of Euro-Securities.
Moreover, Bearer Securities (including a permanent global Debt Security) and any
coupons appertaining thereto will not be delivered in definitive form or, if
prior to delivery in definitive form, interest will not be paid on any
Euro-Securities, unless the Company has received a signed certificate in writing
(or an electronic certificate described in United States Treasury Regulation
Section 1.163-5(c)(2)(i)(D)(3)(ii)) in the form and to the effect described
above under "Description of Debt Securities -- Form, Exchange, Registration and
Transfer." Bearer Securities (including a permanent global Debt Security) and
coupons will bear a legend to the following effect: "Any United States person
who holds this obligation will be subject to limitations under the United States
income tax laws, including the limitations provided in Section 165(j) and
1287(a) of the Internal Revenue Code." The sections referred to in such legend
provide that a United States person (other than a Financial Institution or a
United States person holding through a Financial Institution) who holds a Bearer
Security or coupon will not be allowed to deduct any loss realized on the sale,
exchange or redemption of such Bearer Security or coupon and any gain (which
might otherwise be characterized as capital gain) recognized on such sale,
exchange or redemption will be treated as ordinary income.
As used herein, "United States person" means a citizen or resident of the
United States, a corporation, partnership or other entity created or organized
in or under the laws of the United States and an estate or trust the income of
which is subject to United States federal income taxation regardless of its
source. "United States" means the United States of America (including the States
and the District of Columbia) and "possessions" of the United States include
Puerto Rico, the U.S. Virgin Islands, Guam, American Samoa, Wake Island and
Northern Mariana Islands.
FOREIGN CURRENCY RISKS
Debt Securities denominated or payable in foreign currencies may entail
significant risks. These risks include, without limitation, the possibility of
significant fluctuations in the foreign currency markets. These risks will vary
depending upon the currency or currencies involved and will be more fully
described in the Prospectus Supplement relating thereto.
UNITED STATES TAXATION
The following is a summary of the principal United States federal income
tax consequences of ownership of Debt Securities. The summary represents the
opinion of McGuire, Woods, Battle & Boothe, L.L.P., special tax counsel to the
Company, insofar as the statements contained therein are or refer to statements
of United States law or legal conclusions relating thereto. It deals only with
Debt Securities held as capital assets, and not with special classes of holders,
such as dealers in securities or currencies, banks, tax-exempt organizations,
life insurance companies, persons that hold Debt Securities that are part of a
hedge or that are hedged against currency risks or that are part of a straddle
or conversion transaction, or persons whose functional currency is not the U.S.
dollar. It also does not deal with Holders other than original purchasers.
Moreover, the summary deals only with Debt Securities that are due to mature 30
years or less from the date on which they are issued. The United States federal
income tax consequences of ownership of Debt Securities that are due to mature
more
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than 30 years from their date of issue will be discussed in an applicable
Prospectus Supplement. The summary is based on the Internal Revenue Code of
1986, as amended (the "Code"), its legislative history, existing and proposed
regulations thereunder, judicial decisions, and published rulings and other
administrative guidance issued by the Internal Revenue Service (the "Service"),
as currently in effect, all of which are subject to change at any time, possibly
with retroactive effect.
Prospective purchasers of Debt Securities should consult their own tax
advisors concerning the consequences of ownership of Debt Securities, in their
particular circumstances, under the Code and the laws of State, local or foreign
taxing jurisdiction.
UNITED STATES HOLDERS
PAYMENTS OF INTEREST
Except as provided below under " -- Original Issue Discount," interest on a
Debt Security (including "qualified stated interest" on a "Discount Debt
Security," as defined below) will be taxable to a United States Holder as
ordinary income at the time it is received or accrued, depending on the holder's
method of accounting for tax purposes. A United States Holder is a beneficial
owner who or that is (i) a citizen or resident of the United States, (ii) a
domestic corporation or (iii) otherwise subject to United States federal income
taxation on a net income basis in respect of the Debt Security.
If an interest payment is denominated in, or determined by reference to, a
currency, composite currency or basket of currencies other than the U.S. dollars
(a "foreign currency"), the amount of income recognized by a cash basis United
States Holder will be the U.S. dollar value of the interest payment, based on
the exchange rate in effect on the date of receipt, regardless of whether the
payment is in fact converted into U.S. dollars.
An accrual basis United States Holder may determine the amount of income
recognized with respect to an interest payment denominated in, or determined by
reference to, a foreign currency in accordance with either of two methods. Under
the first method, the amount of income accrued will be based on the average
exchange rate in effect during the interest accrual period (or, with respect to
an accrual period that spans two taxable years, the part of the period within
the taxable year).
