SCHEDULE 14A
(Rule 14a-101)
Information Required in Proxy Statement
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934
(Amendment No. )
Filed by the Registrant [ X ]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
<TABLE>
<CAPTION>
<S> <C>
[ ] Preliminary Proxy Statement [ ] Confidential, For Use of the Commission
Only (as permitted by Rule 14a-6(e)(2))
[ X ] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Rule 14a-11(c) or
Rule 14a-12
</TABLE>
UNIVERSAL CORPORATION
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(Name of Registrant as Specified in Its Charter)
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(Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[ X ] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
(1) Title of each class of securities to which transaction applies:
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(2) Aggregate number of securities to which transaction applies:
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(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (set forth the amount on
which the filing fee is calculated and state how it was
determined):
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(4) Proposed maximum aggregate value of transaction:
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(5) Total fee paid:
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[ ] Fee paid previously with preliminary materials.
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[ ] Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee
was paid previously. Identify the previous filing by registration
statement number, or the form or schedule and the date of its filing.
(1) Amount previously paid:
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(2) Form, Schedule or Registration Statement no.:
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(3) Filing Party:
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(4) Date Filed:
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<PAGE>
[UNIVERSAL CORPORATION LOGO]
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ANNUAL MEETING OF SHAREHOLDERS
--------------
September 22, 2000
Dear Shareholder:
You are cordially invited to attend the 2000 Annual Meeting of
Shareholders of Universal Corporation, which is to be held in the Company's
Headquarters Building located at 1501 North Hamilton Street, Richmond, Virginia,
on Tuesday, October 24, 2000, commencing at 2:00 p.m. At the meeting, you will
be asked to elect four Directors to serve three-year terms and one Director to
serve a two-year term.
Whether or not you plan to attend the meeting, it is important that
your shares be represented and voted at the meeting. You can vote by signing,
dating and returning the enclosed proxy card or voting instruction. Also,
registered shareholders and participants in plans holding shares of the
Company's Common Stock may vote by telephone or over the Internet. Instructions
for using these convenient services are set forth on the proxy card or voting
instruction. Beneficial owners of shares held in street name should follow the
enclosed instructions for voting their shares. I hope you will be able to attend
the meeting, but even if you cannot, please vote your shares as soon as you can.
Sincerely,
/s/ Henry H. Harrell
HENRY H. HARRELL
Chairman and Chief
Executive Officer
<PAGE>
Universal Corporation
P.O. Box 25099
Richmond, Virginia 23260
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
The Annual Meeting of Shareholders of Universal Corporation (the
"Company") will be held in the Company's Headquarters Building located at 1501
North Hamilton Street, Richmond, Virginia, on Tuesday, October 24, 2000, at 2:00
p.m., for the following purposes:
(1) To elect four Directors to serve three-year terms and one Director to
serve a two-year term; and
(2) To act upon such other matters as may properly come before the meeting
or any adjournments thereof.
Only holders of record of shares of the Company's Common Stock at the
close of business on September 5, 2000, shall be entitled to vote at the
meeting.
By Order of the Board of Directors,
James M. White, III
Secretary
September 22, 2000
<PAGE>
PROXY STATEMENT
The enclosed proxy is solicited by the Board of Directors of the
Company. A shareholder may revoke the proxy at any time prior to its use, but
proxies properly executed and received by the Secretary prior to the Annual
Meeting, and not revoked, will be voted in accordance with the terms thereof.
Shareholders and participants in plans holding shares of the Company's Common
Stock are urged to complete, sign and date the enclosed proxy or voting
instruction and return it as promptly as possible in the postage-paid envelope
enclosed for that purpose. Registered shareholders and plan participants can
also deliver proxies and voting instructions by calling a toll-free telephone
number or by using the Internet. The telephone and Internet voting procedures
are designed to authenticate shareholders' and plan participants' identities, to
allow shareholders and plan participants to give their voting instructions and
to confirm that such instructions have been recorded properly. Instructions for
voting by telephone or over the Internet are set forth on the enclosed proxy
card or voting instruction. If your shares are held in street name with your
bank or broker, please follow the instructions found on the voting instruction
card enclosed with this Proxy Statement.
The Company will pay all of the costs associated with the proxy
solicitation. Proxies are being solicited by mail and may also be solicited in
person or by telephone, telefacsimile or other means of electronic transmission
by Directors, officers and employees of the Company. The Company will reimburse
banks, brokerage firms, and other custodians, nominees and fiduciaries for their
reasonable expenses in forwarding proxy materials to the beneficial owners of
the shares of the Company's Common Stock. It is contemplated that additional
solicitation of proxies will be made by D. F. King & Co., Inc., 77 Water Street,
New York, New York 10005, at an anticipated cost to the Company of approximately
$4,500, plus reimbursement of out-of-pocket expenses.
This Proxy Statement will be mailed to registered holders of the
Company's Common Stock on or about September 22, 2000.
VOTING RIGHTS
The Company had outstanding, as of September 5, 2000, 28,100,493 shares
of Common Stock, each of which is entitled to one vote. A majority of the shares
entitled to vote, represented in person or by proxy, will constitute a quorum
for the transaction of business at the Annual Meeting. Only shareholders of
record at the close of business on September 5, 2000, will be entitled to vote.
The Company is not aware of any matters that are to come before the
meeting other than those described in this Proxy Statement. However, if other
matters do properly come before the meeting, it is the intention of the persons
named in the enclosed proxy card to exercise the discretionary authority
conferred by the proxy to vote such proxy in accordance with their best
judgment.
ELECTION OF DIRECTORS
Four Directors are to be elected at the 2000 Annual Meeting for terms
of three years and one Director is to be elected for a term of two years. Seven
other Directors have been elected to terms expiring in 2002 or 2001, as
indicated below. The following pages set forth certain information for each
nominee and each incumbent Director as of June 30, 2000. All of the nominees and
incumbent Directors listed below were previously elected Directors by the
shareholders except Walter A. Stosch and Eugene P. Trani, who were elected by
the Board on February 11, 2000, and Eddie N. Moore, Jr., who was elected by the
Board on February 25, 2000. Lawrence S. Eagleburger, a Director from 1993 to
2000, has reached retirement age and will not stand for reelection.
<PAGE>
The election of each nominee for Director requires the affirmative vote
of the holders of a plurality of the shares of Common Stock cast in the election
of Directors. Votes that are withheld and shares held in street name ("Broker
Shares") that are not voted in the election of Directors will not be included in
determining the number of votes cast. Unless otherwise specified in the
accompanying form of proxy, it is intended that votes will be cast for the
election of all of the nominees as Directors. If, at the time of the Annual
Meeting, any nominee should be unavailable to serve as a Director, it is
intended that votes will be cast, pursuant to the enclosed proxy, for such
substitute nominee as may be nominated by the Board of Directors, or the Board
of Directors may reduce the number of Directors. Each nominee has consented to
being named in the Proxy Statement and to serve if elected.
Nominees for Election for Terms Expiring in 2003
JOSEPH C. FARRELL, 64, retired as Chairman, President and Chief
Executive Officer of The Pittston Company (coal, mineral products,
transportation and security services) on March 1, 1998. He is a Director of ASA
Limited. Mr. Farrell is a member of the Audit Committee, the Finance Committee
and the Pension Investment Committee. He has been a Director since 1996.
HENRY H. HARRELL, 61, is Chairman and Chief Executive Officer of the
Company and of Universal Leaf Tobacco Company, Incorporated ("Universal Leaf"),
a subsidiary of the Company, positions he has held for more than five years. He
is Chairman of the Executive Committee and a member of the Finance Committee.
