<PAGE>
As filed with the Securities and Exchange Commission on February 8, 2000
Registration No. 333-_____
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)
<TABLE>
<S> <C>
Commonwealth of Virginia 5150 54-0414210
(State or other jurisdiction (Primary Standard Industrial (I.R.S. Employer
of incorporation or organization) Classification Code Number) Identification No.
</TABLE>
1501 N. 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
Secretary and General Counsel
Universal Corporation, 1501 N. Hamilton Street, Richmond, Virginia 23230
(804) 359-9311
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
---------------
with copies to:
Robert H. Craft, Jr., Esq. Bart Friedman, Esq.
Sullivan & Cromwell Cahill Gordon & Reindel
1701 Pennsylvania Avenue, N.W. 80 Pine Street
Washington, D.C. 20006 New York, New York 10005
(202) 956-7500 (212) 701-3000
---------------
Approximate date of commencement of proposed sale to the public: As soon as
practicable 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, as amended, check the following box. [ ]
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. [X] Registration No.
33-65079
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 delivery of this prospectus is expected to be made pursuant to Rule 434,
please check the following box. [ ]
-----------
CALCULATION OF ADDITIONAL REGISTRATION FEE
<TABLE>
<CAPTION>
Proposed Maximum
Proposed Maximum Aggregate
Title of Each Class of Amount to be Offering Price Offering Amount of
Securities to be Registered Registered per Unit(1) Price(1) Registration Fee
--------------------------- ---------- ----------- -------- ----------------
<S> <C>
Debt Securities $20,000,000 100% (2) $20,000,000(2) $5,280
</TABLE>
(1) Estimated solely for purposes of calculating the registration fee.
(2) Plus accrued interest, if any.
---------------
<PAGE>
INCORPORATION OF CERTAIN INFORMATION BY REFERENCE
Universal Corporation is filing this Registration Statement pursuant to Rule
462(b) under the Securities Act of 1933, as amended. This Registration Statement
relates to the issuance and offering of Debt Securities of Universal Corporation
as contemplated by the Registration Statement on Form S-3 (Reg. No. 33-65709)
filed by Universal Corporation with the Securities and Exchange Commission (the
"Commission") on December 15, 1995, as amended by Amendment No. 1 thereto filed
on February 2, 1996, which was declared effective February 5, 1996 (the "Prior
Registration Statement"). Universal Corporation is filing this Registration
Statement for the sole purpose of increasing the amount of Debt Securities
offered by a principal amount of $20,000,000. The contents of the Prior
Registration Statement are incorporated herein by reference.
The Registrant hereby certifies that its agent has instructed its bank or a
wire transfer service to transmit to the Commission the applicable filing fee by
a wire transfer of such amount from its agent's account to the Commission's
account at Mellon Bank as soon as practicable, but no later than the close of
the next business day following the filing of this Registration Statement. The
Registrant further certifies that its agent will not revoke such instructions
and has sufficient funds in such account to cover the amount of such filing.
-2-
<PAGE>
PART II
INFORMATION NOT REQUIRED IN A PROSPECTUS
<TABLE>
<CAPTION>
Exhibit No. Description
----------- -----------
<S> <C>
1.1 Form of Underwriting Agreement (incorporated by reference to
Exhibit 1.1 to Registration Statement No. 33-65079 on Form S-3,
as amended)
*1.2 Form of Terms Agreement
4 Indenture dated as of February 1, 1991 between the Company and
The Chase Manhattan Bank (formerly known as Chemical Bank), as
Trustee, including proposed forms of Debt Securities
(incorporated by reference to Exhibit 4.1 to Registration
Statement No. 33-38586 on Form S-3)
*5.1 Opinion and consent of Sullivan & Cromwell, as to the validity
of the Debt Securities
*5.2 Opinion and consent of George C. Freeman, III, Esq., as to the
validity of the Debt Securities
12 Computation of ratio of earnings to fixed charges (incorporated
by reference to Exhibit 12 to Universal Corporation's Quarterly
Report on Form 10-Q for the quarter ended December 31, 1999)
*23.1 Consent of Ernst & Young LLP
*23.2 Consent of Sullivan & Cromwell (included as part of Exhibit
5.1)
*23.3 Consent of George C. Freeman, III, Esq. (included as part of
Exhibit 5.2)
25 Form T-1 Statement of Eligibility and Qualification under the
Trust Indenture Act of 1939, as amended, of The Chase Manhattan
Bank (formerly known as Chemical Bank) (incorporated by
reference to Exhibit 25.1 to Registration Statement No.