Under the second method, the United States Holder may elect to determine
the amount of income accrued on the basis of the exchange rate in effect on the
last day of the accrual period or, in the case of an accrual period that spans
two taxable years, the exchange rate in effect on the last day of the part of
the period within the taxable year. Additionally, if a payment of interest is
actually received within five business days of the last day of the accrual
period or taxable year, an electing accrual basis United States Holder may
instead translate such accrued interest into U.S. dollars at the exchange rate
in effect on the day of actual receipt. Any such election will apply to all debt
instruments held by the United States Holder at the beginning of the first
taxable year to which the election applies or thereafter acquired by the United
States Holder, and will be irrevocable without the consent of the Service.
Upon receipt of the interest payment (including a payment attributable to
accrued but unpaid interest upon the sale or retirement of a Debt Security)
denominated in, or determined by reference to, a foreign currency, the United
States Holder will recognize ordinary income or loss measured by the difference
between (x) the average exchange rate used to accrue interest income, or the
exchange rate as determined under the second method described above if the
United States Holder elects that method, and (y) the exchange rate in effect on
the date of receipt, regardless of whether the payment is in fact converted into
U.S. dollars.
ORIGINAL ISSUE DISCOUNT
GENERAL. A Debt Security with a maturity of more than one year from the
date of issue will be treated as issued at an original issue discount (a
"Discount Debt Security") if the excess of its "stated redemption price at
maturity" over its issue price is more than a "de minimis amount" (as defined
below). Generally, the issue price of a Debt Security will be the first price at
which a substantial amount of Debt Securities included in the issue of which the
Debt Security is a part is sold to other than bond houses, brokers, or similar
persons or organizations acting in the capacity of underwriters, placement
agents, or wholesalers. The stated redemption price at maturity of a Debt
Security is the total of all payments provided by the Debt Security that are not
payments of "qualified stated interest." A qualified stated interest payment
generally is any one of a series of stated interest payments on a Debt Security
that are unconditionally payable at least annually at a single fixed rate (with
certain exceptions for lower rates paid during some periods) applied to the
outstanding principal amount of the Debt Security. Special rules for determining
qualified stated interest payable on certain Debt Securities bearing interest at
a variable rate are described below under " -- Variable Rate Debt Securities."
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In general, if the excess of a Debt Security's stated redemption price at
maturity over its issue price is less than 1/4 of 1 percent of the Debt
Security's stated redemption price at maturity multiplied by the number of
complete years to its maturity (the "de minimis amount"), then such excess, if
any, constitutes "de minimis original issue discount" and the Debt Security is
not a Discount Debt Security. Unless the election described below under
"Election to Treat All Interest as Original Issue Discount" is made, a United
States Holder of a Debt Security with de minimis original issue discount must
include such de minimis original issue discount in income as stated principal
payments on the Debt Security are made. The includible amount with respect to
each such payment will equal the product of the total amount of the Debt
Security's de minimis original issue discount and a fraction, the numerator of
which is the amount of the principal payment made and the denominator of which
is the stated principal amount of the Debt Security.
United States Holders of Discount Debt Securities having a maturity of more
than one year from their date of issue must, generally, include original issue
discount ("OID") in income calculated on a constant-yield method before the
receipt of cash attributable to such income, and generally will have to include
in income increasingly greater amounts of OID over the life of the Debt
Security. The amount of OID includible in income by a United States Holder of a
Discount Debt Security is the sum of the daily portions of OID with respect to
the Discount Debt Security for each day during the taxable year or portion of
the taxable year on which the United States Holder holds such Discount Debt
Security ("accrued OID"). The daily portion is determined by allocating to each
day in any "accrual period" a pro rata portion of the OID allocable to that
accrual period. Accrual periods with respect to a Debt Security may be of any
length selected by the United States Holder and may vary in length over the term
of the Debt Security as long as (i) no accrual period is longer than one year
and (ii) each scheduled payment of interest or principal on the Debt Security
occurs on either the final or first day of an accrual period. The amount of OID
allocable to an accrual period equals the excess of (a) the product of the
Discount Debt Security's adjusted issue price at the beginning of the accrual
period and such Debt Security's yield to maturity (determined on the basis of
compounding at the close of each accrual period and properly adjusted for the
length of the accrual period) over (b) the sum of the payments of qualified
stated interest on the Debt Security allocable to the accrual period. The
"adjusted issue price" of a Discount Debt Security at the beginning of any
accrual period is the issue price of the Debt Security increased by (x) the
amount of accrued OID for each prior accrual period and decreased by (y) the
amount of any payments previously made on the Debt Security that were not
qualified stated interest payments. For purposes of determining the amount of
OID allocable to an accrual period, if an interval between payments of qualified
stated interest on the Debt Security contains more than one accrual period, the
amount of qualified stated interest payable at the end of the interval
(including any qualified stated interest that is payable on the first day of the
accrual period immediately following the interval) is allocated pro rata on the
basis of relative lengths of each accrual period in the interval, and the
adjusted issue price at the beginning of each accrual period in the interval
must be increased by the amount of any qualified stated interest that has
accrued prior to the first day of the accrual period but that is not payable
until the end of the interval. The amount of OID allocable to an initial short
accrual period may be computed using any reasonable method if all other accrual
periods other than a final short accrual period are of equal length. The amount
of OID allocable to the final accrual period is the difference between (x) the
amount payable at the maturity of the Debt Security (other than any payment of
qualified stated interest) and (y) the Debt Security's adjusted issue price as
of the beginning of the final accrual period.
