As filed with the Securities and Exchange Commission on February 9, 1998.
Registration No. 333-_____
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-3
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
_________
UNIVERSAL CORPORATION
(Exact name of registrant as specified in its charter)
Virginia 54-0414210
(State or other jurisdiction of (I.R.S. Employer Identification Number)
incorporation or organization)
1501 North Hamilton Street
Richmond, Virginia 23230
(804) 359-9311
(Address, including zip code, and telephone number, including
area code, of registrant's principal executive offices)
James M. White, III, Esquire
Secretary and General Counsel
Universal Corporation
1501 North Hamilton Street
Richmond, Virginia 23230
(804) 359-9311
(Name, address, including zip code, and telephone number, including
area code, of agent for service)
Copies of Communications to:
David R. Johnson, Esquire
Robert E. Spicer, Jr., Esquire
Williams Mullen Christian & Dobbins
1021 East Cary Street, 16th Floor
Richmond, Virginia 23219
(804) 643-1991
Approximate date of commencement of proposed sale to the public: From
time to time after the effective date of this Registration Statement.
If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box. [ ]
If any of the securities being registered on this Form are to be
offered on a delayed or continuous basis pursuant to Rule 415 under the
Securities Act of 1933, other than securities offered only in connection with
dividend or interest reinvestment plans, check the following box. [X]
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. [ ]
If this Form is a post-effective amendment filed pursuant to Rule
462(c) under the Securities Act, check the following box and list the Securities
Act registration statement number of the earlier effective registration
statement for the same offering. [ ]
If the delivery of the prospectus is expected to be made pursuant to
Rule 434, please check the following box. [ ]
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CALCULATION OF REGISTRATION FEE
======================================== ==================== ==================== ===================== ====================
Amount Proposed Maximum Proposed Maximum
Title of Shares to to be Aggregate Price Aggregate Amount of
be Registered Registered (1) Per Share (2) Offering Price Registration Fee
======================================== ==================== ==================== ===================== ====================
<S> <C> <C> <C> <C>
Common Stock, no par value............. 20,000 $40.50 $810,000 $238.95
Rights to Purchase Series A Junior
Participating Preferred Stock........ 20,000 (3) (3) (3)
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(1) The amount of Common Stock registered hereunder shall be deemed to include
any additional shares issuable as a result of any stock split, stock
dividend or other change in the capitalization of the Registrant.
(2) Pursuant to Rule 457(c), the offering price is based on the average of the
high ($41.00) and low ($40.00) prices as reported on the composite tape of
New York Stock Exchange listed issues on February 5, 1998.
(3) The Rights to Purchase Series A Junior Participating Preferred Stock will
be attached to and will trade with shares of the Common Stock of the
Registrant. Value attributable to such Rights, if any, will be reflected in
the market price of the shares of Common Stock. No additional registration
fee is required.
The Registrant hereby amends this Registration Statement on such date or dates
as may be necessary to delay its effective date until the Registrant shall file
a further amendment which specifically states that this Registration Statement
shall thereafter become effective in accordance with Section 8(a) of the
Securities Act of 1933 or until the Registration Statement shall become
effective on such date as the Commission, acting pursuant to said Section 8(a),
may determine.
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<PAGE>
Information contained herein is subject to completion or amendment. A
registration statement relating to these securities has been filed with the
Securities and Exchange Commission. These securities may not be sold nor may
offers to buy be accepted prior to the time the registration statement becomes
effective. This prospectus shall not constitute an offer to sell or the
solicitation of an 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>
SUBJECT TO COMPLETION, DATED FEBRUARY 9, 1998
20,000 Shares
UNIVERSAL CORPORATION
Common Stock
This Prospectus relates to 20,000 shares (the "Shares") of the Common
Stock, no par value (the "Common Stock"), of Universal Corporation, a Virginia
corporation (the "Company"), to be sold by the Selling Shareholder identified in
this Prospectus under the caption "Selling Shareholder." Each share of Common
Stock also represents one preferred share purchase right under the Company's
shareholder rights plan. See "Description of Capital Stock - Preferred Share
Purchase Rights." The Company will not receive any part of the proceeds from the
sale of the Shares.
The Selling Shareholder may sell all or any portion of the Shares for
its own account from time to time in one or more transactions effected through
brokers or dealers, at market prices then prevailing, or in privately negotiated
transactions at such prices as may be agreed upon. See "Plan of Distribution."
The Company will bear the cost of all filing fees and legal and
accounting expenses associated with registration of the Shares under the
Securities Act of 1933, as amended (the "Securities Act"), including the
preparation of this Prospectus. The Selling Shareholder will pay all other
expenses related to the sale of the Shares.
---------------
The Common Stock is listed on the New York Stock Exchange under the
symbol "UVV." On February 5, 1998, the closing sales price of the Common Stock
as reported on the New York Stock Exchange Composite Tape was $41.00 per share.