33-65079 on Form S-3, as amended)
- - ----------
* Filed herewith
</TABLE>
-3-
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant,
Universal Corporation, 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
8, 2000.
UNIVERSAL CORPORATION
By /s/ Henry H. Harrell
------------------------------------
Henry H. Harrell
Chairman and Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities and on the dates indicated.
<TABLE>
<CAPTION>
Name Title Date
---- ----- ----
<S> <C>
/s/ Henry H. Harrell Chairman and Chief Executive Officer and Director February 8, 2000
- - ---------------------------------- (Principal Executive Officer)
Henry H. Harrell
/s/ Hartwell H. Roper Vice President and Chief Financial Officer February 8, 2000
- - ---------------------------------- (Principal Financial Officer)
Hartwell H. Roper
/s/ William J. Coronado Vice President and Controller (Principal February 8, 2000
- - ---------------------------------- Accounting Officer)
William J. Coronado
/s/ William W. Berry
- - ---------------------------------- Director February 8, 2000
William W. Berry
/s/ Dr. Ronald E. Carrier Director February 8, 2000
- - ----------------------------------
Dr. Ronald E. Carrier
Director
- - ----------------------------------
Lawrence S. Eagleburger
/s/ Joseph C. Farrell Director February 8, 2000
- - ----------------------------------
Joseph C. Farrell
-4-
</TABLE>
<PAGE>
<TABLE>
<S> <C>
/s/ Charles H. Foster, Jr. Director February 8, 2000
- - ----------------------------------
Charles H. Foster, Jr.
/s/ Richard G. Holder Director February 8, 2000
- - ----------------------------------
Richard G. Holder
/s/ Allen B. King President and Chief Operating Officer February 8, 2000
- - ---------------------------------- and Director
Allen B. King
Director
- - ----------------------------------
Jeremiah J. Sheehan
/s/ Hubert R. Stallard Director February 8, 2000
- - ----------------------------------
Hubert R. Stallard
</TABLE>
-5-
<PAGE>
EXHIBIT 1.2
TERMS AGREEMENT
% Notes Due , 20
February , 2000
Universal Corporation
1501 North Hamilton Street
Richmond, Virginia 23260
Dear Sirs:
Universal Corporation, a Virginia corporation (the "Company"),
and Dillon, Read & Co. Inc. and Wheat, First Securities, Inc., in their
capacities as original underwriters, entered into an Underwriting Agreement (the
"Underwriting Agreement"), dated February 14, 1996, relating to the issuance
from time to time by the Company of its debt securities under an indenture (the
"Indenture"), dated as of February 1, 1991, between the Company and The Chase
Manhattan Bank (formerly known as Chemical Bank), as Trustee. This Terms
Agreement, relating to the Securities referred to below, is being entered into
among the Company and Warburg Dillon Read LLC (successor to Dillon, Read & Co.
Inc.), First Union Securities, Inc (successor to Wheat, First Securities, Inc.)
and SunTrust Equitable Securities Corporation (together, the "Underwriters")
pursuant to the Underwriting Agreement. Capitalized terms used herein and not
otherwise defined have the meanings given them in the Underwriting Agreement.