ACQUISITION PREMIUM. A United States Holder that purchases a Debt Security
for an amount less than or equal to the sum of all amounts payable on the Debt
Security after the purchase date (other than payments of qualified stated
interest) but in excess of its adjusted issue price (any such excess being
"acquisition premium") and that does not make the election described below under
"Election to Treat All Interest as Original Issue Discount" is permitted to
reduce the daily portions of OID by a fraction, the numerator of which is the
excess of the United States Holder's adjusted basis in the Debt Security
immediately after its purchase over the adjusted issue price of the Debt
Security, and the denominator of which is the excess of the sum of all amounts
payable on the Debt Security after the purchase date, other than payments of
qualified stated interest, over the Debt Security's adjusted issue price.
MARKET DISCOUNT. A Debt Security, other than a short-term Debt Security,
will be treated as purchased at a market discount (a "Market Discount Debt
Security") if (i) the amount for which a United States Holder purchased the Debt
Security is less than the Debt Security's issue price (as determined above under
" -- General") and (ii) the Debt Security's stated redemption price at maturity
or, in the case of a Discount Debt Security, the Debt Security's "revised issue
price," exceeds the amount for which the United States Holder purchased the Debt
Security by at least one quarter of one percent of such Debt Security's stated
redemption price at maturity or revised issue price, respectively, multiplied by
the number of complete years to the Debt Security's maturity. If such excess is
not sufficient to cause the Debt Security to be a Market Discount Debt Security,
then such excess constitutes "de minimis market discount." The Code provides
that, for these purposes, the "revised
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issue price" of a Debt Security generally equals its issue price, increased by
the amount of any OID that has accrued on the Debt Security.
Any gain recognized on the maturity or disposition of a Market Discount
Debt Security will be treated as ordinary income to the extent that such gain
does not exceed the accrued market discount on such Debt Security.
Alternatively, a United States Holder of a Market Discount Debt Security may
elect to include market discount in income currently over the life of the Debt
Security. Such an election shall apply to all debt instruments with market
discount acquired by the electing United States Holder on or after the first day
of the first taxable year to which the election applies. This election may not
be revoked without the consent of the Service.
Market discount on a Market Discount Debt Security will accrue on a
straight-line basis unless the United States Holder elects to accrue such market
discount on a constant-yield method. Such an election shall apply only to the
Debt Security with respect to which it is made and may not be revoked. A United
States Holder of a Market Discount Debt Security that does not elect to include
market discount in income currently generally will be required to defer
deductions for interest on borrowings allocable to such Debt Security in an
amount not exceeding the accrued market discount on such Debt Security until the
maturity or disposition of such Debt Security.
PRE-ISSUANCE ACCRUED INTEREST. If (i) a portion of the initial purchase
price of a Debt Security is attributable to pre-issuance accrued interest, (ii)
the first stated interest payment on the Debt Security is to be made within one
year of the Debt Security's issue date and (iii) the payment will equal or
exceed the amount of pre-issuance accrued interest, then the United States
Holder may elect to decrease the issue price of the Debt Security by the amount
of pre-issuance accrued interest. In that event, a portion of the first stated
interest payment will be treated as a return of the excluded pre-issuance
accrued interest and not as an amount payable on the Debt Security.
DEBT SECURITIES SUBJECT TO CONTINGENCIES INCLUDING OPTIONAL REDEMPTION. In
general, if a Debt Security provides for an alternative payment schedule or
schedules applicable upon the occurrence of a contingency or contingencies and
the timing and amounts of the payments that comprise each payment schedule are
known as of the issue date, the yield and maturity of the Debt Security are
determined by assuming that the payments will be made according to the Debt
Security's stated payment schedule. If, however, based on all the facts and
circumstances as of the issue date, it is more likely than not that the Debt
Security's stated payment schedule will not occur, then, in general, the yield
and maturity of the Debt Security are computed based on the payment schedule
most likely to occur.