---------------
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 date of this Prospectus is February __, 1998
<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, proxy statements and other information with
the Securities and Exchange Commission (the "Commission"). Such reports, proxy
statements and other information filed by the Company can be inspected and
copied at the public reference facilities maintained by the Commission at Room
1024, 450 Fifth Street, N.W., Judiciary Plaza, Washington, D.C. 20549-1004, and
at the following Regional Offices of the Commission: New York Regional Office, 7
World Trade Center, Suite 1300, New York, New York 10048 and Chicago Regional
Office, 500 West Madison Street, Suite 1400, Chicago, Illinois 60661. Copies of
such materials can also be obtained by mail from the Public Reference Section of
the Commission at 450 Fifth Street, N.W., Judiciary Plaza, Washington, D.C.
20549-1004, at prescribed rates. The Commission maintains a Web site
(http://www.sec.gov) that contains reports, proxy statements and other
information regarding registrants, such as the Company, that file electronically
with the Commission. The Common Stock is listed on the New York Stock Exchange,
Inc. (the "NYSE"), and such reports, proxy statements and other information
relating to the Company can also be inspected at the offices of the NYSE, 20
Broad Street, New York, New York 10005.
This Prospectus constitutes a part of a registration statement on Form
S-3 (together with all amendments and exhibits thereto, the "Registration
Statement") filed by the Company with the Commission under the Securities Act.
As permitted by the rules and regulations of the Commission, this Prospectus
omits certain information contained in the Registration Statement. For further
information, reference is hereby made to the Registration Statement and to the
exhibits thereto, which may be inspected and copied in the manner and at the
locations described above. Statements contained herein concerning provisions of
any document filed as an exhibit to the Registration Statement, incorporated by
reference into this Prospectus or otherwise filed with the Commission are not
necessarily complete, and each such statement is qualified in its entirety by
reference to the copy of such document filed with the Commission.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following reports and other documents previously filed by the
Company with the Commission under the Exchange Act are incorporated by reference
into this Prospectus:
(a) the Company's Annual Report on Form 10-K for the year ended
June 30, 1997 (the "Form 10-K");
(b) the portions of the Company's Proxy Statement for the Annual
Meeting of Shareholders held on October 28, 1997 that have been incorporated by
reference into the Form 10-K;
(c) the Company's Quarterly Reports on Form 10-Q for the quarters
ended September 30, 1997 and December 31, 1997; and
(d) the Company's Current Reports on Form 8-K filed July 17, 1997,
July 17, 1997, August 21, 1997 and January 23, 1998, respectively.
All reports and other documents filed by the Company pursuant to
Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act after the date of this
Prospectus and prior to the termination of the offering contemplated hereby
shall be deemed to be incorporated by reference into this Prospectus and to be a
part hereof from the date of filing of such reports and other documents. Any
statement contained herein or in a report or document incorporated or deemed to
be incorporated by reference into this Prospectus 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 that also is
incorporated or deemed to be incorporated by reference into this Prospectus)
modifies or supersedes such previous
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statement. Any such statement so modified or superseded shall not be deemed,
except as so modified or superseded, to constitute a part of this Prospectus.
The Company will provide, without charge, to each person to whom this
Prospectus is delivered, on the written or oral request of any such person, a
copy of any or all of the foregoing documents incorporated by reference into
this Prospectus (other than certain exhibits to such documents). Requests for
such copies should be directed to James M. White, III, Esquire, Secretary and
General Counsel, 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 the distribution of 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, 1997, such operations accounted for
74% of revenues and 84% of operating profits. Its agri-products and lumber and
building products operations accounted for 12% and 14% of revenues and 5% and
11% of operating profits, respectively, during the same period.
The Company's executive offices are located at 1501 North Hamilton
Street, Richmond, Virginia 23221, and its telephone number is (804) 359-9311.
USE OF PROCEEDS
All of the Shares covered by this Prospectus are being offered by the
Selling Shareholder. As a consequence, the Company will not receive any of the
proceeds from the sale of any of the Shares.
SELLING SHAREHOLDER
The Selling Shareholder is the Henry H. Harrell 1994 Irrevocable Trust.
Henry H. Harrell, Chairman and Chief Executive Officer and Director of the
Company, was the settlor of the Trust, but is not the trustee or a named
beneficiary. Prior to the offering of the Shares, the Selling Shareholder owned
30,000 shares of Common Stock, which it received upon the exercise of certain
options. The Selling Shareholder intends to sell the number of Shares required
to repay amounts borrowed, plus interest, to fund the exercise of such options
which number shall not exceed 20,000 Shares. After the sale of the Shares, the
Selling Shareholder will own the number of Shares of Common Stock equal to
30,000 less the number of Shares sold in this offering. Assuming the Selling
Shareholder sells the maximum number of shares offered hereby, the Selling
Shareholder would own 10,000 Shares of Common Stock after the completion of this
offering.