Mr. Harrell has been a Director since 1984.
WALTER A. STOSCH, 65, is a principal in the accounting firm of Stosch,
Dacey & George PC, a position he has held for more than five years. He is a
member of the Audit Committee and has been a Director since February 11, 2000.
EUGENE P. TRANI, 61, is President of Virginia Commonwealth University,
a position he has held for more than five years. He is a Director of LandAmerica
Financial Group, Inc. and Heilig-Meyers Company. Dr. Trani is a member of the
Finance Committee and has been a Director since February 11, 2000.
Nominee for Election for Term Expiring in 2002
EDDIE N. MOORE, JR., 54, is President of Virginia State University, a
position he has held for more than five years. He is a member of the Pension
Investment Committee and has been a Director since February 25, 2000.
The Board of Directors recommends that the shareholders vote for the
nominees set forth above.
2
<PAGE>
Incumbent Directors Whose Terms Expire in 2002
WILLIAM W. BERRY, 68, is an independent consultant, a position he has
held since his retirement as Chairman of the Board of Directors of Dominion
Resources, Inc. (public utility holding company) on December 30, 1992. Since
June 1997, he has served as Chairman of the Board of New England Independent
System Operator (regional manager of electric bulk power generation,
transmission and markets). Mr. Berry is a Director of Ethyl Corporation. He is
Chairman of the Executive Compensation Committee and a member of the Executive
Committee and the Pension Investment Committee. Mr. Berry has been a Director
since 1986.
RONALD E. CARRIER, 68, is Chancellor of James Madison University. Prior
to September 11, 1998, he was President of James Madison University, a position
he held for more than five years. Dr. Carrier is Chairman of the Audit Committee
and a member of the Executive Compensation Committee. He has been a Director
since 1979.
HUBERT R. STALLARD, 63, retired as President and Chief Executive
Officer of Bell Atlantic-Virginia, Inc. (telecommunications) on February 29,
2000. He is a Director of Trigon Healthcare, Inc. Mr. Stallard is Chairman of
the Pension Investment Committee and a member of the Audit Committee. He has
been a Director since 1991.
Incumbent Directors Whose Terms Expire in 2001
CHARLES H. FOSTER, JR., 57, is Chairman and Chief Executive Officer of
LandAmerica Financial Group, Inc. (title insurance holding company) and of
Lawyers Title Insurance Corporation, positions he has held for more than five
years. He is a Director of LandAmerica Financial Group, Inc. Mr. Foster is a
member of the Finance Committee and the Pension Investment Committee. He has
been a Director since 1995.
RICHARD G. HOLDER, 69, retired as Chairman of the Board and Chief
Executive Officer of Reynolds Metals Company on October 1, 1996. He is a
Director of Corn Products International, Inc. and Bestfoods. Mr. Holder is a
member of the Executive Committee and the Executive Compensation Committee and
has been a Director since 1992.
ALLEN B. KING, 54, is President and Chief Operating Officer of the
Company and of Universal Leaf, positions he has held for more than five years.
He is Chairman of the Finance Committee and a member of the Executive Committee.
Mr. King has been a Director since 1989.
JEREMIAH J. SHEEHAN, 61, retired as Chairman of the Board and Chief
Executive Officer of Reynolds Metals Company (aluminum and other products) on
May 4, 2000. From 1994 to October 1996, he was President and Chief Operating
Officer of Reynolds Metals Company. Mr. Sheehan is a Director of International
Paper Company. He is a member of the Audit Committee and the Finance Committee
and has been a Director since 1998.
3
<PAGE>
STOCK OWNERSHIP
Principal Shareholders
The following table sets forth certain information with respect to the
beneficial ownership of shares of the Company's Common Stock by each person or
group known by the Company to beneficially own more than 5% of the outstanding
shares of such stock.
Name of Beneficial Owner Number of Shares Percent of Class 1
------------------------ ---------------- ------------------
Dreman Value Management, L.L.C. 3,048,035 2 10.71%
10 Exchange Place, Suite 2150
Jersey City, NJ 07302-3913
Scudder Kemper Investments, Inc. 2,652,838 3 9.32%
345 Park Avenue
New York, NY 10154
Barclays Global Investors, N.A. 1,828,644 4 6.43%
Barclays Global Fund Advisors
45 Fremont Street
San Francisco, CA 94105
Barclays Bank PLC
54 Lombard Street
London, England EC3P 3AH
Barclays Funds Limited
Gredley House, 11 The Broadway
Stratford, England E15 4BJ
Barclays Global Investors, LTD
Murray House, 1 Royal Mint Court
London, England EC3 NHH
Ross Financial Corporation 1,725,800 5 6.06%
P.O. Box 31363-SMB
Grand Cayman, Cayman Islands, B.W.I.
W.A. Dart Foundation
500 Hogsback Road
Mason, MI 48854
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1 The percents shown in the table are based on the number of shares of
Common Stock outstanding on June 30, 2000.
2 The number of shares shown in the table is the total number of shares
reported in a Schedule 13G filed by Dreman Value Management, L.L.C. with the
Securities and Exchange Commission on February 14, 2000. The Company has
determined that 2,598,200 of the shares are also included in the number of
shares shown in the table as beneficially owned by Scudder Kemper Investments,
Inc.
4
<PAGE>
3 The number of shares shown in the table is the total number of shares
reported in a Schedule 13G filed by Scudder Kemper Investments, Inc. with the
Securities and Exchange Commission on January 28, 2000. The Company has
determined that 2,598,200 of the shares are also included in the number of
shares shown in the table as beneficially owned by Dreman Value Management,
L.L.C.
4 The number of shares shown in the table is the total number of shares
reported in a Schedule 13G filed jointly by Barclays Global Investors, N.A.,
Barclays Global Fund Advisors, Barclays Bank PLC, Barclays Funds Limited and
Barclays Global Investors, LTD with the Securities and Exchange Commission on
February 14, 2000. According to the Schedule 13G, (i) Barclays Global Investors,
N.A. has sole power to vote 1,621,132 of the shares and sole power to dispose of
1,737,432 of the shares, (ii) Barclays Global Fund Advisors has sole power to
vote and to dispose of 73,312 of the shares, (iii) Barclays Bank PLC has sole
power to vote and to dispose of 5,300 of the shares, (iv) Barclays Funds Limited
has sole power to vote and to dispose of 3,800 of the shares and (v) Barclays
Global Investors, LTD has sole power to vote and to dispose of 8,800 of the
shares.
5 The number of shares shown in the table is the total number of shares
reported in a Schedule 13G filed jointly by Ross Financial Corporation and W.A.
Dart Foundation with the Securities and Exchange Commission on July 9, 1999.
According to the Schedule 13G, Ross Financial Corporation has sole power to vote
and to dispose of 1,368,500 of the shares and W.A. Dart Foundation has sole
power to vote and to dispose of 357,300 of the shares.
Directors and Executive Officers
The following table sets forth certain information with respect to the
beneficial ownership of shares of the Company's Common Stock by (i) each
Director or nominee, (ii) each executive officer listed in the Summary
Compensation Table (the "Named Executive Officers") and (iii) all Directors and
executive officers as a group.
Name of Beneficial Owner Number of Shares 1,2,3 Percent of Class
------------------------ ---------------------- ----------------
William W. Berry 10,079 *
Ronald E. Carrier 11,400 *
Lawrence S. Eagleburger 8,200 *
Joseph C. Farrell 20,100 *
Charles H. Foster, Jr. 8,500 *
Henry H. Harrell 179,304 *
Richard G. Holder 9,100 *
Allen B. King 117,600 *
Eddie N. Moore, Jr. 0 *
Hartwell H. Roper 78,696 *
Jeremiah J. Sheehan 4,462 *
Hubert R. Stallard 9,665 *
Walter A. Stosch 1,000 *
William L. Taylor 65,472 *
Eugene P. Trani 1,000 *
Jack M.M. van de Winkel 17,500 *
All Directors and executive officers
as a group (17 persons) 566,352 1.99%
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5
<PAGE>
* Percentage of ownership is less than 1% of the outstanding shares of
Common Stock of the Company.