Notwithstanding the general rules for determining yield and maturity in the
case of Debt Securities subject to contingencies, if the Company or the Holder
has an unconditional option or options that, if exercised, would require
payments to be made on the Debt Security under an alternative payment schedule
or schedules, then (i) in the case of an option or options of the Company, the
Company will be deemed to exercise or not exercise an option or combination of
options in the manner that minimizes the yield on the Debt Security and (ii) in
the case of an option or options of the Holder, the Holder will be deemed to
exercise or not exercise an option or combination of options in the manner that
maximizes the yield on the Debt Security. For purposes of those calculations,
the yield on the Debt Security is determined by using any date on which the Debt
Security may be redeemed or repurchased as the maturity date and the amount
payable on such date in accordance with the terms of the Debt Security as the
principal amount payable at maturity.
If a contingency (including the exercise of an option) fails to occur or
actually occurs in a manner inconsistent with the assumption made according to
the above rules (a "change in circumstances") then, except to the extent that a
portion of the Debt Security is repaid as a result of the change in
circumstances and solely for purposes of the accrual of OID, the yield and
maturity of the Debt Security are redetermined by treating the Debt Security as
reissued on the date of the change in circumstances for an amount equal to the
Debt Security's adjusted issue price on that date.
ELECTION TO TREAT ALL INTEREST AS ORIGINAL ISSUE DISCOUNT. A United States
Holder may elect to include in gross income all interest that accrues on a Debt
Security using the constant-yield method described above under the heading
" -- General," with the modifications described below. For purposes of this
election, interest includes stated interest, OID, de minimis original issue
discount, market discount, de minimis market discount and unstated interest, as
adjusted by any amortizable bond premium (described below under " -- Debt
Securities Purchased at a Premium") or acquisition premium.
In applying the constant-yield method to a Debt Security with respect to
which this election has been made, the issue price of the Debt Security will
equal the electing United States Holder's adjusted basis in the Debt Security
immediately after its acquisition, the issue date of the Debt Security will be
the date of its acquisition by the electing United States Holder, and no
payments on the Debt Security will be treated as payments of qualified stated
interest. This election will generally apply only to the Debt Security with
respect to which it is made and may not be revoked without the consent of the
Service. If this
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election is made with respect to a Debt Security with amortizable bond premium,
then the electing United States Holder will be deemed to have elected to apply
amortizable bond premium against interest with respect to all debt instruments
with amortizable bond premium (other than debt instruments the interest on which
is excludible from gross income) held by the electing United States Holder as of
the beginning of the taxable year in which the Debt Security with respect to
which the election is made is acquired or thereafter acquired. The deemed
election with respect to amortizable bond premium may not be revoked without the
consent of the Service.
If the election to apply the constant-yield method to all interest on a
Debt Security is made with respect to a Market Discount Debt Security, the
electing United States Holder will be treated as having made the election
discussed above under " -- Market Discount" to include market discount in income
currently over the life of all debt instruments held or thereafter acquired by
such United States Holder.
VARIABLE RATE DEBT SECURITIES. A "Variable Rate Debt Security" is a Debt
Security that: (i) has an issue price that does not exceed the total
noncontingent principal payments by more than the lesser of (1) .015 multiplied
by the product of (x) the total noncontingent principal payments and (y) the
number of complete years to maturity from the issue date, or (2) 15 percent of
the total noncontingent principal payments; (ii) provides for stated interest
compounded or paid at least annually at (1) one or more "qualified floating
rates," (2) a single fixed rate and one or more qualified floating rates, (3) a
single "objective rate" or (4) a single fixed rate and a single objective rate
that is a "qualified inverse floating rate"; and (iii) provides that a qualified
floating rate or objective rate in effect at any time during the term of the
instrument must be set at a "current value" of that rate (i.e., the value of the
rate on any day that is no earlier than three months prior to the first day on
which that value is in effect and no later than one year following that first
day).
A variable rate is a "qualified floating rate" if (i) variations in the
value of the rate can reasonably be expected to measure contemporaneous
variations in the cost of newly borrowed funds in the currency in which the Debt
Security is denominated or (ii) it is equal to the product of such a rate and
either (a) a fixed multiple that is greater than zero but not more than 1.35, or
(b) a fixed multiple greater than zero but not more than 1.35, increased or
decreased by a fixed rate. A rate is not a qualified floating rate, however, if
the rate is subject to certain restrictions (including caps, floors, governors
or other similar restrictions) unless such restrictions are fixed throughout the
term of the Debt Security or are not reasonably expected to significantly affect
the yield on the Debt Security.
An "objective rate" is a rate, other than a qualified floating rate, that
is determined using a single, fixed formula and that is based on (i) one or more
qualified floating rates, (ii) one or more rates each of which would be a
qualified floating rate for a debt instrument denominated in a currency other
than the currency in which the debt instrument is denominated, (iii) the yield
or changes in the price of one or more actively traded items of personal
property other than stock or debt of the issuer or a related party or (iv) a
combination of objective rates. A variable rate is not an objective rate,
however, if it is reasonably expected that the average value of the rate during
the first half of the Debt Security's term will be either significantly less
than or significantly greater than the average value of the rate during the
final half of the Debt Security's term. An objective rate is a "qualified
inverse floating rate" if (i) the rate is equal to a fixed rate minus a
qualified floating rate, and (ii) the variations in the rate can reasonably be
expected to inversely reflect contemporaneous variations in the cost of newly
borrowed funds. Under these rules, Commercial Paper Rate Debt securities, Prime
Rate Debt securities, LIBOR Debt Securities, Treasury Rate Debt Securities, CD
Rate Debt Securities, and Federal Funds Rate Debt Securities will generally be
treated as Variable Rate Debt Securities.