PLAN OF DISTRIBUTION
The Company has no specific information concerning whether or when any
offers or sales of Shares covered by this Prospectus will be made, or if made,
concerning the price, terms or conditions of any such offers or sales. The
Selling Shareholder and its agents and representatives may, from time to time,
offer for sale and sell or distribute the Shares to be offered by them hereby
(a) in transactions executed on the New York Stock Exchange, or any securities
exchange on which the shares may be traded, through registered broker-dealers
(who may act as principals, pledgees or agents), (b) in privately negotiated
transactions at such price or as may be agreed upon, or (c) through other means.
The Shares may be sold from time to time in one or more transactions at market
prices prevailing at the time of sale or at negotiated prices.
The aggregate proceeds to the Selling Shareholder from the sale of the
Shares offered hereby will be the purchase price of such Shares less any
broker's commissions.
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There is no assurance that the Selling Shareholder will sell any or all
of the Shares described herein and may transfer securities by other means not
described herein. The Company is permitted to suspend the use of this Prospectus
in connection with sales of the Shares by the Selling Shareholder during certain
periods of time under certain circumstances relating to pending corporate
developments and public filings with the Commission and similar events. Expenses
of preparing and filing the Registration Statement, including any post-effective
amendments, will be borne by the Company.
DESCRIPTION OF CAPITAL STOCK
The following summary description of the capital stock of the Company
is qualified in its entirety by reference to applicable provisions of Virginia
law and the Company's Restated Articles of Incorporation (the "Company's
Articles") and Bylaws, which are on file with the Commission and are
incorporated by reference as an exhibit to the Registration Statement.
Authorized and Outstanding Capital Stock
The Company's authorized capital stock consists of 50,000,000 shares of
Common Stock, without par value, 75,000 shares of 8% Cumulative Preferred Stock,
$100 par value, and 5,000,000 shares of Additional Preferred Stock, without par
value. At February 5, 1998, there were 35,286,976 shares of Common Stock issued
and outstanding, held by approximately 3,245 shareholders of record. No shares
of 8% Cumulative Preferred Stock are issued and outstanding at January 30, 1998,
and no shares of Additional Preferred Stock have been issued.
Common Stock
The holders of Common Stock are entitled to one vote per share on all
matters to be voted on by the shareholders, including elections of directors.
Holders of Common Stock do not have cumulative voting rights, which means that
the holders of a majority of the shares of Common Stock entitled to vote in any
election of directors can elect all of the directors standing for election,
subject to the voting rights, if any, of the holders of 8% Cumulative Preferred
Stock or any series of Additional Preferred Stock that may be outstanding from
time to time. Holders of Common Stock are entitled to receive such dividends, if
any, as may be declared from time to time by the Board of Directors out of funds
legally available therefor. Dividends on outstanding shares of the 8% Cumulative
Preferred Stock must be paid in full before payment of any dividends on any
series of the Additional Preferred Stock or on the Common Stock. Upon
liquidation, dissolution or winding up of the Company, holders of Common Stock
are entitled to share ratably in assets available for distribution after payment
of all debts and other liabilities and subject to the prior rights of any
holders of any 8% Cumulative Preferred Stock or Additional Preferred Stock then
outstanding. The shares of Common Stock are not redeemable, have no conversion
rights and carry no preemptive or other rights to subscribe to additional shares
of Common Stock or to securities convertible into Common Stock. All outstanding
shares of Common Stock are fully paid and nonassessable and, upon payment
therefor, each share offered hereby will be fully paid and nonassessable.
8% Cumulative Preferred Stock
The holders of 8% Cumulative Preferred Stock are entitled to receive
out of any surplus or net profits of the Company cumulative dividends thereon at
the rate of 8% per annum, payable semi-annually in preference and priority to
the payment of any dividend to the holders of Additional Preferred Stock or
Common Stock. Any unpaid dividends to which holders of 8% Cumulative Preferred
Stock are entitled shall cumulate and bear interest at the rate of 6% per annum
until paid. The holders of 8% Cumulative Preferred Stock are not entitled to
vote on any matter to be voted on by the shareholders, unless there is a default
in the payment of dividends upon such stock for four six-month dividend periods.
Until such cumulated dividends and interest thereon have been paid in full and
dividends for
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two additional six-month dividend periods have been timely paid, the holders of
8% Cumulative Preferred Stock have exclusive voting power at all meetings of the
shareholders. In the event of liquidation, dissolution or distribution of the
assets of the Company, whether voluntary or involuntary, the holders of 8%
Cumulative Preferred Stock are entitled to receive the par value of the shares
held by them, together with all cumulated dividends thereon, with interest, out
of the surplus assets of the Company before any payment is made to the holders
of Additional Preferred Stock or Common Stock.