The Underwriters understand that the Company proposes to issue
and sell $120,000,000 aggregate principal amount of its o% Notes Due February ,
20 (the "Securities"). Subject to the terms, conditions, representations and
warranties set forth or incorporated by reference herein, the Company agrees to
sell to the Underwriters and the Underwriters severally agree to purchase from
the Company the principal amount of the Securities set forth next to such
Underwriter's name in Exhibit A hereto at % of the principal amount thereof
plus accrued interest from February , 2000, if any, to the Closing Date
referred to below. The Prospectus Supplement with respect to the Securities is
dated February , 2000 (the "Prospectus Supplement") and includes the Prospectus
dated February 5, 1996 (the "Basic Prospectus", and together with the Prospectus
Supplement, the "Prospectus").
The Underwriters will pay for such Securities upon delivery
thereof in New York, New York at 10:00 a.m. (New York time) on February , 2000
(the "Closing Date") by wire transfer of immediately available funds, or at such
other time on the Closing Date as shall be agreed upon by the Company and the
Underwriters.
<PAGE>
The Securities shall be issued in book-entry form and shall
have the following terms:
<TABLE>
<S> <C>
(a) Interest: % per annum
(b) Maturity: February , 20
(c) Initial Offering Price to the Public: % of the principal amount
of the Securities plus
accrued interest from ,
2000, if any.
(d) Interest Payment Dates: February and August ,
commencing August , 2000.
(e) Regular Record Dates: and immediately preceding such
interest payment date.
(f) Optional Redemption The Company may redeem some or all of the
Notes at any time. Holders of the Notes do
not have the right to require the Company to
redeem the Notes.
If the Company redeems the Notes, it must pay
the greater of
o 100% of the principal amount of the
Notes to be redeemed or
o the sum of the present value of the
remaining scheduled payments of
principal and interest on the Notes
being redeemed, not including interest
accrued and paid as of the redemption
date, discounted to the redemption date
on a semi-annual basis, at the adjusted
treasury rate referred to in the
Prospectus Supplement plus basis
points, assuming a 360-day year
comprised of twelve 30-day months.
In each case, the Company will also pay accrued
interest if it has not otherwise paid interest
through the redemption date.
</TABLE>
<PAGE>
<TABLE>
<S> <C>
Notwithstanding Section 1104 of the Indenture any
notice of the foregoing redemption need not set
forth the Redemption Price, but only the manner
of calculation thereof. The Trustee shall not
be responsible for calculating the Redemption
Price. The Company shall notify the Trustee of
the Redemption Price, promptly after the
calculation thereof.
For a detailed description of the redemption
provisions, see "Description of the Notes" in
the Prospectus Supplement.
</TABLE>
(g) Sinking Fund None
In consideration of the Company agreeing to issue the
Securities to the Underwriters, the Underwriters undertake that they will, in
connection with the issue and purchase of such Securities, perform and comply
with all applicable duties and obligations expressed to be assumed by an
Underwriter under the Underwriting Agreement.
All provisions contained in the Underwriting Agreement are
incorporated by reference herein in their entirety and shall be deemed to be
part of this Terms Agreement to the same extent as if such provisions had been
set forth in full herein. In the event of a conflict between the Underwriting
Agreement and this Terms Agreement, the terms and provisions of this Terms
Agreement shall prevail.
All references in the Underwriting Agreement to "McGuire,
Woods, Battle & Booth, L.L.P." shall hereby be understood to be references to
"Sullivan & Cromwell". All references in the Underwriting Agreement to "Sullivan
& Cromwell" shall hereby be understood to be references to "Cahill Gordon &
Reindel." Sullivan & Cromwell and Cahill Gordon & Reindel may rely as to matters
governed by Virginia law on the opinion of James M. White, III, Esq., Secretary
and General Counsel of the Company or George C. Freeman, III, Esq., Assistant
Secretary of the Company. All references in the Underwriting Agreement to
"Chemical Bank" shall hereby be understood to be references to "The Chase
Manhattan Bank". All references in the Underwriting Agreement to "Pricing
Agreement" shall hereby be understood to be references to this "Terms
Agreement".