In general, if a Variable Rate Debt Security provides for stated interest
at a single qualified floating rate or objective rate, all stated interest on
the Debt Security is qualified stated interest and the amount of OID, if any, is
determined by using, in the case of a qualified floating rate or qualified
inverse floating rate, a fixed rate equal to the value as of the issue date of
the qualified floating rate or qualified inverse floating rate, or, in the case
of any other objective rate, a fixed rate that reflects the yield reasonably
expected for the Debt Security.
If a Variable Rate Debt Security does not provide for stated interest at a
single qualified floating rate or objective rate, the amount of interest and OID
accruals on the Debt Security are generally determined by (i) determining a
fixed rate substitute for each variable rate provided under the Variable Rate
Debt Security, (ii) constructing the equivalent fixed rate debt instrument
(using the fixed rate substitute described above), (iii) determining the amount
of qualified stated interest and OID with respect to the equivalent fixed rate
debt instrument, and (iv) making the appropriate adjustments for actual variable
rates during the applicable accrual period.
If a Variable Rate Debt Security provides for stated interest either at one
or more qualified floating rates or at a qualified inverse floating rate, and in
addition provides for stated interest at a single fixed rate (other than at a
single fixed rate for an
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initial period), the amount of interest and OID accruals are determined as in
the immediately preceding paragraph with the modification that the Variable Rate
Debt Security is treated, for purposes of the first three steps of the
determination, as if it provided for a qualified floating rate (or a qualified
inverse floating rate, as the case may be) rather than the fixed rate. The
qualified floating rate (or qualified inverse floating rate) replacing the fixed
rate must be such that the fair market value of the Variable Rate Debt Security
as of the issue date would be approximately the same as the fair market value of
an otherwise identical debt instrument that provides for the qualified floating
rate (or qualified inverse floating rate) rather than the fixed rate.
SHORT-TERM DEBT SECURITIES. In general, an individual or other cash basis
United States Holder of a Debt Security with a term of one year or less (a
"short-term Debt Security") is not required to accrue OID (as specially defined
below for the purposes of this paragraph) for United States federal income tax
purposes unless it elects to do so (but may be required to include any stated
interest in income as the interest is received). Accrual basis United States
Holders and certain other United States Holders, including banks, regulated
investment companies, dealers in securities, common trust funds, United States
Holders who hold Debt Securities as part of certain identified hedging
transactions, certain pass-through entities and cash basis United States Holders
who so elect, are required to accrue OID on short-term Debt Securities on either
a straight- line basis or under the constant-yield method (based on daily
compounding), at the election of the United States Holder.
In the case of a United States Holder not required and not electing to
include OID in income currently, any gain realized on the sale or retirement of
the short-term Debt Security will be ordinary income to the extent of the OID
accrued on a straight-line basis (unless an election is made to accrue the OID
under the constant- yield method) through the date of sale or retirement. United
States Holders who are not required and do not elect to accrue OID on short-term
Debt Securities will be required to defer deductions for interest on borrowings
allocable to short-term Debt Securities in an amount not exceeding the deferred
income until the deferred income is realized.
For purposes of determining the amount of OID subject to these rules, all
interest payments on a short-term Debt Security, including stated interest, are
included in the short-term Debt Security's stated redemption price at maturity.
FOREIGN CURRENCY DISCOUNT DEBT SECURITIES. OID for any accrual period on a
Discount Debt Security that is denominated in, or determined by reference to, a
foreign currency will be determined in the foreign currency and then translated
into U.S. dollars in the same manner as stated interest accrued by an accrual
basis United States Holder, as described under "Payments of Interest." Upon
receipt of an amount attributable to OID (whether in connection with a payment
of interest or the sale or retirement of a Debt Security), a United States
Holder may recognize ordinary income or loss.