Additional Preferred Stock
The Board of Directors of the Company, without shareholder approval, is
authorized to issue shares of Additional Preferred Stock in one or more series
and to designate, with respect to each such series of Additional Preferred
Stock, the number of shares in each such series, the dividend rates, preferences
and dates of payment, voluntary and involuntary liquidation preferences, the
availability of redemption and the prices at which it may occur, whether or not
dividends shall be cumulative and, if cumulative, the date or dates from which
the same shall be cumulative, the sinking fund provisions, if any, for
redemption or purchase of shares, the rights, if any, and the terms and
conditions on which shares can be converted into or exchanged for shares of any
other class or series, and the voting rights, if any. Any Additional Preferred
Stock issued will rank junior to the 8% Cumulative Preferred Stock and may be
senior to the Common Stock as to dividends and as to distribution in the event
of liquidation, dissolution or winding up of the Company. The ability of the
Board of Directors to issue Additional Preferred Stock, while providing
flexibility in connection with possible acquisitions and other corporate
purposes, could, among other things, adversely affect the voting power of
holders of the Common Stock.
The Board of Directors of the Company has authorized and reserved
200,000 shares of Series A Junior Participating Preferred Stock ("Junior
Preferred Stock") for issuance upon exercise of the Preferred Share Purchase
Rights described below. See "Description of Capital Stock-Preferred Share
Purchase Rights."
The creation and issuance of any other series of Additional Preferred
Stock, and the relative rights and preferences of such series, if and when
established, will depend upon, among other things, the future capital needs of
the Company, then-existing market conditions and other factors that, in the
judgment of the Board of Directors of the Company, might warrant the issuance of
preferred stock.
Preferred Share Purchase Rights
In 1989, the Company distributed as a dividend one preferred share
purchase right (a "Right") for each outstanding share of Common Stock. As
adjusted for the two-for-one split of the Common Stock in December 1991, each
Right entitles the holder to buy one-half of one-hundredth of a share of Junior
Preferred Stock. The purchase price for each one-hundredth of a share of Junior
Preferred Stock is $110, subject to adjustment. The Rights will become
exercisable only if a person or group acquires or announces a tender offer for
20% or more of the outstanding Common Stock. The Board of Directors may reduce
this threshold percentage to 10%. If a person or group acquires the threshold
percentage of Common Stock, each Right will entitle the holder, other than the
acquiring person, to buy shares of Common Stock or Junior Preferred Stock having
a market value of twice the exercise price. If the Company is acquired in a
merger or other business combination, each Right will entitle the holder, other
than the acquiring person, to purchase securities of the surviving company
having a market value equal to twice the purchase price of the Rights. The
Rights will expire on February 13, 1999, and may be redeemed by the Company at
any time before they become exercisable.
Until the Rights become exercisable, they are evidenced by the Common
Stock certificates and are transferred with and only with such certificates.
Each share of Common Stock offered hereby will be accompanied by a Right.
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The foregoing summary of certain terms of the Rights is qualified in
its entirety by reference to the Rights Agreement, as amended (the "Rights
Agreement") between the Company and Wachovia Bank of North Carolina, N. A., as
Rights Agent. The Rights Agreement has been filed with the Commission and is
incorporated by reference as an exhibit to the Registration Statement.
The Rights may have certain anti-takeover effects. The Rights will
cause substantial dilution to a person or group that acquires more than the
threshold percentage of the outstanding shares of Common Stock if certain events
thereafter occur without the Rights having been redeemed. However, the Rights
should not interfere with any merger or other business combination approved by
the Board of Directors and the shareholders because the Rights are redeemable
under certain circumstances.
Certain Provisions of the Company's Articles and Bylaws
The Company's Articles and Bylaws contain provisions which may have the
effect of delaying or preventing a change in control of the Company. The
Company's Articles and Bylaws provide (i) for division of the Board of Directors
into three classes, with one class elected each year to serve a three-year term;
(ii) that directors may be removed only for cause and only upon the affirmative
vote of the holders of at least two-thirds of the outstanding shares entitled to
vote; (iii) that a vacancy on the Board shall be filled by the remaining
directors; and (iv) that the affirmative vote of the holders of at least
two-thirds of the outstanding shares entitled to vote is required to amend,
alter, change or repeal the foregoing provisions. The Company's Bylaws require
advance notification for a shareholder to bring business before a shareholders'
meeting or to nominate a person for election as a director.