<PAGE>
Sections 5.(a) and 5.(b) of the Underwriting Agreement shall
be replaced in their entirety with Annex A attached hereto. Schedule A to the
Underwriting Agreement shall be replaced in its entirety with Schedule A
attached hereto.
Notwithstanding Section 9 "Notices" of the Underwriting
Agreement, notices to the Underwriters under the Underwriting Agreement and this
Terms Agreement shall be delivered or sent to Warburg Dillon Read LLC, 667
Washington Blvd., Stamford, CT 06901, Attention: Debt Capital Markets.
This Terms Agreement shall be governed by, and construed in
accordance with, the laws of the State of New York.
This instrument may be signed by the parties in counterparts,
which together shall constitute one and the same agreement between the parties
and shall become effective at such time as each of the parties shall have signed
such counterparts and shall have notified the other party thereof. Delivery of
an executed counterpart of a signature page of this Terms Agreement by telecopy
shall be effective as delivery of a manually executed counterpart of this Terms
Agreement.
<PAGE>
Please confirm your agreement herewith by having an authorized
officer sign a copy of this Terms Agreement in the space provided below:
Very truly yours,
WARBURG DILLON READ LLC
FIRST UNION SECURITIES, INC
SUNTRUST EQUITABLE SECURITIES CORPORATION
By: WARBURG DILLON READ LLC
By: _________________________________
Name:
Title:
By: _________________________________
Name:
Title:
Accepted and Agreed to as of
the Date First Above Written:
UNIVERSAL CORPORATION
By: _____________________________
Name:
Title:
<PAGE>
Exhibit A
Name Principal Amount of Notes
---- -------------------------
Warburg Dillon Read LLC
First Union Securities, Inc
SunTrust Equitable Securities Corporation
Total: $120,000,000
<PAGE>
Schedule A
Material Subsidiary Organized Under Law of
------------------- ----------------------
[Schedule]
<PAGE>
Annex A
-------
New Section 5.(a) of the Underwriting Agreement
(a) The Company shall furnish to you at the Closing
Date a written opinion from James M. White, III, Secretary and
General Counsel of the Company, or George C. Freeman, III,
Assistant Secretary of the Company, addressed to the
Underwriters, and dated the Closing Date, with reproduced
copies for each of the other Underwriters and in form and
substance satisfactory to Cahill Gordon & Reindel, counsel for
the Underwriters, substantially to the effect that:
(i) the Company has been duly incorporated
and is validly existing as a corporation in good
standing under the laws of the Commonwealth of
Virginia, with full corporate power and authority to
own its properties and conduct its business as
described in the Registration Statement and the
Prospectus, to execute and deliver this Agreement,
the Terms Agreement and the Indenture and to issue
and sell the Securities as herein and therein
contemplated;
(ii) (A) each of the Material Subsidiaries
has been duly incorporated and is validly existing as
a corporation in good standing under the laws of its
respective jurisdiction of incorporation with full
corporate power and authority to own its respective
properties and to conduct its respective business;
and (B) each of the Subsidiaries which are not
Material Subsidiaries has been duly incorporated and
is validly existing as a corporation in good standing
under the laws of its respective jurisdiction of
incorporation with full corporate power and authority
to own its respective properties and to conduct its
respective business in each jurisdiction in which the
failure to do so, individually or in the aggregate,
would have a material adverse effect on the
operations, business or financial condition of the
Company and its Subsidiaries, taken as a whole;
(iii) the Company and its Material
Subsidiaries are duly qualified or licensed by each
jurisdiction in which they conduct their respective
businesses and in which the failure, individually or
in the aggregate, to be so licensed or qualified
would have a material adverse effect on the
operations, business or financial condition of the
Company and its Subsidiaries taken as a whole, and
the Company and its Material Subsidiaries are duly
qualified, and are in good standing, in each
jurisdiction in which they own or lease real property
or maintain an office in which the failure to do so,
individually or in the aggregate, would have a
material adverse effect on the operations, business
or financial condition of the Company and its
Subsidiaries, taken as a whole;
<PAGE>
(iv) the Indenture has been duly authorized
by all necessary corporate action on the part of the
Company, executed and delivered by the Company and
(assuming the Indenture has been duly authorized,
executed and delivered by the Trustee) constitutes a
valid and legally binding obligation of the Company