DEBT SECURITIES PURCHASED AT A PREMIUM
A United States Holder that purchases a Debt Security for an amount in
excess of its principal amount may elect to treat such excess as "amortizable
bond premium", in which case the amount required to be included in the United
States Holder's income each year with respect to interest on the Debt Security
will be reduced by the amount of amortizable bond premium allocable (based on
the Debt Security's yield to maturity) to such year. In the case of a Debt
Security that is denominated in, or determined by reference to, a foreign
currency, bond premium will be computed in units of foreign currency, and
amortizable bond premium will reduce interest income in units of the foreign
currency. At the time amortized bond premium offsets interest income, exchange
gain or loss (taxable as ordinary income or loss) is realized measured by the
difference between exchange rates at that time and at the time of the
acquisition of the Debt Securities. Any election to amortize bond premium shall
apply to all bonds (other than bonds the interest on which is excludible from
gross income) held by the United States Holder at the beginning of the first
taxable year to which the election applies or thereafter acquired by the United
States Holder, and is irrevocable without the consent of the Service. See also
"Original Issue Discount - Election to Treat All Interest as Original Issue
Discount".
PURCHASE, SALE AND RETIREMENT OF THE DEBT SECURITIES
A United States Holder's tax basis in a Debt Security will generally be its
U.S. dollar cost (as defined below), increased by the amount of any OID or
market discount included in the United States Holder's income with respect to
the Debt Security and the amount, if any, of income attributable to de minimis
original issue discount and de minimis market discount included in the United
States Holder's income with respect to the Debt Security, and reduced by (i) the
amount of any payments that are not qualified stated interest payments, and (ii)
the amount of any amortizable bond premium applied to reduce interest on the
Debt Security. The U.S. dollar cost of a Debt Security purchased with a foreign
currency will generally
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be the U.S. dollar value of the purchase price on the date of purchase or, in
the case of Debt Securities traded on an established securities market, as
defined in the applicable Treasury Regulations, that are purchased by a cash
basis United States Holder (or an accrual basis United States Holder that so
elects), on the settlement date for the purchase.
A United States Holder will generally recognize gain or loss on the sale or
retirement of a Debt Security equal to the difference between the amount
realized on the sale or retirement and its tax basis in the Debt Security. The
amount realized on a sale or retirement for an amount in foreign currency will
be the U.S. dollar value of such amount on (i) the date payment is received in
the case of a cash basis United States Holder, (ii) the date of disposition in
the case of an accrual basis United States Holder or (iii) in the case of Debt
Securities traded on an established securities market, as defined in the
applicable Treasury Regulations, sold by a cash basis United States Holder (or
an accrual basis United States Holder that so elects), on the settlement date
for the sale. Except to the extent described above under "Original Issue
Discount - Short-Term Debt Securities" or described in the next succeeding
paragraph or attributable to accrued but unpaid interest, gain or loss
recognized on the sale or retirement of a Debt Security will be capital gain or
loss and will be long-term capital gain or loss if the Debt Security was held
for more than one year.
Gain or loss recognized by a United States Holder on the sale or retirement
of a Debt Security that is attributable to changes in exchange rates will be
treated as ordinary income or loss. However, exchange gain or loss is taken into
account only to the extent of total gain or loss realized on the transaction.
EXCHANGE OF AMOUNTS IN OTHER THAN U.S. DOLLARS
Foreign currency received as interest on a Debt Security or on the sale or
retirement of a Debt Security will have a tax basis equal to its U.S. dollar
value at the time such interest is received or at the time of such sale or
retirement. Foreign currency that is purchased will generally have a tax basis
equal to the U.S. dollar value of the foreign currency on the date of purchase.
Any gain or loss recognized on a sale or other disposition of a foreign currency
(including its use to purchase Debt Securities or upon exchange for U.S.
dollars) will be ordinary income or loss.
INDEXED DEBT SECURITIES
The applicable Prospectus Supplement will contain a discussion of any
special United States federal income tax rules with respect to Debt Securities
(other than Debt Securities subject to the rules governing Variable Rate Debt
Securities), payments on which are determined by reference to any index.
UNITED STATES ALIEN HOLDERS
For purposes of this discussion, a "United States Alien Holder" is any
holder of a Debt Security who is (i) a nonresident alien individual or (ii) a
foreign corporation, partnership or estate or trust which is not subject to
United States federal income tax on a net income basis in respect of income or
gain from a Debt Security. This discussion assumes that the Debt Security is not
subject to the rules of Section 871(h) (4) (A) of the Code (relating to interest
payments that are determined by reference to the income, profits, changes in the
value of property or other attributes of the debtor or a related party). In
addition, solely with respect to United States federal estate tax, the
discussion assumes that the Debt Security had a maturity date, when issued, that
was not less than 184 days from the date of issuance.
