SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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Amendment No. 1
to
FORM 8-A
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR 12(g) OF THE
SECURITIES EXCHANGE ACT OF 1934
UNIVERSAL CORPORATION
(Exact Name of Registrant as Specified in Its Charter)
Virginia 54-0414210
(State of Incorporation or Organization) (I.R.S. Employer Identification No.)
1501 North Hamilton Street
Richmond, Virginia 23230
(Address of Principal Executive Offices) (Zip Code)
If this form relates to the registration If this form relates to the
of a class of securities pursuant to registration of a class of
Section 12(b) of the Exchange Act and is securities pursuant to Section 12(g)
effective pursuant to General of the Exchange Act and is effective
Instruction A.(c), please check the pursuant to General Instruction
following box. [ X ] A.(d), please check the following
box. [ ]
Securities Act registration statement file number to which
this form relates: n/a
---
(If applicable)
Securities to be registered pursuant to Section 12(b) of the Act:
Title of Each Class Name of Each Exchange on Which
to be so Registered Each Class is to be Registered
------------------- ------------------------------
Preferred Share Purchase Rights New York Stock Exchange
Securities to be registered pursuant to Section 12(g) of the Act:
none
(Title of Class)
<PAGE>
INFORMATION REQUIRED IN REGISTRATION STATEMENT
Universal Corporation, a Virginia corporation (the "Company"), hereby
amends in its entirety the following items of its registration statement on Form
8-A dated December 22, 1998, and filed with the Securities and Exchange
Commission on December 28, 1998.
Item 1. Description of Registrant's Securities to be Registered.
On December 3, 1998, the Board of Directors of the Company declared a
dividend of one preferred share purchase right (a "Right") for each share of
common stock, without par value (the "Common Shares"), of the Company
outstanding on February 13, 1999 (the "Record Date"). Each Right entitles the
registered holder to purchase from the Company one two-hundredth of a share of
Series A Junior Participating Preferred Stock, without par value (the "Preferred
Shares") of the Company at a price of $110 per one two-hundredth of a Preferred
Share (the "Purchase Price"), subject to adjustment. The description and terms
of the Rights are set forth in a Rights Agreement (the "Rights Agreement"),
dated as of December 3, 1998, between the Company and Wachovia Bank, N.A., as
Rights Agent (the "Rights Agent"), as amended by the First Amendment to the
Rights Agreement (the "First Amendment"), dated as of April 23, 1999, between
the Company, Wachovia Bank, N.A., and Norwest Bank Minnesota, N.A., as successor
Rights Agent.
Until the earlier to occur of (i) 10 days following a public
announcement that a person or group of affiliated or associated persons have
acquired beneficial ownership of 15% or more of the outstanding Common Shares
(an "Acquiring Person") or (ii) 10 business days (or such later date as may be
determined by action of the Board of Directors prior to such time as any such
person or group becomes an Acquiring Person) following the commencement of, or
announcement of an intention to make, a tender offer or exchange offer the
consummation of which would result in the beneficial ownership by a person or
group of 15% or more of the outstanding Common Shares (the earlier of such dates
being the "Distribution Date"), the Rights will be evidenced, with respect to
any of the Common Share certificates outstanding as of the Record Date, by such
Common Share certificate with a copy of a Summary of Rights attached thereto.
The Rights Agreement provides that, until the Distribution Date (or
earlier redemption or expiration of the Rights), the Rights will be transferable
with and only with the Common Shares. Until the Distribution Date (or earlier
redemption or expiration of the Rights), new Common Share certificates issued
after the Record Date upon transfer or new issuance of Common Shares will
contain a legend incorporating the terms of the Rights Agreement by reference.
Notwithstanding the absence of such legend or the existence of an earlier form
of legend, certificates evidencing Common Shares outstanding on or prior to the
Record Date, together with a copy of the Summary of Rights attached thereto,
will also evidence one Right for each Common Share evidenced thereby.
Accordingly, until the Distribution Date (or earlier redemption or expiration of
the Rights), the surrender for transfer of such certificates, even without such
legend or a copy of the Summary of Rights being attached thereto, will also
constitute the transfer of the
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<PAGE>
Rights associated with the Common Shares represented by such certificate. As
soon as practicable following the Distribution Date, separate certificates
evidencing the Rights ("Right Certificates") will be mailed to holders of record
of the Common Shares as of the close of business on the Distribution Date and
such separate Right Certificates alone will evidence the Rights.