enforceable against the Company in accordance with
its terms, subject to bankruptcy, insolvency,
fraudulent transfer, reorganization, moratorium and
similar laws of general applicability relating to or
affecting creditors' rights and to general equity
principles;
(v) the Securities have been duly authorized
by all necessary corporate action on the part of the
Company, executed and delivered by the Company and
constitute valid and legally binding obligations of
the Company enforceable against the Company in
accordance with their terms, subject to bankruptcy,
insolvency, fraudulent transfer, reorganization,
moratorium and similar laws of general applicability
relating to or affecting creditors' rights and to
general equity principles;
(vi) this Agreement and the Terms Agreement
have been duly authorized, executed and delivered by
the Company;
(vii) all regulatory consents,
authorizations, approvals and filings required to be
obtained or made by the Company under the laws of the
Commonwealth of Virginia for the issuance, sale and
delivery of the Securities by the Company to the
Underwriters have been obtained or made;
(viii) the execution, delivery and
performance of this Agreement, the Terms Agreement
and the Indenture by the Company and the issuance of
the Securities and the consummation by the Company of
the transactions contemplated hereby and thereby do
not and will not conflict with, or result in any
breach of, or constitute a default under (nor
constitute any event which with notice, lapse of
time, or both, would constitute a breach of or
default under), any provisions of the charter or
by-laws of the Company or, to such counsel's
knowledge, any of its Subsidiaries or under any
provision of any license, indenture, mortgage, deed
<PAGE>
of trust, bank loan, credit agreement or other
agreement or instrument to which the Company or, to
such counsel's knowledge, any of its Subsidiaries is
a party or by which any of them or their respective
properties may be bound or affected, or under any
law, regulation or rule or any decree, judgment or
order applicable to the Company or, to such counsel's
knowledge, any of its Subsidiaries in which such
conflict, breach or default, individually or in the
aggregate, would have a material adverse effect on
the operations, business or financial condition of
the Company and its Subsidiaries, taken as a whole;
(ix) to such counsel's knowledge, neither
the Company nor any of its Subsidiaries is in breach
of, or in default under (nor has any event occurred
which with notice, lapse of time, or both would
constitute a breach of, or default under), any
license, indenture, mortgage, deed of trust, bank
loan or any other agreement or instrument to which
the Company or any of its Subsidiaries is a party or
by which any of them or their respective properties
may be bound or affected by or under any law,
regulation or rule or any decree, judgment or order
applicable to the Company or any of its Subsidiaries
in which such breach or default, individually or in
the aggregate, would have a material adverse effect
on the operations, business or financial condition of
the Company and its Subsidiaries, taken as a whole;
and
(x) to such counsel's knowledge, there are
no actions, suits or proceedings pending or
threatened against the Company or any of its
Subsidiaries or any of their respective properties,
at law or in equity or before or by any commission,
board, body, authority or agency which are required
to be described in the Prospectus but are not so
described.
(xi) to such counsel's knowledge, there are
no contracts, licenses, agreements, leases or
documents of a character which are required to be
filed as exhibits to the Registration Statement or to
be summarized or described in the Prospectus which
have not been so filed, summarized or described.
In addition, such counsel may state that he is
licensed to practice law only in the Commonwealth of Virginia
and that he expresses no opinion as to the effect of the laws
of any other jurisdiction other than the federal laws of the
United States of America, and may rely (A) as to matters
involving the application of laws other than the laws of the
Commonwealth of Virginia or United States law, to the extent
he deems it proper and to the extent specified in such
opinion, upon the opinion or opinions of local and foreign
counsel and (B) as to matters of fact, to the extent he deems
proper, on certificates of responsible officers of the Company
<PAGE>
and certificates or other written statements of public
officials. The opinion of James M. White or George C. Freeman
III shall state that the opinion of such local and foreign
counsel is in form satisfactory to him and, in his opinion, he
and the Underwriters are justified in relying thereon.