1 Except as otherwise noted, the number of shares of Common Stock of the
Company shown in the table is as of June 30, 2000.
2 The number of shares of Common Stock of the Company shown in the table
does not include shares that certain officers of the Company may acquire upon
the exercise of stock options that, except under extraordinary circumstances,
are automatically exercisable at not less than six month intervals when at least
a minimum stock price appreciation has occurred.
3 The number of shares of Common Stock of the Company shown in the table
includes 148,099 shares held for certain Directors and executive officers in the
Employees' Stock Purchase Plan of Universal Leaf and 58,000 shares that certain
Directors and executive officers of the Company have the right to acquire
through the exercise of stock options within 60 days following June 30, 2000.
The number of shares also includes 1,250 shares that are jointly or solely held
by minor children or other children living at home or held in fiduciary
capacities. Such shares may be deemed to be beneficially owned by the rules of
the Securities and Exchange Commission but inclusion of the shares in the table
does not constitute admission of beneficial ownership.
The Employees' Stock Purchase Plan of Universal Leaf held 1,297,497
shares or 4.56% of the shares of Common Stock outstanding on June 30, 2000. Each
participant in the plan has the right to instruct The Bank of New York, trustee
for the plan, with respect to the voting of shares allocated to his or her
account. The trustee, however, will vote any shares for which it receives no
instructions in the same proportion as those shares for which it has received
instructions.
Section 16(a) Beneficial Ownership Reporting Compliance
The Company's Directors and executive officers are required under
Section 16(a) of the Securities Exchange Act of 1934, as amended, to file
reports of ownership and changes in ownership of Common Stock of the Company
with the Securities and Exchange Commission and the New York Stock Exchange.
Copies of those reports must also be furnished to the Company.
Based solely on a review of the copies of reports furnished to the
Company and the written representations of its Directors and executive officers,
the Company believes that during the preceding fiscal year all filing
requirements applicable to Directors and executive officers were satisfied.
COMMITTEES
The standing committees of the Board of Directors are the Executive
Committee, the Finance Committee, the Audit Committee, the Pension Investment
Committee and the Executive Compensation Committee. There is no nominating
committee. The Executive Committee has the authority to act for the Board of
Directors on most matters during the intervals between Board meetings. The
Finance Committee has the responsibility of establishing the financial policies
of the Company and its subsidiaries. The responsibilities of the Audit Committee
include the review of the scope and the results of the work of the independent
public accountants and internal auditors, the review of the adequacy of internal
accounting controls and the recommendation to the Board of Directors as to the
selection of independent public accountants. The Pension Investment Committee
establishes the pension investment policies, selects investment advisors and
monitors the performance of pension investments of the Company and its U.S.
subsidiaries. After receiving recommendations from the Chief Executive Officer,
the Executive Compensation Committee fixes the compensation of officers and
makes awards under the Company's incentive compensation plans.
6
<PAGE>
During the fiscal year ended June 30, 2000, there were five meetings of
the Board of Directors, seven meetings of the Executive Committee, two meetings
of the Finance Committee, five meetings of the Audit Committee, four meetings of
the Pension Investment Committee and four meetings of the Executive Compensation
Committee. All Directors attended 75% or more of the total number of meetings of
the Board of Directors and all committees of the Board on which they served.
DIRECTORS' COMPENSATION
Each Director who is not an officer of the Company receives an annual
retainer of $20,000, a fee of $1,200 for each Board meeting attended and a fee
of $1,200 for each committee meeting attended.
The Outside Directors' 1994 Deferred Income Plan (the "Directors' DIP")
permits a non-employee Director to defer all or a portion of his compensation.
Deferred amounts are deemed hypothetically invested as designated by the
Director in certain investment options offered by the Company. In 1998, the
Directors' DIP was amended to add a Deferred Stock Unit Fund to the investment
options available under the plan. Each Deferred Stock Unit represents a
hypothetical share of the Company's Common Stock and fluctuates in value with
the market price of the stock. The portion of a Director's Deferral Account
which is invested in the Deferred Stock Unit Fund is increased by the number of
Deferred Stock Units which could be purchased with Common Stock dividends paid
by the Company. With respect to investment options other than the Deferred Stock
Unit Fund, the Company may, but is not required to, invest the deferred amounts
in a Company-owned life insurance product with parallel investment options.
Subject to certain restrictions, the Director may elect at the time of deferral
to take cash distributions, in whole or in part, from his Deferral Account
either prior to or following termination of service.
Pursuant to the Restricted Stock Plan for Non-Employee Directors and
the 1997 Executive Stock Plan, each non-employee Director is awarded 700 shares
of restricted Common Stock of the Company annually following the Annual Meeting
of Shareholders. No Director may receive in the aggregate more than 2,100 shares
of restricted Common Stock under these plans. The restrictions lapse in the
event the Director becomes disabled, dies, is not nominated for reelection or is
not reelected. The number of shares issued to non-employee Directors will be
adjusted for stock dividends, stock splits and certain other corporate events
that may occur in the future.
Under the 1994 Stock Option Plan for Non-Employee Directors (the
"Directors' Option Plan"), each non-employee Director receives an option to
purchase 1,000 shares of Common Stock of the Company on the first business day
following the Annual Meeting of Shareholders. The exercise price of all options
granted under the Directors' Option Plan is the fair market value of the Common
Stock on the date of grant. All of the options become exercisable six months
after the date of grant and expire ten years from the date of grant. Shorter
expiration periods may apply in the event an optionee dies, becomes disabled or
resigns from or does not stand for reelection to the Board. A total of 100,000
shares of Common Stock of the Company is authorized for issuance under the
Directors' Option Plan, and the number of shares authorized and issued under the
Plan will be adjusted for stock dividends, stock splits and certain other
corporate events that may occur in the future.
7
<PAGE>
As part of its overall program of charitable giving, the Company offers
the Directors participation in a Directors' Charitable Contribution Program. The
Program is funded by life insurance policies purchased by the Company on the
Directors. The Directors derive no financial or tax benefits from the Program,
because all insurance proceeds and charitable tax deductions accrue solely to
the Company. However, the Company will donate up to $1,000,000 to one or more
qualifying charitable organizations recommended by that Director. The
donation(s) will be made by the Company in ten equal annual installments, with
the first installment to be made at the later of the Director's retirement from
the Board or age 70; the remaining nine installments will be paid annually
beginning immediately after the Director's death.
Each Director is also eligible to participate in a Directors' Matching
Gifts Program in which the Company matches Directors' contributions to
charities. The maximum amount which can be matched in any fiscal year is $5,000
per Director.
REPORT OF EXECUTIVE COMPENSATION COMMITTEE
The Company's executive compensation and benefits program is
administered by the Executive Compensation Committee (the "Committee"), which is
composed entirely of non-employee Directors. The goal of the program is to
attract, motivate, reward and retain the management talent required to achieve
the Company's business objectives, at compensation levels that are fair and
equitable and competitive with those of comparable companies. This goal is
furthered by the Committee's policy of linking compensation to individual and
corporate performance and by encouraging significant stock ownership by senior
management in order to align the financial interests of management with those of
the shareholders.