Under present United States federal income and estate tax law, and subject
to the discussion of backup withholding below:
(1) payments of principal, premium (if any) and interest, including OID, by
the Company or any of its paying agents to any holder of a Debt Security that is
a United States Alien Holder will not be subject to United States federal
withholding tax if, in the case of interest or OID, (i) the beneficial owner of
the Debt Security does not actually or constructively own 10% or more of the
total combined voting power of all classes of stock of the Company entitled to
vote, (ii) the beneficial owner of the Debt Security is not a controlled foreign
corporation that is related to the Company through stock ownership, and (iii) if
the Debt Security is a Registered Security, either (a) the beneficial owner of
the Debt Security certifies to the Company or its agent, under penalties of
perjury, that it is not a United States Holder and provides its name and address
or (b) a securities clearing organization, bank or other financial institution
that holds customers' securities in the ordinary course of its trade or business
(a "financial institution") and holds the Debt Security on behalf of a
beneficial owner certifies to the Company or its agent, under penalties of
perjury, that such statement has been received from the beneficial owner by it
or by a financial institution between it and the beneficial owner and furnishes
the payor with a copy thereof;
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(2) a United States Alien Holder of a Debt Security will not be subject to
United States federal withholding tax on any gain realized on the sale or
exchange of a Debt Security; and
(3) a Debt Security held by an individual who at death is not a citizen or
resident of the United States will not be includible in the individual's gross
estate for purposes of the United States federal estate tax as a result of the
individual's death if (a) the individual did not actually or constructively own
10% or more of the total combined voting power of all classes of stock of the
Company entitled to vote and (b) the income on the Debt Security would not have
been effectively connected with a United States trade or business of the
individual at the individual's death.
BEARER DEBT SECURITIES
The applicable Prospectus Supplement will contain a discussion of any
special United States federal income tax rules with respect to Debt Securities
that are issued as Bearer Securities (including Debt Securities in permanent
global form).
BACKUP WITHHOLDING AND INFORMATION REPORTING
UNITED STATES HOLDERS
In general, information reporting requirements will apply to payments of
principal, any premium and interest on a Debt Security and the proceeds of the
sale of a Debt Security before maturity within the United States to, and to the
accrual of OID on a Discount Debt Security with respect to, non-corporate United
States Holders, and "backup withholding" at a rate of 31% will apply to such
payments and to payments of OID if the United States Holder fails to provide an
accurate taxpayer identification number or to report all interest and dividends
required to be shown on its federal income tax returns.
UNITED STATES ALIEN HOLDERS
Information reporting and backup withholding will not apply to payments of
principal, premium (if any) and interest (including OID) made by the Company or
a paying agent to a United States Alien Holder on a Registered Security if
either of the certifications described in clause (1) (iii) under "United States
Alien Holders" above is received, provided that the payor does not have actual
knowledge that the holder is a United States person.
Payments of the proceeds from the sale by a United States Alien Holder of a
Debt Security made to or through a foreign office of a broker will not be
subject to information reporting or backup withholding, except that if the
broker is a United States person, a controlled foreign corporation for United
States tax purposes or a foreign person 50% or more of whose gross income is
effectively connected with a United States trade or business for a specified
three-year period, information reporting may apply to such payments. Payments of
the proceeds from the sale of a Debt Security to or through the United States
office of a broker is subject to information reporting and backup withholding
unless the holder or beneficial owner certifies as to its non-United States
status or otherwise establishes an exemption from information reporting and
backup withholding.
PLAN OF DISTRIBUTION
The Company may sell Debt Securities (i) to or through underwriters or
dealers, (ii) through agents, (iii) directly to purchasers, or (iv) through a
combination of any of the foregoing. Any such underwriter, dealer or agent may
be deemed to be an underwriter within the meaning of the Securities Act. Any
Prospectus Supplement relating to Debt Securities will set forth their offering
terms, including the name or names of any underwriters, the purchase price of
the Debt Securities and the proceeds to the Company from such sale, any
underwriting discounts, commissions and other items constituting underwriters'
compensation, any initial public offering price, any discounts or concessions
allowed or reallowed or paid to dealers, and any securities exchanges on which
the Debt Securities may be listed.
If underwriters are used in the sale, the Debt Securities will be acquired
by the underwriters for their own account and may be resold from time to time in
one or more transactions, at a fixed price or prices, which may be changed, or
at market prices prevailing at the time of sale, or at prices related to such
prevailing market prices, or at negotiated prices. The Debt Securities may be
offered to the public either through underwriting syndicates represented by one
or more managing underwriters or directly by one or more of such firms. Unless
otherwise set forth in the Prospectus Supplement, the obligations of the
underwriters to purchase the Debt Securities will be subject to certain
conditions precedent and the underwriters will be obligated to purchase all the
Debt Securities if any are purchased. Any initial public offering price and any
discounts or concessions allowed or reallowed or paid to dealers may be changed
from time to time. Under agreements which may be
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entered into by the Company, underwriters, dealers and agents who participate in
the distribution of Debt Securities may be entitled to indemnification or
contribution by the Company against certain liabilities, including liabilities
under the Securities Act.
The specific terms and manner of sale of Debt Securities will be set forth
or summarized in the Prospectus Supplement relating thereto.