The Rights are not exercisable until the Distribution Date. The Rights
will expire on February 13, 2009 (the "Final Expiration Date"), unless the Final
Expiration Date is extended or unless the Rights are earlier redeemed or
exchanged by the Company, in each case, as described below.
The Purchase Price payable, and the number of Preferred Shares or other
securities or property issuable, upon exercise of the Rights are subject to
adjustment from time to time to prevent dilution (i) in the event of a stock
dividend on, or a subdivision, combination or reclassification of, the Preferred
Shares, (ii) upon the grant to holders of the Preferred Shares of certain rights
or warrants to subscribe for or purchase Preferred Shares at a price, or
securities convertible into Preferred Shares with a conversion price, less than
the then-current market price of the Preferred Shares or (iii) upon the
distribution to holders of the Preferred Shares of evidences of indebtedness or
assets (excluding regular periodic cash dividends paid out of earnings or
retained earnings or dividends payable in Preferred Shares) or of subscription
rights or warrants (other than those referred to above).
The number of outstanding Rights and the number of one two-hundredths
of a Preferred Share issuable upon exercise of each Right are also subject to
adjustment in the event of a stock split of the Common Shares or a stock
dividend on the Common Shares payable in Common Shares or subdivisions,
consolidations or combinations of the Common Shares occurring, in any such case,
prior to the Distribution Date.
Preferred Shares purchasable upon exercise of the Rights will not be
redeemable. Each Preferred Share will be entitled to a minimum preferential
quarterly dividend payment of $1 per share but will be entitled to an aggregate
dividend equal to 200 times the dividend declared per Common Share. In the event
of liquidation, the holders of the Preferred Shares will be entitled to a
minimum preferential liquidation payment of $100 per share but will be entitled
to an aggregate payment equal to 200 times the payment made per Common Share.
Each Preferred Share will have 200 votes, voting together with the Common
Shares. Finally, in the event of any merger, consolidation or other transaction
in which Common Shares are exchanged, each Preferred Share will be entitled to
receive an amount equal to 200 times the amount received per Common Share. These
rights are protected by customary antidilution provisions.
Because of the nature of the Preferred Shares' dividend, liquidation
and voting rights, the value of the one two-hundredths interest in a Preferred
Share purchasable upon exercise of each Right should approximate the value of
one Common Share.
In the event that the Company is acquired in a merger or other business
combination transaction or 50% or more of its consolidated assets or earning
power are sold after a person or
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<PAGE>
group has become an Acquiring Person, proper provision will be made so that each
holder of a Right will thereafter have the right to receive, upon the exercise
thereof at the then current exercise price of the Right, that number of shares
of common stock of the acquiring company that at the time of such transaction
will have a market value of two times the exercise price of the Right. In the
event that any person or group of affiliated or associated persons becomes an
Acquiring Person, proper provision shall be made so that each holder of a Right,
other than Rights beneficially owned by the Acquiring Person (which will
thereafter be void), will thereafter have the right to receive, upon exercise
thereof at the then current exercise price of the Right, that number of Common
Shares (or Preferred Shares) having a market value of two times the exercise
price of the Right.
At any time after any person or group or affiliated or associated
persons becomes an Acquiring Person and prior to the acquisition by such person
or group of 50% or more of the outstanding Common Shares, the Board of Directors
of the Company may exchange the Rights (other than Rights owned by such person
or group that will have become void), in whole or in part, at an exchange ratio
of one Common Share, or one two-hundredth of a Preferred Share (or of a share of
a class or series of the Company's preferred stock having equivalent rights,
preferences and privileges), per Right (subject to adjustment).
With certain exceptions, no adjustment in the Purchase Price will be
required until cumulative adjustments require an adjustment of at least 1% in
such Purchase Price. No fractional Preferred Shares will be issued (other than
fractions that are integral multiples of one two-hundredth of a Preferred Share,
which may, at the election of the Company, be evidenced by depositary receipts)
and, in lieu thereof, an adjustment in cash will be made based on the market
price of the Preferred Shares on the last trading day prior to the date of
exercise.
At any time prior to the time that any person or group of affiliated or
associated persons becomes an acquiring person, the Board of Directors of the
Company may redeem the Rights in whole, but not in part, at a price of $.01 per
Right (the "Redemption Price"), subject to adjustment. The redemption of the
Rights may be made effective at such time, on such basis and with such
conditions as the Board of Directors of the Company in its sole discretion may
establish. Immediately upon any redemption of the Rights, the right to exercise
the Rights will terminate, and the only right of the holders of Rights will be
to receive the Redemption Price.