The three main components of the Company's executive compensation
program are base salary, annual cash awards under incentive compensation plans
adopted by the Company and its principal subsidiaries and equity participation
usually in the form of stock option grants and eligibility to participate in the
Employees' Stock Purchase Plan of Universal Leaf. Each year the Committee
reviews the total compensation package of executive officers to ensure they meet
the goals of the program. As a part of this review, the Committee considers
corporate performance information, compensation survey data, the advice of
consultants and the recommendations of management.
Base Salary. Base salaries for executive officers are reviewed annually
to determine whether adjustments may be necessary. Factors considered by the
Committee in determining base salaries for executive officers include personal
performance of the executive in light of individual levels of responsibility,
the overall performance and profitability of the Company during the preceding
year, economic trends that may be affecting the Company, and the competitiveness
of the executive's salary with the salaries of executives in comparable
positions at companies of comparable size or operational characteristics. Each
factor is weighed by the Committee in a subjective analysis of the appropriate
level of compensation for that executive. For purposes of assessing the
competitiveness of salaries, the Committee reviews compensation data from
national surveys and selected groups of companies with similar size or
operational characteristics to determine ranges of total compensation and the
individual components of such compensation. Such compensation data indicates
that the Company's salary levels are below the median of such data when compared
to executive positions of similar scope and responsibility.
8
<PAGE>
Mr. Harrell became the Chief Executive Officer of the Company in 1988
and Chairman of the Board of Directors in 1991 and has 34 years experience with
the Company. For the fiscal year beginning July 1, 2000, Mr. Harrell's base
salary was increased approximately 4% after a thorough review and evaluation by
the Committee of the competitiveness of Mr. Harrell's salary and total cash
compensation to those of other chief executive officers of comparable companies.
Annual Cash Incentives. The Company and its principal subsidiaries have
incentive compensation plans under which key management employees may receive
annual cash incentive awards which vary from year to year based upon corporate,
business unit and individual performance. Pursuant to the Company's Executive
Officer Annual Incentive Plan approved by the shareholders at the 1999 Annual
Meeting, for the 2000 fiscal year, with respect to the Named Executive Officers
based in the United States, the bonus awards were based 50% on the generation of
economic profit, which is defined as consolidated earnings before interest and
taxes after certain adjustments minus a capital charge equal to the weighted
average cost of capital times average funds employed, and 50% on the generation
of earnings per share, adjusted to exclude extraordinary gains and losses and
bonus accruals under the plan. Mr. Harrell's cash incentive award for the 2000
fiscal year was approximately 2% more than the award he received in 1999. Mr.
Harrell's 2000 award was determined by the Committee after consideration of the
generation of significant economic profit during fiscal year 2000, the 6.6%
increase in adjusted earnings per share, the Company's continued strong earnings
from continuing operations in a difficult operating environment, the Committee's
assessment of Mr. Harrell's individual contributions to corporate performance
and a review of total cash compensation paid to chief executive officers of
comparable companies.
Equity Participation. The Committee administers the Company's 1989 and
1997 Executive Stock Plans, under which it has granted to key executive
employees options to purchase shares of the Company's Common Stock based upon a
determination of competitive aggregate compensation levels. The primary
objective of issuing stock options is to encourage significant investment in
stock ownership by management and to provide long-term financial rewards linked
directly to market performance of the Company's stock. The Committee believes
that significant ownership of stock by senior management is the best way to
align the interests of management and the shareholders, and the Company's stock
incentive program is effectively designed to further this objective.
In the 2000 fiscal year, the Committee granted 647,000 stock options to
11 key employees under the Career Equity Ownership Program (the "CEO Program")
instituted during the 1992 fiscal year to promote an increase in the equity
interest of such executives through systematic option exercises and the
retention of shares. The CEO Program requires each participant to make an
investment in the Company by contributing to the program currently owned shares
equal to at least 10% of the number of shares subject to the initial options
granted to the participant under the program. Option exercises occur
automatically at not less than six-month intervals when at least a minimum stock
price appreciation has occurred. The exercise price of the options granted under
the program in the 2000 fiscal year was the fair market value of a share of the
Company's Common Stock on the date of grant. All of the options cannot be
exercised until six months after the date of grant and expire ten years from
such date. In the 2000 fiscal year, Mr. Harrell received an option grant under
the program for 150,000 shares of Common Stock, based upon a review by the
Committee of total compensation and its components, including equity
participation, of chief executive officers of comparable companies. Stock
options granted to key executives under the CEO Program in the 2000 fiscal year
were intended to meet the Committee's two-year targets for program grants and,
therefore, it is anticipated that no new option grants (excluding reload options
described below) will be made under the CEO Program during the fiscal year
ending June 30, 2001.
9
<PAGE>
Except under extraordinary circumstances or as otherwise determined by
the Committee, participants have agreed that the options granted under the CEO
Program may be exercised only through stock-for-stock swaps, and both the
contributed shares and additional shares acquired through option exercises under
the program may not be sold by the participating executives during the ten-year
option term. Each option granted under the program included a reload
replenishment feature which entitles participants each time a stock-for-stock
exercise occurs to receive automatically a new option grant at the fair market
value of a share of the Company's Common Stock on the date of grant. The number
of reload options granted is equal to the number of shares contributed by a
participant to effect a stock-for-stock swap. In exchange for this replenishment
feature, each participant has agreed to retain in the program shares equaling at
least the after-tax gain realized upon each exercise.
To encourage management to purchase additional shares of Common Stock,
on April 19 and May 17, 2000, the Committee made a special grant of 600,000
options in the aggregate to 25 key executives. The exercise price of the special
2000 options was the fair market value of a share of the Company's Common Stock
on the date of grant, and the options expired if not exercised by May 31, 2000.
All of the options, including the special option grant for 75,734 shares to Mr.
Harrell, were exercised in accordance with their terms by means of a
non-recourse (except as to accrued interest) Company loan for 95% of the
exercise price secured by the option shares and an unsecured full recourse
Company loan for 5% of the exercise price.
Tax Considerations. Section 162(m) of the Internal Revenue Code of
1986, as amended (the "Internal Revenue Code"), provides certain criteria for
the tax deductibility of annual compensation in excess of $1 million paid to
certain executives of public companies. The Company has taken appropriate
actions to preserve the deductibility of stock option grants and annual cash
incentive awards, and to date all compensation payable to the Company's
executive officers has been deductible or voluntarily deferred under the
Company's Deferred Income Plan. While the Company's policy is generally to
preserve the federal income tax deductibility of compensation paid, the
Committee has the authority to authorize payments that may not be deductible if
it believes that it is in the best interests of the Company and its
shareholders.
Executive Compensation Committee
William W. Berry, Chairman
Ronald E. Carrier
Richard G. Holder
Jeremiah J. Sheehan
10
<PAGE>
PERFORMANCE GRAPH
The following graph compares the cumulative total shareholder return on
Universal Corporation Common Stock for the last five fiscal years with the
cumulative total return for the same period of the Standard & Poors Midcap 400
Stock Index and the peer group index. The companies in the peer group are DIMON
Incorporated and Standard Commercial Corporation. The graph assumes that $100
was invested on June 30, 1995 in Universal Corporation Common Stock and in each
of the comparative indices, in each case with dividends reinvested.