New Section 5.(b) of the Underwriting Agreement
(b) The Company shall furnish to you at the Closing
Date an opinion of Sullivan & Cromwell, counsel for the
Company, in each case addressed to the Underwriters, and dated
the Closing Date, with reproduced copies for each of the other
Underwriters and in form and substance satisfactory to Cahill
Gordon & Reindel, counsel to the Underwriters, substantially
to the effect that:
(i) the Company has been duly incorporated
and is validly existing as a corporation in good
standing under the laws of the Commonwealth of
Virginia, with full corporate power and authority to
own its properties and conduct its business as
described in the Registration Statement and the
Prospectus, to execute and deliver this Agreement,
the Terms Agreement and the Indenture and to issue
and sell the Securities as herein and therein
contemplated;
(ii) the Indenture has been duly authorized
by all necessary corporate action on the part of the
Company, executed and delivered by the Company and
(assuming the Indenture has been duly authorized,
executed and delivered by the Trustee) constitutes a
valid and legally binding obligation of the Company
enforceable against the Company in accordance with
its terms, subject to bankruptcy, insolvency,
fraudulent transfer, reorganization, moratorium and
similar laws of general applicability relating to or
affecting creditors' rights and to general equity
principles;
(iii) the Securities have been duly
authorized by all necessary corporate action on the
part of the Company, executed and delivered by the
Company and constitute valid and legally binding
obligations of the Company enforceable against the
Company in accordance with their terms, subject to
bankruptcy, insolvency, fraudulent transfer,
reorganization, moratorium and similar laws of
general applicability relating to or affecting
creditors' rights and to general equity principles;
(iv) this Agreement and the Terms Agreement
have been duly authorized, executed and delivered by
the Company;
<PAGE>
(v) the Securities and the Indenture
conform in all material respects to the description
thereof contained in the Registration Statement and
Prospectus;
(vi) the Registration Statement has become
effective under the Act and, to such counsel's
knowledge, no stop order proceedings with respect
thereto are pending or threatened under the Act;
(vii) no approval, authorization, consent or
order of or filing with any court or governmental
agency or body is required on the part of the Company
in connection with the issuance and sale of the
Securities as contemplated hereby other than
registration of the Securities under the Act and
qualification of the Indenture under the Trust
Indenture Act (except such counsel need express no
opinion as to any necessary qualification under the
state securities or blue sky laws of the various
jurisdictions in which the Shares are being offered
by the Underwriters).
In addition, such counsel shall state that they have
participated in conferences with officers and other representatives of
the Company, representatives of the independent public accountants of
the Company and representatives of the Underwriters at which the
contents of the Registration Statement and Prospectus were discussed
and, although such counsel has not undertaken to investigate or verify
independently and does not assume any responsibility for, the accuracy,
completeness or fairness of the statements contained in the
Registration Statement or Prospectus or documents incorporated by
reference therein, each part of the Registration Statement, when such
part became effective, and the Basic Prospectus, as supplemented by the
Prospectus Supplement, as of the date of the Prospectus Supplement,
appeared on their face to be appropriately responsive, in all material
respects relevant to the offering of the Securities, to the
requirements of the Act and the applicable rules and regulations of the
Commission thereunder; further, nothing has come to the attention of
such counsel that causes them to believe that, insofar as relevant to
the offering of the Securities, the Registration Statement or any
amendment thereto at the time such Registration Statement or amendment
became effective contained an untrue statement of a material fact or
omitted to state a material fact required to be stated therein or
necessary to make the statements therein not misleading, or that the
<PAGE>
Prospectus or any supplement thereto at the date of such Prospectus or
such supplement contained an untrue statement of a material fact or
omitted to state a material fact required to be stated therein or