If so indicated in a Prospectus Supplement, the Company will authorize
underwriters or other persons acting as the Company's agents to solicit offers
by certain institutions to purchase Debt Securities from the Company pursuant to
contracts providing for payment and delivery on a future date. Institutions with
which such contracts may be made include commercial and savings banks, insurance
companies, pension funds, investment companies, educational and charitable
institutions and others, but in all cases will be subject to acceptance by the
Company. The obligations of any purchaser under any such contracts will be
subject to the conditions that the purchase of Debt Securities shall not at the
time of delivery be prohibited under the laws of the jurisdiction to which such
purchaser is subject. The underwriters and such other persons will not have any
responsibility in respect of the validity or performance of such contracts.
Each underwriter and agent participating in the distribution of any Debt
Securities which are issuable in bearer form will agree that it will not offer,
sell or deliver, directly or indirectly, Debt Securities in bearer form in the
United States or to United States persons (other than qualifying financial
institutions) in connection with the original issuance of Debt Securities.
VALIDITY OF DEBT SECURITIES
The validity of the Debt Securities offered hereby will be passed upon for
the Company by McGuire, Woods, Battle & Boothe, L.L.P., One James Center,
Richmond, Virginia 23219, and for the Underwriters by Sullivan & Cromwell, 1701
Pennsylvania Avenue, N.W., Washington, D.C. 20006. Sullivan & Cromwell will rely
as to all matters governed by Virginia law on the opinion of McGuire, Woods,
Battle & Boothe, L.L.P.
EXPERTS
The consolidated financial statements of Universal Corporation and
Subsidiaries included in Universal Corporation's Annual Report on Form 10-K for
the year ended June 30, 1995 have been audited by Ernst & Young LLP, independent
auditors, as set forth in their report included therein and incorporated herein
by reference. Such consolidated financial statements are incorporated herein by
reference in reliance upon such report given upon the authority of such firm as
experts in accounting and auditing.
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NO DEALER, SALESMAN OR ANY OTHER PERSON HAS BEEN AUTHORIZED TO GIVE ANY
INFORMATION OR TO MAKE ANY REPRESENTATIONS OTHER THAN THOSE CONTAINED IN THIS
PROSPECTUS SUPPLEMENT AND THE ACCOMPANYING PROSPECTUS IN CONNECTION WITH THE
OFFER CONTAINED IN THIS PROSPECTUS SUPPLEMENT AND THE ACCOMPANYING PROSPECTUS,
AND, IF GIVEN OR MADE, SUCH OTHER INFORMATION OR REPRESENTATIONS MUST NOT BE
RELIED UPON AS HAVING BEEN AUTHORIZED BY THE COMPANY OR THE UNDERWRITERS. THIS
PROSPECTUS SUPPLEMENT AND THE ACCOMPANYING PROSPECTUS DO NOT CONSTITUTE AN OFFER
BY THE COMPANY OR BY ANY UNDERWRITER TO SELL SECURITIES IN ANY STATE TO ANY
PERSON TO WHOM IT IS UNLAWFUL FOR THE COMPANY OR SUCH UNDERWRITER TO MAKE SUCH
OFFER IN SUCH STATE. NEITHER THE DELIVERY OF THIS PROSPECTUS SUPPLEMENT AND THE
ACCOMPANYING PROSPECTUS NOR ANY SALE MADE HEREUNDER SHALL, UNDER ANY
CIRCUMSTANCES, CREATE AN IMPLICATION THAT THERE HAS BEEN NO CHANGE IN THE
AFFAIRS OF THE COMPANY SINCE THE DATE HEREOF OR THAT THE INFORMATION CONTAINED
OR INCORPORATED BY REFERENCE HEREIN IS CORRECT AS OF ANY TIME SUBSEQUENT TO ITS
DATE.
TABLE OF CONTENTS
<TABLE>
<CAPTION>
PAGE
<S> <C>
PROSPECTUS SUPPLEMENT
The Company.......................................... S-2
Use of Proceeds...................................... S-2
Description of Notes................................. S-2
Underwriting......................................... S-3
<CAPTION>
PROSPECTUS
<S> <C>
Available Information................................ 2
Incorporation of Certain Documents
by Reference....................................... 2
The Company.......................................... 2
Ratio of Earnings to Fixed Charges................... 3
Use of Proceeds...................................... 3
Description of Debt Securities....................... 3
Limitations on Issuance of
Euro-Securities.................................... 14
Foreign Currency Risks............................... 14
United States Taxation............................... 14
Plan of Distribution................................. 21
Validity of Debt Securities.......................... 22
Experts.............................................. 22
</TABLE>
$100,000,000
[Universal Logo]
6 1/2% NOTES DUE
FEBRUARY 15, 2006
PROSPECTUS SUPPLEMENT
DILLON, READ & CO. INC.
WHEAT FIRST BUTCHER SINGER