The Company's Articles also contain an "affiliate transaction
provision" that provides that, in the event holders of Common Stock are entitled
to vote on certain transactions, a supermajority of at least 80% of all the
votes that the holders of Common Stock are entitled to cast thereon shall be
required for the approval of such transactions. Such supermajority approval
would be required for (i) a merger or consolidation involving any person or
entity who directly or indirectly owns or controls 10% or more of the voting
power of the Company (an "Interested Shareholder") at the record date for
determining shareholders entitled to vote and (ii) a sale, lease or exchange of
substantially all of the Company's assets or property to or with an Interested
Shareholder, or for the approval of a sale, lease or exchange of substantially
all of the assets or property of an Interested Shareholder to or with the
Company. In addition, the Company's Articles provide that the same 80% vote
shall be required for the approval of certain transactions including a
reclassification of securities, recapitalization or other transaction designed
to decrease the number of holders of Common Stock after any person or entity has
become an Interested Shareholder. Notwithstanding the foregoing, the
supermajority approval requirement will not apply to any transaction that is
approved by the Board of Directors prior to the time that the Interested
Shareholder becomes an Interested Shareholder.
The foregoing provisions of the Company's Articles and Bylaws are
intended to prevent inequitable shareholder treatment in a two-tier takeover and
to reduce the possibility that a third party could effect a sudden or surprise
change in majority control of the Board of Directors without the support of the
incumbent Board, even if such a change were desired by, or would be beneficial
to, a majority of the Company's shareholders. Such provisions therefore may have
the effect of discouraging certain unsolicited offers for the Company's capital
stock.
Affiliated Transactions
The Virginia Stock Corporation Act (the "Virginia Act") contains
provisions governing "Affiliated Transactions." Affiliated Transactions include
certain mergers and share exchanges, material dispositions of corporate assets
not in the ordinary course of business, any dissolution of the corporation
proposed by or on behalf of an Interested Shareholder (as defined below), or
reclassifications, including reverse stock splits, recapitalizations or mergers
of the corporation with its subsidiaries which have the effect of increasing the
percentage of voting shares beneficially owned by an Interested Shareholder by
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more than 5%. For purposes of the Virginia Act, an Interested Shareholder is
defined any beneficial owner of more than 10% of any class of the voting
securities of a Virginia corporation.
Subject to certain exceptions discussed below, the provisions governing
Affiliated Transactions require that, for three years following the date upon
which any shareholder becomes an Interested Shareholder, a Virginia corporation
cannot engage in an Affiliated Transaction with such Interested Shareholder
unless approved by the affirmative vote of the holders of two-thirds of the
voting shares of the corporation, other than the shares beneficially owned by
the Interested Shareholder, and by a majority (but not less than two) of the
"Disinterested Directors." A Disinterested Director means, with respect to a
particular Interested Shareholder, a member of a corporation's board of
directors who (i) was a member before the later of January 1, 1988 and the date
on which an Interested Shareholder became an Interested Shareholder and (ii) was
recommended for election by, or was elected to fill a vacancy and received the
affirmative vote of, a majority of the Disinterested Directors then on the
board. At the expiration of the three year period, these provisions require
approval of Affiliated Transactions by the affirmative vote of the holders of
two-thirds of the voting shares of the corporation, other than those
beneficially owned by the Interested Shareholder.
The principal exceptions to the special voting requirement apply to
Affiliated Transactions occurring after the three-year period has expired and
require either that the transaction be approved by a majority of the
Disinterested Directors or that the transaction satisfy certain fair price
requirements of the statute. In general, the fair price requirements provide
that the shareholders must receive the highest per share price for their shares
as was paid by the Interested Shareholder for his shares or the fair market
value of their shares, whichever is higher. They also require that, during the
three years preceding the announcement of the proposed Affiliated Transaction,
all required dividends have been paid and no special financial accommodations
have been accorded the Interested Shareholder unless approved by a majority of
the Disinterested Directors.
None of the foregoing limitations and special voting requirements
applies to an Affiliated Transaction with an Interested Shareholder whose
acquisition of shares making such person an Interested Shareholder was approved
by a majority of the corporation's Disinterested Directors.
These provisions were designed to deter certain takeovers of Virginia
corporations. In addition, the statute provides that, by affirmative vote of a
majority of the voting shares other than shares owned by any Interested
Shareholder, a corporation may adopt, by meeting certain voting requirements, an
amendment to its articles of incorporation or bylaws providing that the
Affiliated Transactions provisions shall not apply to the corporation. The
Company has not adopted such an amendment.