[PERFORMANCE GRAPH]
<TABLE>
<CAPTION>
===============================================================================================================
CUMULATIVE TOTAL RETURN ON COMMON STOCK
---------------------------------------------------------------------------------------------------------------
At June 30,
-------------------------------------- ------------------------------------------------------------------------
----------- ----------- ----------- ------------ ----------- -----------
1995 1996 1997 1998 1999 2000
---- ---- ---- ---- ---- ----
<S> <C> <C> <C> <C> <C> <C>
Universal Corporation $100.00 $131.74 $163.78 $198.26 $156.42 $122.60
-------------------------------------- ----------- ----------- ----------- ------------ ----------- -----------
-------------------------------------- ----------- ----------- ----------- ------------ ----------- -----------
S&P Midcap 400 Index $100.00 $119.46 $147.32 $187.32 $210.89 $246.69
-------------------------------------- ----------- ----------- ----------- ------------ ----------- -----------
-------------------------------------- ----------- ----------- ----------- ------------ ----------- -----------
Peer Group Index $100.00 $108.17 $159.79 $74.45 $37.18 $19.53
====================================== =========== =========== =========== ============ =========== ===========
</TABLE>
11
<PAGE>
EXECUTIVE COMPENSATION
The individuals named below include the Company's Chairman and Chief
Executive Officer and the other four executive officers of the Company who were
the most highly compensated executive officers of the Company for the 2000
fiscal year. Information is provided for the fiscal years ended on June 30 of
the years shown.
<TABLE>
<CAPTION>
Summary Compensation Table
Long Term
Compensation
Annual Compensation Awards
-------------------------------------- ---------------------
Fiscal
Year Other Restricted Securities
Name and Ended Annual Stock Underlying All Other
Principal Position 6/30 Salary($) Bonus($) Compensation($)1 Awards($) Options(#) Compensation($)5
------------------ ---- --------- -------- ---------------- --------- ---------- ----------------
<S> <C> <C> <C> <C> <C> <C>
Henry H. Harrell 2000 $548,271 $910,597 -- $ 0 225,734
Chairman and Chief 1999 522,047 894,175 -- 0 35,024 3 $148,084
Executive Officer 1998 493,825 813,636 -- 319,800 2 182,854 4 135,522
100,609
Allen B. King 2000 407,852 679,337 -- 0 173,667 80,939
President and Chief 1999 382,761 667,086 -- 0 43,436 3 73,304
Operating Officer 1998 368,399 590,793 -- 239,850 2 136,380 4 57,204
Jack M.M. van 2000 260,417 279,792 -- 0 0 0
de Winkel 1999 267,500 261,815 -- 0 0 0
Co-Chairman and 1998 252,500 377,000 -- 0 17,000 0
Co-President,
Deli Universal, Inc.
William L. Taylor 2000 321,811 325,444 -- 0 106,267 58,929
Vice President and 1999 296,300 319,575 -- 0 28,857 3 55,716
Chief Administrative 1998 285,200 293,011 -- 147,600 2 83,430 4 45,095
Officer
Hartwell H. Roper 2000 244,028 240,011 -- 0 98,067 32,205
Vice President and 1999 221,300 235,767 -- 0 24,664 3 31,177
Chief Financial 1998 210,200 216,015 -- 133,250 2 74,889 4 25,677
Officer
</TABLE>
-----
1 None of the Named Executive Officers received perquisites or other
personal benefits in excess of the lesser of $50,000 or 10% of his total annual
salary and bonus for each reported year.
12
<PAGE>
2 The amounts in this column are the dollar values, based on a $41.00
closing price of a share of Common Stock on December 15, 1997, as reported on
the New York Stock Exchange, of the following number of shares of restricted
Common Stock awarded as of such date to the Named Executive Officers: Mr.
Harrell, 7,800 shares; Mr. King, 5,850 shares; Mr. Taylor, 3,600 shares; and Mr.
Roper, 3,250 shares. The restricted shares matched, on a one-for-one basis,
shares of Common Stock contributed by such executives to the CEO Program
described above in "Report of Executive Compensation Committee." On June 15,
1998, the restricted shares were used for stock swap option exercises under the
CEO Program.
3 The options granted to the Named Executive Officers in the 1999 fiscal
year were reload options granted under the CEO Program.
4 The following number of options granted to the Named Executive
Officers in the 1998 fiscal year were reload options granted under the CEO
Program: Mr. Harrell, 62,854; Mr. King, 46,380; Mr. Taylor, 28,430; and Mr.
Roper, 24,889.
5 The amounts in the "All Other Compensation" column represent (i)
employer contributions to the Employees' Stock Purchase Plan and the
Supplemental Stock Purchase Plan of Universal Leaf (the "Stock Purchase Plans"),
(ii) life insurance premium payments made by the Company under the Executive
Insurance Program, and (iii) interest accrued to participants' accounts under
the Company's Deferred Income Plan (the "DIP") to the extent such interest
exceeded 120% of the applicable federal long-term rate under Internal Revenue
Code Section 1274(d). Employer contributions to the Stock Purchase Plans on
behalf of the Named Executive Officers for the 2000, 1999 and 1998 fiscal years
were in the following respective amounts: Mr. Harrell, $26,500, $24,348 and
$22,098; Mr. King, $20,000, $18,700 and $18,000; Mr. Taylor, $15,400, $14,800
and $14,256; and Mr. Roper, $8,625, $9,010 and $9,300. The life insurance
premiums paid by the Company on behalf of such executive officers for the 2000,
1999 and 1998 fiscal years were in the following respective amounts: Mr.
Harrell, $109,799, $101,353 and $70,327; Mr. King, $58,814, $52,819 and $37,704;
Mr. Taylor, $43,529, $40,916 and $30,839; and Mr. Roper, $21,870, $20,730 and
$15,170. The accruals of interest on income deferred by such executive officers
under the DIP in excess of 120% of the applicable federal long-term rate under
Internal Revenue Code Section 1274(d) for the 2000, 1999 and 1998 fiscal years
were in the following respective amounts: Mr. Harrell, $11,785, $9,821 and
$8,184; Mr. King, $2,125, $1,785 and $1,500; and Mr. Roper, $1,710, $1,437 and
$1,207.
13
<PAGE>
Retirement Benefits
Employees of the Company and certain U.S. subsidiaries are covered by a
defined benefit retirement plan, which is qualified under the Internal Revenue
Code, and a defined benefit supplemental retirement plan, which is a
non-qualified plan to provide benefits in excess of limits allowed by the
Internal Revenue Code. The table below shows estimated annualized benefits
payable under both plans at normal retirement (age 65) based on the average
salary and bonus (as reported in the Summary Compensation Table) for the highest
consecutive three years. The actuarial equivalent of benefits under the
supplemental retirement plan is payable in a lump sum upon retirement.
<TABLE>
<CAPTION>
Years of Service
------------ ------------ ------------ ------------ ------------ ------------ ------------
Remuneration 15 20 25 30 35 40 45
------------------- ------------ ------------ ------------ ------------ ------------ ------------ ------------
<S> <C> <C> <C> <C> <C> <C> <C>
$ 300,000 $ 66,913 $ 89,217 $ 111,521 $ 133,825 $ 156,130 $ 169,566 $ 183,002
400,000 90,426 120,568 150,878 180,852 210,995 228,910 246,825
500,000 113,940 151,920 189,900 227,880 265,860 288,253 310,647
600,000 137,453 183,271 229,089 274,907 320,724 347,597 374,470
700,000 160,967 214,622 268,278 321,934 375,589 406,941 438,292
800,000 184,480 245,974 307,467 368,961 430,454 466,284 502,114
900,000 207,994 277,325 346,656 415,988 485,319 525,628 565,937
1,000,000 231,507 308,676 385,846 463,015 540,184 584,971 629,759
1,100,000 255,021 340,028 425,035 510,042 595,049 644,315 693,582
1,200,000 278,534 371,379 464,224 557,069 649,914 703,659 757,404
1,300,000 302,048 402,731 503,413 604,096 704,778 763,002 821,226
1,400,000 325,561 434,082 542,602 651,123 759,643 822,346 885,049
1,500,000 349,075 465,433 581,792 698,150 814,508 881,690 948,871
</TABLE>
The credited years of service for Messrs. Harrell, King, Taylor and
Roper are thirty-four, thirty-one, ten and twenty-six, respectively.