necessary to make the statements therein, in light of the circumstances
under which they were made, not misleading. In connection with the
foregoing paragraph, such counsel may state that (A) the limitations
inherent in the independent verification of factual matters and the
character of determinations involved in the registration process are
such that they do not assume any responsibility for the accuracy,
completeness or fairness of the statements contained in the
Registration Statement and Prospectus except for those made under the
captions "Description of Debt Securities" and "Description of the
Notes" insofar as they relate to provisions of documents therein
described; (B) they do not express any opinion or belief as to the
financial statements or other financial data contained in the
Registration Statement or the Prospectus, or as to the statement of the
eligibility of the Trustee under the Indenture under which the
Securities are being issued; and (C) their opinion and statements in
this paragraph are furnished to the representatives of the Underwriters
solely for the benefit of the Underwriters. In rendering such opinion
Sullivan & Cromwell may rely (A) as to matters involving the
application of laws other than the laws of the United States and the
State of New York, to the extent it deems it proper and to the extent
specified in such opinion, upon the opinion of James M. White,
Secretary and General Counsel of the Company, or George C. Freeman III,
Assistant Secretary of the Company, as to matters of Virginia law and
(B) as to matters of fact, to the extent such counsel deems proper, on
certificates of responsible officers of the Company and certificates or
other written statements of public officials. The opinion of Sullivan &
Cromwell shall state that the opinion of James M. White or George C.
Freeman III is in form satisfactory to Sullivan & Cromwell and, in
Sullivan & Cromwell's opinion, the Underwriters and they are justified
in relying thereon.
<PAGE>
EXHIBIT 5.1
[LETTERHEAD OF SULLIVAN & CROMWELL]
February 8, 2000
Universal Corporation,
1501 North Hamilton Street,
Richmond, VA 23230.
Dear Sirs:
In connection with the remaining $100,000,000 principal amount
of debt securities of Universal Corporation, a Virginia corporation (the
"Company") originally registered under the Securities Act of 1933 (the "Act") on
registration statement number 33-65079, as amended (the "Original Registration
Statement"), and the related registration under the Act of an additional
$20,000,000 principal amount of debt securities (collectively, the "Securities")
pursuant to Rule 462(b) of the General Rules and Regulations under the Act (the
"Rule 462(b) Registration Statement", and together with the Original
Registration
<PAGE>
Universal Corporation -2-
Statement, the "Registration Statements"), we, as your special counsel, have
examined such corporate records, certificates and other documents, and such
questions of law, as we have considered necessary or appropriate for the
purposes of this opinion.
Upon the basis of such examination, we advise you that, in our
opinion, when the Rule 462(b) Registration Statement has become effective under
the Act and the terms of the Securities and of their issuance and sale have been
duly established in conformity with the Indenture relating to the Securities so
as not to violate any applicable law or result in a default under or breach of
any agreement or instrument binding upon the Company and so as to comply with
any requirement or restriction imposed by any court or governmental body having
jurisdiction over the Company, and the Securities have been duly executed and
authenticated in accordance with the Indenture and issued and sold as
contemplated in the Registration Statements, the Securities will constitute
valid and legally binding obligations of the Company, subject to bankruptcy,
<PAGE>
Universal Corporation -3-
insolvency, fraudulent transfer, reorganization, moratorium and similar laws of
general applicability relating to or affecting creditors' rights and to general
equity principles.
The foregoing opinion is limited to the Federal laws of the
United States, the laws of the State of New York and the laws of the
Commonwealth of Virginia, and we are expressing no opinion as to the effect of
the laws of any other jurisdiction. With respect to all matters of Virginia law,
we have relied upon the opinion, dated February 8, 2000, of George C. Freeman,
III, Esq., Assistant Secretary of the Company, and our opinion is subject to the
same assumptions, qualifications and limitations with respect to such matters as
are contained in such opinion of George C. Freeman, III, Esq.