Control Share Acquisitions
The Virginia Act also contains provisions regulating certain "control
share acquisitions," which are transactions causing the voting strength of any
person acquiring beneficial ownership of shares of a public corporation in
Virginia to meet or exceed certain threshold percentages (20%, 33/1/3% or 50%)
of the total votes entitled to be cast for the election of directors. Shares
acquired in a control share acquisition have no voting rights unless: (i) the
voting rights are granted by a majority vote of all outstanding shares other
than those held by the acquiring person or any officer or employee director of
the corporation, or (ii) the articles of incorporation or bylaws of the
corporation provide that these Virginia law provisions do not apply to
acquisitions of its shares. The acquiring person may require that a special
meeting of the shareholders be held to consider the grant of voting rights to
the shares acquired in the control share acquisition. These provisions were
designed to deter certain takeovers of Virginia public corporations. The Company
has not adopted an amendment to its Restated Articles of Incorporation or Bylaws
making these provisions inapplicable to acquisitions of its shares.
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LEGAL MATTERS
The validity of the shares of Common Stock offered hereby will be
passed upon for the Company by Williams, Mullen, Christian & Dobbins, Richmond,
Virginia. Attorneys employed by the firm beneficially owned an aggregate of
385,534 shares of the Company's Common Stock as of January 20, 1998, which had
an aggregate value of $14,674,388 based on the closing sales price of the
Company's Common Stock on such date.
EXPERTS
The consolidated financial statements of the Company appearing in the
Company's Annual Report (Form 10-K) for the year ended June 30, 1997, have been
audited by Ernst & Young LLP, independent auditors, as set forth in their report
thereon 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 other person has been authorized
to give any information or to make any representation not
contained in this Prospectus and, if given or made, such 20,000 Shares
information or representation must not be relied upon as
having been authorized by the Company or any sales
agent. This Prospectus does not constitute an offer to
sell or the solicitation of an offer to buy any
securities other than the securities to which it relates
or an offer to sell or the solicitation of an offer to UNIVERSAL
buy such securities in any jurisdiction where, or to any CORPORATION
person to whom, it is unlawful to make such offer or
solicitation. Neither the delivery of this Prospectus nor
any sale made hereunder shall, under any circumstances, Common Stock
create an implication that there has been no change in
the affairs of the Company since the date hereof or that
the information herein is correct as of any time
subsequent to the date hereof.
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PROSPECTUS
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TABLE OF CONTENTS
Page
Available Information.................................2
Incorporation of Certain Documents By
Reference.........................................2
The Company...........................................3
Use of Proceeds.......................................3
Selling Shareholder...................................3
Plan of Distribution..................................3
Description of Capital Stock..........................4
Legal Matters ........................................8
Experts ..............................................8 February __, 1998
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</TABLE>
<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 14. Other Expenses of Issuance and Distribution
Securities and Exchange Commission Registration Fee.........$ 239 *
Accounting Fees and Expenses................................$ 5,000
Legal Fees and Expenses.....................................$ 10,000
Miscellaneous Expenses......................................$ 500
Total..................$ 15,739
======
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*Represents actual expenses. All other expenses are estimates.
Item 15. Indemnification of Directors and Officers
Article 10 of Chapter 9 of Title 13.1 of the Code of Virginia (the
"Code") permits a Virginia corporation to indemnify any director or officer for
reasonable expenses incurred in any legal proceeding in advance of final
disposition of the proceeding, if the director or officer furnishes the
corporation a written statement of his good faith belief that he has met the
standard of conduct prescribed by the Code, and a determination is made by the
board of directors that such standard has been met. In a proceeding by or in the
right of the corporation, no indemnification shall be made in respect of any
matter as to which an officer or director is adjudged to be liable to the
corporation, unless the court in which the proceeding took place determines
that, despite such liability, such person is reasonably entitled to
indemnification in view of all of the relevant circumstances. In any other
proceeding, no indemnification shall be made if the director or officer is
adjudged liable to the corporation on the basis that personal benefit was
improperly received by him. Corporations are given the power to make any other
or further indemnity, including advancement of expenses, to any director or
officer that may be authorized by the articles of incorporation or any bylaw
made by the shareholders , or any resolution adopted, before or after the event,
by the shareholders, except an indemnity against willful misconduct or a knowing
violation of the criminal law. Unless limited by its articles of incorporation,
indemnification of a director or officer is mandatory when he entirely prevails
in the defense of any proceeding to which he is a party because he is or was a
director or officer.
The Articles of Incorporation of the Registrant contain provisions
indemnifying the directors and officers of the Registrant against expenses and
liabilities incurred in legal proceedings and authorizing the Board of Directors
to advance and reimburse expenses as permitted by law. The Articles of
Incorporation of the Registrant also eliminate the liability of directors and
officers to the Registrant or its shareholders for monetary damages in excess of
one dollar to the full extent permitted by the Code.
Item 16. Exhibits
The following exhibits are filed on behalf of the Registrant as part of
this Registration Statement:
4.1 Restated Articles of Incorporation (incorporated herein by
reference to the Registrant's Annual Report on Form 10-K for
the fiscal year ended June 30, 1990, File No. 1-652).