The terms of the Rights may be amended by the Board of Directors of the
Company without the consent of the holders of the Rights, including an amendment
to lower certain thresholds described above to not less than the greater of (i)
the sum of .001% and the largest percentage of the outstanding Common Shares
then known by the Company to be beneficially owned by any person or group of
affiliated or associated persons and (ii) 10%, except that from and after such
time as any person or group of affiliated or associated persons becomes an
Acquiring Person, no such amendment may adversely affect the interests of the
holders of the Rights.
Until a Right is exercised, the holder thereof, as such, will have no
rights as a shareholder of the Company, including, without limitation, the right
to vote or to receive dividends.
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<PAGE>
The Rights have certain anti-takeover effects. The Rights will cause
substantial dilution to a person or group that attempts to acquire the Company
on terms not approved by the Company's Board of Directors, except pursuant to an
offer conditioned on a substantial number of Rights being acquired. The Rights
should not interfere with any merger or other business combination approved by
the Board of Directors because the Rights may be redeemed by the Company at the
Redemption Price prior to the time that a person or group has acquired
beneficial ownership of 15% or more of the Common Shares.
The Rights Agreement is hereby incorporated by reference to Exhibit 4.1
to the Current Report on Form 8-K dated December 3, 1998 and filed with the
Securities and Exchange Commission on December 22, 1998, and the First Amendment
is hereby incorporated by reference to Exhibit 4.1 to the Current Report on Form
8-K dated April 23, 1999 and filed with the Securities and Exchange Commission
on May 5, 1999. The foregoing description of the Rights is qualified in its
entirety by reference to such exhibits.
Item 2. Exhibits.
Number Description
4.1 Amended and Restated Articles of Incorporation.*
4.2 Bylaws (incorporated herein by reference to the Company's
Quarterly Report on Form 10-Q for the quarter ended March 31,
1996, File No. 1- 652).
4.3 Specimen Common Stock Certificate.
4.4 Agreement, dated as of December 3, 1998, between the Company
and Wachovia Bank, N.A., as Rights Agent (incorporated herein
by reference to the Company's Current Report on Form 8-K,
dated December 3, 1998, File No. 1-652).
4.5 First Amendment to the Rights Agreement, dated as of April
23, 1999, between the Company, Wachovia Bank, N.A., as Rights
Agent, and Norwest Bank Minnesota, N.A., as Successor Rights
Agent (incorporated herein by reference to the Company's
Current Report on Form 8-K, dated April 23, 1999, File No.
1-652).
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*Filed Previously
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<PAGE>
SIGNATURES
Pursuant to the requirements of Section 12 of the Securities Exchange
Act of 1934, as amended, the registrant has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized.
UNIVERSAL CORPORATION
(Registrant)
Date: May 7, 1999 By: /s/ James M. White, III
-------------------------------------
James M. White, III
Vice President, General Counsel
and Secretary
<PAGE>
Exhibit Index
Number Description
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4.1 Amended and Restated Articles of Incorporation.*
4.2 Bylaws (incorporated herein by reference to the Company's
Quarterly Report on Form 10-Q for the quarter ended March
31, 1996, File No. 1- 652).
4.3 Specimen Common Stock Certificate.
4.4 Agreement, dated as of December 3, 1998, between the
Company and Wachovia Bank, N.A., as Rights Agent
(incorporated herein by reference to the Company's Current
Report on Form 8-K, dated December 3, 1998, File No.
1-652).
4.5 First Amendment to the Rights Agreement, dated as of April
23, 1999, between the Company, Wachovia Bank, N.A., as
Rights Agent, and Norwest Bank Minnesota, N.A., as
Successor Rights Agent (incorporated herein by reference
to the Company's Current Report on Form 8-K, dated April
23, 1999, File No. 1-652).