The benefits shown in the table are calculated on the basis of a 50%
joint and survivor benefit, assuming that at retirement the age of the
employee's spouse is 62. The social security benefit will be paid in addition to
the amounts shown in the table.
Mr. van de Winkel is covered by a pension plan established under the
laws of the Netherlands. The plan, which covers employees of N.V. Deli Universal
and certain other Dutch subsidiaries, is partially funded by employer and
participant contributions. During the fiscal year ended June 30, 2000, N.V. Deli
Universal contributed $38,835 to the plan on behalf of Mr. van de Winkel. His
estimated annual pension benefit under the plan assuming retirement at age 60,
continuance of current salary level and twenty years of service would be
$112,975.
14
<PAGE>
Stock Options
The following tables contain information concerning grants of stock
options to the Named Executive Officers during the fiscal year ended June 30,
2000, exercises of stock options by such executive officers in such fiscal year
and the fiscal year-end value of all unexercised stock options held by such
executive officers.
Option Grants in Last Fiscal Year
<TABLE>
<CAPTION>
Individual Grants
----------------------------------------------------------
Number of % of Total
Securities Options Exercise
Underlying Granted Or Base
Options to Employees Price Expiration Grant Date
Name Granted (#) in Fiscal Year 1 ($/Sh) 2 Date Present Value ($) 3
---- ----------- ----------------- --------- ---------- -------------------
<S> <C> <C> <C> <C> <C>
Henry H. Harrell 150,000 11/2% $24.69 12/02/09 $793,500
71,000 12.6 18.50 5/31/00 47,570
4,734 12.6 21.875 5/31/00 3,740
Allen B. King 115,000 8.6 24.69 12/02/09 608,350
55,000 9.8 18.50 5/31/00 36,850
3,667 9.8 21.875 5/31/00 2,897
William L. Taylor 70,000 5.2 24.69 12/02/09 370,300
34,000 6.0 18.50 5/31/00 22,780
2,267 6.0 21.875 5/31/00 1,791
Hartwell H. Roper 65,000 4.9 24.69 12/02/09 343,850
31,000 5.5 18.50 5/31/00 20,770
2,067 5.5 21.875 5/31/00 1,633
</TABLE>
------------
1 The percentage is computed separately for each grant.
2 The exercise price for the options listed in the table was the fair
market value of a share of the Company's Common Stock on the date of grant.
3 The Black-Scholes option pricing model was used to determine the "Grant
Date Present Value" of the options listed in the table. For options with a
$24.69 exercise price, the model assumed a risk free interest rate of 6.16%, a
dividend yield of 5.89% and a stock price volatility of .324 based on the
average weekly stock market closing price over the past 10 years. For options
with an $18.50 exercise price, the model assumed a risk free interest rate of
5.91%, a dividend yield of 6.16% and a stock price volatility of .324 based on
the average weekly stock market closing price over the past 10 years. For
options with a $21.875 exercise price, the model assumed a risk free interest
rate of 5.91%, a dividend yield of 6.16% and a stock price volatility of .324
based on the average weekly stock market closing price over the past 10 years.
Because the magnitude of any nontransferability discount is extremely difficult
to determine, none was applied in determining the value of the reported options.
The grant date present values set forth in the table are only theoretical values
and may not accurately determine present value. The actual value, if any, an
optionee will realize will depend on the excess of market value of a share of
the Company's Common Stock over the exercise price on the date the option is
exercised.
15
<PAGE>
Aggregated Option Exercises in Last Fiscal Year
And Fiscal Year-End Option Values
<TABLE>
<CAPTION>
Number of Securities Value of Unexercised
Underlying In-the-Money
Shares Unexercised Options
Acquired Value Options at FY-End #) At FY-End ($)2
---------------------------- ----------------------------
Name on Exercise(#) Realized($)1 Exercisable Unexercisable Exercisable Unexercisable
---- -------------- ------------ ----------- ------------- ----------- -------------
<S> <C> <C> <C> <C> <C> <C>
Henry H. Harrell 75,734 $342,281 382,667 0 $ 0 $ 0
Allen B. King 58,667 265,147 314,079 0 0 0
William L. Taylor 36,267 163,909 194,079 0 0 0
Hartwell H. Roper 33,067 149,447 174,767 0 0 0
</TABLE>
------------
1 The value realized represents the difference between the exercise price
of the option and the fair market value of the Company's Common Stock on the
date of exercise.
2 The value of the unexercised options at fiscal year-end represents the
difference between the exercise price of any outstanding options and $21.125,
the closing sales price of a share of the Company's Common Stock on June 30,
2000, as reported on the New York Stock Exchange.
Except under extraordinary circumstances, all of the options shown as
of fiscal year-end are only exercisable automatically at not less than six month
intervals when at least a minimum stock price appreciation has occurred.
Contractual Obligations
To ensure that the Company will have the continued dedicated service of
certain executives notwithstanding the possibility, threat or occurrence of a
change of control, the Company has entered into change of control employment
agreements (the "Employment Agreements") with certain executives, including
Henry H. Harrell, Allen B. King, William L. Taylor and Hartwell H. Roper. The
Employment Agreements generally provide that if the executive is terminated
other than for cause within three years after a change of control of the
Company, or if the executive terminates his employment for good reason within
such three-year period or voluntarily during the 30-day period following the
first anniversary of the change of control, the executive is entitled to receive
"severance benefits." Severance benefits include a lump sum severance payment
equal to three times the sum of his base salary and highest annual bonus,
together with certain other payments and benefits, including continuation of
employee welfare benefits and an additional payment to compensate the executive
for certain excise taxes imposed on certain change of control payments.
The Board of Directors believes that the Employment Agreements benefit
the Company and its shareholders by securing the continued service of key
management personnel and by enabling management to perform its duties and
responsibilities without the distracting uncertainty associated with a change of
control.
16
<PAGE>
CERTAIN TRANSACTIONS
On May 31, 2000, the Company made loans to 25 key executives for the
exercise price of special options granted to such officers on April 19 and May
17, 2000. The Company made two loans to each executive, one a non-recourse loan
for 95% of the exercise price secured by the option shares and the other an
unsecured full recourse loan for 5% of the exercise price. The non-recourse loan
is non-recourse as to the principal indebtedness but recourse as to interest.
The loans bear interest at 6.06% per annum, payable quarterly. Principal on the
loans is due and payable on May 31, 2010. The full recourse loan may be prepaid
at any time after May 31, 2002. The aggregate amount of the option exercise
loans made by the Company to each of its executive officers, and the balance
thereof as of June 30, 2000, were in the following respective amounts: Mr.
Harrell, $1,417,056; Mr. King, $1,097,716; Mr. Taylor, $678,591; and Mr. Roper,
$618,716.
INDEPENDENT PUBLIC ACCOUNTANTS
Upon the recommendation of the Audit Committee, the Board of Directors
has appointed Ernst & Young LLP, the Company's independent auditors since 1971,
to audit the consolidated financial statements of the Company for the fiscal
year ending June 30, 2001. Representatives of Ernst & Young LLP will be present
at the Annual Meeting, will be available to respond to appropriate questions and
may make a statement if they so desire.