4.2 Bylaws (incorporated herein by reference to the Registrant's
Quarterly Report on Form 10-Q for the quarter ended March 31,
1996, File No. 1- 652).
II-1
<PAGE>
4.3 Rights Agreement, dated February 2, 1989, between the
Registrant and Sovran Bank, N.A., as Rights Agent
(incorporated herein by reference to the Registrant's Form 8-A
Registration Statement, dated February 9, 1989, File No.
1-652).
4.4 Amendment to Rights Agreement, dated May 2, 1991, between the
Registrant and Sovran Bank, N.A., as Rights Agent
(incorporated herein by reference to the Registrant's Form 8
Amendment No. 1, dated May 7, 1991, to Form 8-A Registration
Statement, dated February 9, 1989, File No. 1-652).
4.5 Amendment to Rights Agreement, dated July 17, 1992, between
the Registrant, NationsBank, N.A., as Rights Agent, and
Wachovia Bank of North Carolina, N.A., as Successor Rights
Agent (incorporated herein by reference to the Registrant's
Form 8 Amendment No. 2, dated July 17, 1992, to Form 8-A
Registration Statement, dated February 9, 1989, File No.
1-652).
4.6 Specimen Common Stock Certificate (incorporated herein by
reference to the Registrant's Form S-3, dated February 25,
1993, Registration No. 33-58764).
5 Opinion of Williams, Mullen, Christian & Dobbins.*
23.1 Consent of Williams, Mullen, Christian & Dobbins (included in
Exhibit 5).
23.2 Consent of Ernst & Young LLP.*
24 Powers of Attorney (included on Signature Page).*
--------------
*Filed herewith
Item 17. Undertakings
The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this registration statement:
(i) To include any prospectus required by Section 10(a)(3)
of the Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events
arising after the effective date of the registration
statement (or the most recent post-effective amendment
thereof) which, individually or in the aggregate,
represent a fundamental change in the information set
forth in the registration statement; and
(iii) To include any material information with respect to the
plan of distribution not previously disclosed in the
registration statement or any material change to such
information in the registration statement;
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed to be
a new registration statement relating to the
II-2
<PAGE>
securities offered therein, and the offering of such securities at that time
shall be deemed to be the initial bona fide offering thereof.
(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at the
termination of the offering.
The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Securities Exchange Act of 1934 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to Section 15(d) of the
Securities Exchange Act of 1934) that is incorporated by reference in the
registration statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.
Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers and controlling persons of
the Registrant pursuant to the foregoing provisions, or otherwise, the
Registrant has been advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as expressed in the Act
and is, therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the Registrant of expenses
incurred or paid by a director, officer or controlling person of the Registrant
in the successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Act and will be governed by the final adjudication of
such issue.
II-3
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended,
the Registrant certifies that it has reasonable grounds to believe that it meets
all of the requirements for filing on Form S-3 and has duly caused this
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Richmond, Commonwealth of Virginia, on February
5, 1998.
UNIVERSAL CORPORATION
By: /s/ Henry H. Harrell
------------------------------------
Henry H. Harrell
Chairman and Chief Executive Officer
POWER OF ATTORNEY
Each of the undersigned hereby appoints James M. White, III and William
L. Taylor, either of whom may act individually, as attorneys-in-fact and agents
for the undersigned, with full power of substitution, for and in the name, place
and stead of the undersigned, to sign and file with the Securities and Exchange
Commission under the Securities Act of 1933, as amended, any and all amendments
(including post-effective amendments) to this Registration Statement, with any
exhibits thereto, and any other documents to be filed with the Securities and
Exchange Commission pertaining to the registration of securities covered hereby,
with full power and authority to do and perform any and all acts and things
whatsoever requisite or desirable.
Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement has been signed by the following persons in the
capacities and on the date indicated.
<TABLE>
<CAPTION>
Signature Title Date
<S> <C> <C>
/s/ Henry H. Harrell Chairman and February 5, 1998
- ------------------------------------------- Chief Executive Officer
Henry H. Harrell (Principal Executive Officer)
/s/ Hartwell H. Roper Vice President and February 6, 1998
- ------------------------------------------- Chief Financial Officer
Hartwell H. Roper (Principal Financial Officer)
/s/ William J. Coronado Controller February 6, 1998
- ------------------------------------------- (Principal Accounting Officer)
William J. Coronado
<PAGE>
Director February 5, 1998
- -------------------------------------------
William W. Berry
/s/ Ronald E. Carrier Director February 5, 1998
- -------------------------------------------
Ronald E. Carrier
/s/ Lawrence S. Eagleburger Director February 5, 1998
- -------------------------------------------
Lawrence S. Eagleburger
/s/ Joseph C. Farrell Director February 5, 1998
- -------------------------------------------
Joseph C. Farrell
/s/ Charles H. Foster, Jr. Director February 5, 1998
- -------------------------------------------
Charles H. Foster, Jr.