Also, we have relied as to certain matters on information
obtained from public officials, officers of the Company and other sources
believed by us to be responsible, and we have assumed that the Indenture has
been duly authorized, executed and delivered by the Trustee, an assumption which
we have not independently verified.
<PAGE>
Universal Corporation -4-
We hereby consent to the filing of this opinion as an exhibit
to the Registration Statements and to the reference to us under the heading
"Validity of the Notes" in the Prospectus Supplement. In giving such consent, we
do not thereby admit that we are in the category of persons whose consent is
required under Section 7 of the Act.
Very truly yours,
/s/ Sullivan & Cromwell
----------------------
Sullivan & Cromwell
<PAGE>
[Letterhead of Universal Corporation]
Exhibit 5.2
February 8, 2000
Universal Corporation
1501 North Hamilton Street
Richmond, VA 23230
Dear Sirs:
In connection with remaining $100,000,000 principal amount of
debt securities of Universal Corporation, a Virginia corporation (the "Company")
originally registered under the Securities Act of 1933 (the "Act") on
registration statement number 33-65079, as amended (the "Original Registration
Statement"), and the related registration under the Act of an additional
$20,000,000 principal amount of debt securities (collectively, the "Securities")
pursuant to Rule 462(b) of the General Rules and Regulations under the Act (the
"Rule 462(b) Registration Statement", and together with the Original
Registration Statement, the "Registration Statements"), I, as Assistant
Secretary of the Company have examined such corporate records, certificates and
other documents, and such questions of law, as I have considered necessary or
appropriate for the purposes of this opinion. Upon the basis of such
examination, I am of the opinion that:
(1) the Company has been duly incorporated and is validly existing as
a corporation in good standing under the laws of the Commonwealth
of Virginia, with full corporate power and authority to issue and
sell the Securities as contemplated in the Registration
Statements; and
(2) when the Rule 462(b) Registration Statement has become effective
under the Act and the terms of the Securities and their issuance
and sale have been duly established in conformity with the
Indenture relating to the Securities so as not to violate any
applicable law or result in a default under or breach of any
agreement or instrument binding upon the Company and so as to
comply with any requirement or restriction imposed by any court
or governmental body having jurisdiction over the Company, and
the Securities have been duly executed and authenticated in
accordance with the Indenture and issued and sold as contemplated
in the Registration Statements, the Securities will constitute
valid and legally binding obligations of the Company, subject to
bankruptcy, insolvency, fraudulent transfer, reorganization,
moratorium and similar laws of general applicability relating to
or affecting creditors' rights and to general equity principles.
<PAGE>
Universal Corporation -2-
The foregoing opinion is limited to the laws of the
Commonwealth of Virginia, and I am expressing no opinion as to the effect of the
laws of any other jurisdiction.
I have relied as to certain matters on information obtained
from public officials, officers of the Company and other sources believed by me
to be responsible, and I have assumed that the Indenture has been duly
authorized, executed and delivered by the Trustee thereunder, an assumption
which I have not independently verified.
I hereby consent to the filing of this opinion as an exhibit
to the Registration Statements and to the reference to me under the heading
"Validity of the Notes" in the Prospectus Supplement.
Very truly yours,
/s/ George C. Freeman, III
---------------------------
George C. Freeman, III
<PAGE>
Exhibit 23.1
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 No. 33-65079) and related Prospectus of
Universal Corporation for the Registration of $200,000,000 of debt securities
which is incorporated by reference into this Registration Statement (Form S-3
No. 333-00000) filed pursuant to Rule 462(b) for the registration of $20,000,000
of debt securities. We also consent to the incorporation by reference therein
and herein of our report dated August 5, 1999 with respect to the consolidated
financial statements of Universal Corporation included in its Annual Report
(Form 10-K) for the year ended June 30, 1999, filed with the Securities and
Exchange Commission.
/s/ Ernst & Young LLP
Richmond, Virginia
February 4, 2000