PROPOSALS FOR 2001 ANNUAL MEETING
Under the regulations of the Securities and Exchange Commission, any
shareholder desiring to make a proposal to be acted upon at the 2001 Annual
Meeting of Shareholders must cause such proposal to be delivered, in proper
form, to the Secretary of the Company, whose address is 1501 North Hamilton
Street, P.O. Box 25099, Richmond, Virginia 23260, no later than May 25, 2001, in
order for the proposal to be considered for inclusion in the Company's Proxy
Statement. The Company anticipates holding the 2001 Annual Meeting on October
23, 2001.
The Company's Bylaws also prescribe the procedure a shareholder must
follow to nominate Directors or to bring other business before shareholders'
meetings. For a shareholder to nominate a candidate for Director or to bring
other business before a meeting, notice must be received by the Secretary of the
Company not less than 60 days and not more than 90 days prior to the date of the
meeting. Based upon an anticipated date of October 23, 2001 for the 2001 Annual
Meeting of Shareholders, the Company must receive such notice no later than
August 24, 2001 and no earlier than July 25, 2001. Notice of a nomination for
Director must describe various matters regarding the nominee and the shareholder
giving the notice. Notice of other business to be brought before the meeting
must include a description of the proposed business, the reasons therefor, and
other specified matters. Any shareholder may obtain a copy of the Company's
Bylaws, without charge, upon written request to the Secretary of the Company.
OTHER MATTERS
THE COMPANY'S ANNUAL REPORT FOR THE FISCAL YEAR ENDED JUNE 30, 2000,
INCLUDING FINANCIAL STATEMENTS, IS BEING MAILED TO SHAREHOLDERS WITH THIS PROXY
STATEMENT. A COPY OF THE COMPANY'S ANNUAL REPORT ON FORM 10-K FOR THE FISCAL
YEAR ENDED JUNE 30, 2000, FILED WITH THE SECURITIES AND EXCHANGE COMMISSION,
EXCLUDING EXHIBITS, CAN BE OBTAINED WITHOUT CHARGE BY WRITING TO KAREN M. L.
WHELAN, VICE PRESIDENT AND TREASURER, UNIVERSAL CORPORATION, 1501 NORTH HAMILTON
STREET, P.O. BOX 25099, RICHMOND, VIRGINIA 23260 OR BY VISITING THE COMPANY'S
WEBSITE AT WWW.UNIVERSALCORP.COM.
17
<PAGE>
[PROXY CARD AND VOTING INSTRUCTIONS]
UNIVERSAL CORPORATION
ANNUAL MEETING OF SHAREHOLDERS
Tuesday, October 24, 2000
2:00 p.m.
1501 North Hamilton Street
Richmond, VA 23230
UNIVERSAL CORPORATION Proxy
This Proxy is Solicited on Behalf of the Board of Directors.
The undersigned hereby appoints Henry H. Harrell, Allen B. King and William L.
Taylor, and each or any of them, proxies for the undersigned, with power of
substitution, to vote all the shares of Common Stock of Universal Corporation
held of record by the undersigned on September 5, 2000, at the Annual Meeting of
Shareholders to be held at 2:00 p.m. on October 24, 2000, and at any
adjournments thereof, upon the matters listed on the reverse side, as more fully
set forth in the Proxy Statement, and for the transaction of such other business
as may properly come before the Meeting.
THIS PROXY, WHEN PROPERLY EXECUTED, WILL BE VOTED IN THE MANNER DIRECTED ON THE
REVERSE SIDE BY THE UNDERSIGNED SHAREHOLDER. IF NO DIRECTION IS MADE, THIS PROXY
WILL BE VOTED FOR ALL NOMINEES.
PLEASE VOTE, DATE AND SIGN ON REVERSE AND RETURN PROMPTLY IN THE ENCLOSED
ENVELOPE.
(continued, and to be DATED and SIGNED on reverse side)
<PAGE>
----------------------------------------------
| COMPANY # |
| CONTROL # |
----------------------------------------------
There are three ways to vote your Proxy
Your telephone or Internet vote authorizes the Named Proxies to vote your shares
in the same manner as if you marked, signed and returned your Proxy.
VOTE BY PHONE - TOLL FREE - 1-800-240-6326 - QUICK *** EASY *** IMMEDIATE
o Use any touch-tone telephone to vote your Proxy 24 hours a day, 7 days a week,
until 12:00 p.m. on October 23, 2000.
o You will be prompted to enter your 3-digit Company Number and your 7-digit
Control Number which are located above.
o Follow the simple instructions the Voice provides you.
VOTE BY INTERNET - http://www.eproxy.com/uvv/ - QUICK *** EASY *** IMMEDIATE
o Use the Internet to vote your Proxy 24 hours a day, 7 days a week, until 12:00
p.m. on October 23, 2000.
o You will be prompted to enter your 3-digit Company Number and your 7-digit
Control Number which are located above to obtain your records and create an
electronic ballot.
VOTE BY MAIL
Mark, sign and date your Proxy and return it in the postage-paid envelope we've
provided or return it to Universal Corporation, c/o Shareowner Services (SM),
P.O. Box 64873, St. Paul, MN 55164-0873.
If you vote by Phone or Internet, please do not mail your Proxy.
~/ Please detach here ~/
<TABLE>
<CAPTION>
--------- ------------
| |
| |
COMMON STOCK
<S> <C> <C> <C> <C>
1. Election of Directors 01 Joseph C. Farrell 04 Walter A. Stosch |_| Vote FOR |_| Vote WITHHELD
02 Henry H. Harrell 05 Eugene P. Trani all nominees from all nominees
03 Eddie N. Moore, Jr. (except as
indicated below)
----------------------------------------------
(Instructions: To withhold authority to vote for any indicated nominee, | |
write the number(s) of the nominee(s) in the box provided to the right.) | |
----------------------------------------------
_
Address Change? Mark Box |_|
Indicate changes below:
Date ____________________
---------------------------------------------
| |
| |
| |
---------------------------------------------
Signature(s) in Box
Please sign exactly as your name(s) appear(s) on
this Proxy. Attorneys-in-fact, executors, trustees,
guardians, corporate officers, etc. should give full
title.
| |
| |
--------- ------------
</TABLE>
<PAGE>
UNIVERSAL CORPORATION
ANNUAL MEETING OF SHAREHOLDERS
Tuesday, October 24, 2000
2:00 p.m.
1501 North Hamilton Street
Richmond, VA 23230
UNIVERSAL CORPORATION Voting Instruction
TO TRUSTEE, LANDAMERICA FINANCIAL GROUP, INC. SAVINGS AND STOCK
OWNERSHIP PLAN.
This Voting Instruction is Solicited on Behalf of the Board of Directors of
Universal Corporation.
Pursuant to Section 10.5 of the LandAmerica Financial Group, Inc. Savings and
Stock Ownership Plan, you are directed to vote, in person or by proxy, the whole
shares of Common Stock of Universal Corporation credited to the undersigned
Participant's Account as of June 30, 2000, at the Annual Meeting of Shareholders
of Universal Corporation, to be held at 2:00 p.m. on October 24, 2000, and at
any adjournments thereof, upon the matters listed on the reverse side, as more
fully set forth in the Proxy Statement, and for the transaction of such other
business as may properly come before the Meeting.
THIS VOTING INSTRUCTION, WHEN PROPERLY EXECUTED, WILL BE VOTED IN THE MANNER
DIRECTED ON THE REVERSE SIDE BY THE UNDERSIGNED PARTICIPANT. IF NO DIRECTION IS
MADE, OR IF A VOTING INSTRUCTION IS NOT PROPERLY EXECUTED AND RECEIVED BY THE
TRUSTEE, THE SHARES OF UNIVERSAL CORPORATION COMMON STOCK CREDITED TO YOUR
PARTICIPANT'S ACCOUNT SHALL BE VOTED IN THE SAME PROPORTION AS THOSE SHARES OF
UNIVERSAL CORPORATION COMMON STOCK FOR WHICH THE TRUSTEE HAS RECEIVED PROPER
VOTING INSTRUCTIONS.