/s/ Richard G. Holder Director February 5, 1998
- -------------------------------------------
Richard G. Holder
/s/ Allen B. King Director February 5, 1998
- -------------------------------------------
Allen B. King
/s/ John D. Munford, II Director February 5, 1998
- -------------------------------------------
John D. Munford, II
/s/ Jeremiah H. Sheehan Director February 5, 1998
- -------------------------------------------
Jeremiah H. Sheehan
/s/ Hubert R. Stallard Director February 5, 1998
------------------------------------------
Hubert R. Stallard
</TABLE>
<PAGE>
EXHIBIT INDEX
Exhibit No. Document
- ----------- --------
4.1 Restated Articles of Incorporation (incorporated herein by
reference to the Registrant's Annual Report on Form 10-K for
the fiscal year ended June 30, 1990, File No. 1-652).
4.2 Bylaws (incorporated herein by reference to the Registrant's
Quarterly Report on Form 10-Q for the quarter ended March 31,
1996, File No. 1- 652).
4.3 Rights Agreement, dated February 2, 1989, between the
Registrant and Sovran Bank, N.A., as Rights Agent
(incorporated herein by reference to the Registrant's Form 8-A
Registration Statement, dated February 9, 1989, File No.
1-652).
4.4 Amendment to Rights Agreement, dated May 2, 1991, between the
Registrant and Sovran Bank, N.A., as Rights Agent
(incorporated herein by reference to the Registrant's Form 8
Amendment No. 1, dated May 7, 1991, to Form 8-A Registration
Statement, dated February 9, 1989, File No. 1-652).
4.5 Amendment to Rights Agreement, dated July 17, 1992, between
the Registrant, NationsBank, N.A., as Rights Agent, and
Wachovia Bank of North Carolina, N.A., as Successor Rights
Agent (incorporated herein by reference to the Registrant's
Form 8 Amendment No. 2, dated July 17, 1992, to Form 8-A
Registration Statement, dated February 9, 1989, File No.
1-652).
4.6 Specimen Common Stock Certificate (incorporated herein by
reference to the Registrant's Form S-3, dated February 25,
1993, Registration No. 33-58764).
5 Opinion of Williams, Mullen, Christian & Dobbins.*
23.1 Consent of Williams, Mullen, Christian & Dobbins (included in
Exhibit 5).
23.2 Consent of Ernst & Young LLP.*
24 Powers of Attorney (included on Signature Page).*
- --------------
*Filed herewith
Exhibits 5 and 23.1
[WILLIAMS, MULLEN, CHRISTIAN & DOBBINS LETTERHEAD]
February 9, 1998
Board of Directors
Universal Corporation
1501 North Hamilton Street
Richmond, Virginia 23260
Gentlemen:
We have reviewed the registration statement on Form S-3 (the
"Registration Statement") to be filed by Universal Corporation, a Virginia
corporation (the "Company"), with the Securities and Exchange Commission to
effect the registration under the Securities Act of 1933 (the "Act") of 20,000
shares of the Company's Common Stock, no par value, with associated rights to
purchase Series A Junior Participating Preferred Stock (together, the "Shares").
The Shares are to be offered and sold from time to time by the "Selling
Shareholder" named in the Registration Statement. The Shares are to be acquired
by the Selling Shareholder pursuant to the exercise of certain options granted
under the Company's 1989 Executive Stock Plan, as amended (the "Plan").
In this regard, we have examined such instruments, documents and
records of proceedings of the Board of Directors of the Company as we have
deemed necessary or advisable in connection with the opinions set forth herein.
Based upon such examination, we are of the opinion that, upon the
issuance of the Shares to the Selling Shareholder and payment therefor pursuant
to the terms and conditions of the Plan, such Shares will be validly issued,
fully paid and nonassessable. The foregoing opinion is limited to the laws of
the Commonwealth of Virginia and we express no opinion as to the effect of the
laws of any other jurisdiction.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and to the reference to us as counsel to the Company in
the Registration Statement.
Very truly yours,
/s/ Williams, Mullen, Christian & Dobbins
Exhibit 23.2
CONSENT OF ERNST & YOUNG LLP, INDEPENDENT AUDITORS
We consent to the reference to our firm under the caption "Experts" in the
Registration Statement (Form S-3) and related Prospectus of Universal
Corporation for the registration of 20,000 shares of its common stock and to the
incorporation by reference therein of our report dated August 7, 1997, with
respect to the consolidated financial statements of Universal Corporation
included in its Annual Report (Form 10-K) for the year ended June 30, 1997,
filed with the Securities and Exchange Commission.
/s/ ERNST & YOUNG LLP
Richmond, Virginia
February 6, 1998
