Filed Pursuant to Rule 424b5
File Number 33-65079
SUBJECT TO COMPLETION, DATED FEBRUARY 6, 1996
PROSPECTUS SUPPLEMENT TO PROSPECTUS DATED FEBRUARY 5, 1996
$100,000,000
[UNIVERSAL LOGO]
% NOTES DUE FEBRUARY , 2006
(INTEREST PAYABLE FEBRUARY AND AUGUST )
Interest on the Notes is payable semi-annually in February and August of
each year commencing August , 1996. The Notes will bear interest at the rate
of % per annum and will mature on February , 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............................................ 100% % %
Total............................................... $100,000,000 $ $
</TABLE>
* Plus accrued interest, if any, from February , 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 , 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 , 1996.
THIS PRELIMINARY PROSPECTUS SUPPLEMENT RELATES TO AN EFFECTIVE REGISTRATION
STATEMENT UNDER THE SECURITIES ACT OF 1933, AND IS SUBJECT TO COMPLETION OR
AMENDMENT. THIS PRELIMINARY PROSPECTUS SUPPLEMENT SHALL NOT CONSTITUTE AN OFFER
TO SELL OR THE SOLICITATION OF ANY OFFER TO BUY NOR SHALL THERE BE ANY SALE OF
THESE SECURITIES IN ANY STATE IN WHICH SUCH OFFER, SOLICITATION OR SALE WOULD BE
UNLAWFUL PRIOR TO REGISTRATION OR QUALIFICATION UNDER THE SECURITIES LAWS OF ANY
SUCH STATE.
<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 $ , 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 , 1996 at the
annual rate set forth on the cover page of this Prospectus Supplement, and will
mature on February , 2006. Interest will be payable semi-annually on February
and August of each year, commencing August , 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 or August 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 , 1996, are as
follows:
<TABLE>
<CAPTION>
PRINCIPAL
AMOUNT OF
UNDERWRITER NOTES
<S> <C>
Dillon, Read & Co. Inc................................................................ $
Wheat, First Securities, Inc..........................................................
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 % of the principal amount. The respective Underwriters may allow,
and such dealers may reallow, a concession not exceeding % 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>
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]
% NOTES DUE
FEBRUARY , 2006
PROSPECTUS SUPPLEMENT
DILLON, READ & CO. INC.
WHEAT FIRST BUTCHER SINGER