PLEASE VOTE, DATE AND SIGN ON REVERSE AND RETURN PROMPTLY IN THE ENCLOSED
ENVELOPE.
(continued, and to be DATED and SIGNED on reverse side)
<PAGE>
----------------------------------------------
| COMPANY # |
| CONTROL # |
----------------------------------------------
There are three ways to vote your Voting Instruction
Your telephone or Internet vote directs the Trustee to vote your shares in the
same manner as if you marked, signed and returned your Voting Instruction.
VOTE BY PHONE - TOLL FREE - 1-800-240-6326 - QUICK *** EASY *** IMMEDIATE
o Use any touch-tone telephone to vote your Voting Instruction 24 hours a day, 7
days a week, until 12:00 p.m. on October 23, 2000.
o You will be prompted to enter your 3-digit Company Number and your 7-digit
Control Number which are located above.
o Follow the simple instructions the Voice provides you.
VOTE BY INTERNET - http://www.eproxy.com/uvv/ - QUICK *** EASY *** IMMEDIATE
o Use the Internet to vote your Voting Instruction 24 hours a day, 7 days a
week, until 12:00 p.m. on October 23, 2000.
o You will be prompted to enter your 3-digit Company Number and your 7-digit
Control Number which are located above to obtain your records and create an
electronic ballot.
VOTE BY MAIL
Mark, sign and date your Voting Instruction and return it in the postage-paid
envelope we've provided or return it to Universal Corporation, c/o Shareowner
Services (SM), P.O. Box 64873, St. Paul, MN 55164-0873.
If you vote by Phone or Internet, please do not mail your Voting Instruction.
~/ Please detach here ~/
<TABLE>
<CAPTION>
--------- ------------
| |
| |
LANDAMERICA FINANCIAL GROUP, INC.
SAVINGS AND STOCK OWNERSHIP PLAN
<S> <C> <C> <C> <C>
1. Election of Directors 01 Joseph C. Farrell 04 Walter A. Stosch |_| Vote FOR |_| Vote WITHHELD
02 Henry H. Harrell 05 Eugene P. Trani all nominees from all nominees
03 Eddie N. Moore, Jr. (except as
indicated below)
----------------------------------------------
(Instructions: To withhold authority to vote for any indicated nominee, | |
write the number(s) of the nominee(s) in the box provided to the right.) | |
----------------------------------------------
_
Address Change? Mark Box |_|
Indicate changes below:
Date ____________________
---------------------------------------------
| |
| |
| |
---------------------------------------------
Signature(s) in Box
Please sign exactly as your name(s) appear(s) on
this Voting Instruction. Attorneys-in-fact,
executors, trustees, guardians, corporate officers,
etc. should give full title.
| |
| |
--------- ------------
</TABLE>
<PAGE>
UNIVERSAL CORPORATION
ANNUAL MEETING OF SHAREHOLDERS
Tuesday, October 24, 2000
2:00 p.m.
1501 North Hamilton Street
Richmond, VA 23230
UNIVERSAL CORPORATION Voting Instruction
TO TRUSTEE, EMPLOYEES' STOCK PURCHASE PLAN OF UNIVERSAL LEAF TOBACCO COMPANY,
INCORPORATED AND DESIGNATED AFFILIATED COMPANIES.
This Voting Instruction is Solicited on Behalf of the Board of Directors of
Universal Corporation.
Pursuant to Section 13.01 of the Employees' Stock Purchase Plan of Universal
Leaf Tobacco Company, Incorporated and Designated Affiliated Companies, you are
directed to vote, in person or by proxy, the whole shares of Common Stock of
Universal Corporation credited to the undersigned Participant's Account as of
July 31, 2000, at the Annual Meeting of Shareholders of Universal Corporation,
to be held at 2:00 p.m. on October 24, 2000, and at any adjournments thereof,
upon the matters listed on the reverse side, as more fully set forth in the
Proxy Statement, and for the transaction of such other business as may properly
come before the Meeting.
THIS VOTING INSTRUCTION, WHEN PROPERLY EXECUTED, WILL BE VOTED IN THE MANNER
DIRECTED ON THE REVERSE SIDE BY THE UNDERSIGNED PARTICIPANT. IF NO DIRECTION IS
MADE, OR IF A VOTING INSTRUCTION IS NOT PROPERLY EXECUTED AND RECEIVED BY THE
TRUSTEE, THE SHARES OF UNIVERSAL CORPORATION COMMON STOCK CREDITED TO YOUR
PARTICIPANT'S ACCOUNT SHALL BE VOTED IN THE SAME PROPORTION AS THOSE SHARES OF
UNIVERSAL CORPORATION COMMON STOCK FOR WHICH THE TRUSTEE HAS RECEIVED PROPER
VOTING INSTRUCTIONS.
PLEASE VOTE, DATE AND SIGN ON REVERSE AND RETURN PROMPTLY IN THE ENCLOSED
ENVELOPE.
(continued, and to be DATED and SIGNED on reverse side)
<PAGE>
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| COMPANY # |
| CONTROL # |
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There are three ways to vote your Voting Instruction
Your telephone or Internet vote directs the Trustee to vote your shares in the
same manner as if you marked, signed and returned your Voting Instruction.
VOTE BY PHONE - TOLL FREE - 1-800-240-6326 - QUICK *** EASY *** IMMEDIATE
o Use any touch-tone telephone to vote your Voting Instruction 24 hours a day, 7
days a week, until 12:00 p.m. on October 23, 2000.
o You will be prompted to enter your 3-digit Company Number and your 7-digit
Control Number which are located above.
o Follow the simple instructions the Voice provides you.
VOTE BY INTERNET - http://www.eproxy.com/uvv/ - QUICK *** EASY *** IMMEDIATE
o Use the Internet to vote your Voting Instruction 24 hours a day, 7 days a
week, until 12:00 p.m. on October 23, 2000.
o You will be prompted to enter your 3-digit Company Number and your 7-digit
Control Number which are located above to obtain your records and create an
electronic ballot.
VOTE BY MAIL
Mark, sign and date your Voting Instruction and return it in the postage-paid
envelope we've provided or return it to Universal Corporation, c/o Shareowner
Services (SM), P.O. Box 64873, St. Paul, MN 55164-0873.
If you vote by Phone or Internet, please do not mail your Voting Instruction.
~/ Please detach here ~/
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EMPLOYEES' STOCK PURCHASE PLAN OF
UNIVERSAL LEAF TOBACCO COMPANY, INCORPORATED
AND DESIGNATED AFFILIATED COMPANIES
<S> <C> <C> <C> <C>
1. Election of Directors 01 Joseph C. Farrell 04 Walter A. Stosch |_| Vote FOR |_| Vote WITHHELD
02 Henry H. Harrell 05 Eugene P. Trani all nominees from all nominees
03 Eddie N. Moore, Jr. (except as
indicated below)
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(Instructions: To withhold authority to vote for any indicated nominee, | |
write the number(s) of the nominee(s) in the box provided to the right.) | |
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_
Address Change? Mark Box |_|
Indicate changes below:
Date ____________________
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Signature(s) in Box
Please sign exactly as your name(s) appear(s) on
this Voting Instruction. Attorneys-in-fact,
executors, trustees, guardians, corporate officers,
etc. should give full title.
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