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*Filed Previously
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Exhibit 4.3
[FRONT OF STOCK CERTIFICATE]
COMMON COMMON
THIS CERTIFICATE IS TRANSFERABLE
IN MINNEAPOLIS, MINNESOTA
OR NEW YORK, NEW YORK
INCORPORATED UNDER THE LAWS
OF THE COMMONWEALTH OF VIRGINIA
CUSIP 913456 10 9
SEE REVERSE FOR CERTAIN DEFINITIONS
UNIVERSAL CORPORATION
This certifies that
is the owner of
FULLY PAID AND NON-ASSESSABLE SHARES OF THE COMMON CAPITAL STOCK OF
Universal Corporation (hereinafter called "the Company") transferable on the
books of the Company in person or by duly authorized attorney upon surrender of
this certificate properly endorsed. This certificate and the shares represented
hereby are subject to all of the terms, conditions, and limitations of the
Articles of Incorporation of the Company and all amendments thereto. This
certificate is not valid until countersigned by the Transfer Agent and
registered by the Registrar.
In Witness Whereof, the Company has caused this certificate to be
sealed with a facsimile of its corporate seal and to be signed by its duly
authorized officers.
Dated:
COUNTERSIGNED AND REGISTERED: /S/ Henry H. Harrell
NORWEST BANK MINNESOTA, NA. CHAIRMAN AND
CHIEF EXECUTIVE OFFICER
TRANSFER AGENT
AND REGISTRAR
/S/ J. M. White, III
BY /s/ SECRETARY
AUTHORIZED SIGNATURE
[SEAL]
<PAGE>
[BACK OF STOCK CERTIFICATE]
UNIVERSAL CORPORATION
THE COMPANY WILL FURNISH TO ANY SHAREHOLDER UPON REQUEST, AND WITHOUT
CHARGE, A FULL STATEMENT OF THE DESIGNATIONS, PREFERENCES, LIMITATIONS, AND
RELATIVE RIGHTS OF EACH CLASS OF STOCK WHICH THE COMPANY IS AUTHORIZED TO ISSUE.
REQUESTS MAY BE DIRECTED TO UNIVERSAL CORPORATION, 1501 NORTH HAMILTON STREET,
RICHMOND, VIRGINIA 23230.
The following abbreviations, when used in the inscription on the face
of this certificate, shall be construed as though they were written out in full
according to applicable laws or regulations:
TEN COM - as tenants in common UNIF GIFT MIN ACT -.....Custodian......
(Cust) (Minor)
TEN ENT - as tenants by the entireties under Uniform Gifts to Minors
Act.............................
JT TEN - as joint tenants with right of (State)
survivorship and not as tenants
in common
Additional abbreviations may also be used though not in the above list.
For value received, __________________ hereby sell, assign and transfer unto
PLEASE INSERT SOCIAL SECURITY OR OTHER
IDENTIFYING NUMBER OF ASSIGNEE
____________________________________
| |
|____________________________________|__________________________________________
________________________________________________________________________________
PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS INCLUDING POSTAL ZIP CODE OF ASSIGNEE
________________________________________________________________________________
__________________________________________________________________________Shares
of the Capital Stock represented by the within Certificate, and do hereby
irrevocably constitute and appoint______________________________________________
________________________________________________________________________________
Attorney to transfer the said stock on the books of the within named Company
with full power of substitution in the premises.
Dated_____________________
___________________________________________
In Presence of
Signature(s) Guaranteed:
______________________________
THE SIGNATURE(S) SHOULD BE GUARANTEED BY AN ELIGIBLE GUARANTOR INSTITUTION. AS
DEFINED IN RULE 17Ad-15 UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED.
This certificate also evidences and entitles the holder hereof to
certain rights as set forth in an Agreement between Universal Corporation and
Wachovia Bank, N.A., dated as of December 3, 1998, as it may be amended from
time to time (the "Agreement"), the terms of which are hereby incorporated
herein by reference and a copy of which is on file at the principal executive
offices of Universal Corporation. Under certain circumstances, as set forth in
the Agreement, such Rights (as defined in the Agreement) will be evidenced by
separate certificates and will no longer be evidenced by this certificate.
Universal Corporation will mail to the holder of this certificate a copy of the
Agreement without charge after receipt of a written request therefor. As set
forth in the Agreement, Rights beneficially owned by any Person (as defined in
the Agreement) who becomes an Acquiring Person (as defined in the Agreement)
become null and void.
KEEP THIS CERTIFICATE IN A SAFE PLACE. IF IT IS LOST, STOLEN, MUTILATED OR
DESTROYED, THE CORPORATION WILL REQUIRE A BOND OF INDEMNITY AS A CONDITION TO
THE ISSUANCE OF A REPLACEMENT CERTIFICATE.
