-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, RdsLVizFnRhKr8csbfYZiDmUcUoHJhF1ympz2TVEYDS15nJzj/VojM7qFl9p3Z5g Ia0oqmFoeo8GF3761afgNQ== 0000916641-97-000609.txt : 19970625 0000916641-97-000609.hdr.sgml : 19970625 ACCESSION NUMBER: 0000916641-97-000609 CONFORMED SUBMISSION TYPE: 11-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19961231 FILED AS OF DATE: 19970624 SROS: NYSE FILER: COMPANY DATA: COMPANY CONFORMED NAME: UNIVERSAL CORP /VA/ CENTRAL INDEX KEY: 0000102037 STANDARD INDUSTRIAL CLASSIFICATION: WHOLESALE-FARM PRODUCT RAW MATERIALS [5150] IRS NUMBER: 540414210 STATE OF INCORPORATION: VA FISCAL YEAR END: 0630 FILING VALUES: FORM TYPE: 11-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-00652 FILM NUMBER: 97628633 BUSINESS ADDRESS: STREET 1: P O BOX 25099 STREET 2: 1501 N HAMILTON ST CITY: RICHMOND STATE: VA ZIP: 23230 BUSINESS PHONE: 8043599311 MAIL ADDRESS: STREET 1: PO BOX 25099 CITY: RICHMOND STATE: VA ZIP: 23260 FORMER COMPANY: FORMER CONFORMED NAME: UNIVERSAL LEAF TOBACCO CO INC DATE OF NAME CHANGE: 19880314 11-K 1 UNIVERSAL CORPORATION 11-K SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 11-K [ X ] Annual report pursuant to section 15(d) of the Securities Exchange Act of 1934 [fee required] for the fiscal year ending December 31, 1996. OR [ ] Transition report pursuant to section 15(d) of the Securities Exchange Act of 1934 [no fee required] Commission file number 1-652 A. Full title of the Plan: EMPLOYEES' STOCK PURCHASE PLAN OF UNIVERSAL LEAF TOBACCO COMPANY, INCORPORATED AND DESIGNATED AFFILIATED COMPANIES B. Name of the issuer of the securities held pursuant to the plan and the address of its principle executive office: UNIVERSAL CORPORATION 1501 NORTH HAMILTON STREET RICHMOND, VIRGINIA 23260 (804) 359-9311 1 SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the Plan Administrator has duly caused this annual report to be signed on its behalf by the undersigned hereunto duly authorized. EMPLOYEES' STOCK PURCHASE PLAN OF UNIVERSAL LEAF TOBACCO COMPANY, INCORPORATED AND DESIGNATED AFFILIATED COMPANIES DATE: June 24, 1997 /s/ Hartwell H. Roper -------------- --------------------- Hartwell H. Roper EXECUTIVE VICE PRESIDENT AND CHIEF FINANCIAL OFFICER Universal Leaf Tobacco Company, Inc. 2 FINANCIAL STATEMENTS AND SUPPLEMENTAL SCHEDULES EMPLOYEES' STOCK PURCHASE PLAN OF UNIVERSAL LEAF TOBACCO COMPANY, INCORPORATED AND DESIGNATED AFFILIATED COMPANIES YEARS ENDED DECEMBER 31, 1996 AND 1995 WITH REPORT OF INDEPENDENT AUDITORS Employees' Stock Purchase Plan of Universal Leaf Tobacco Company, Incorporated and Designated Affiliated Companies Financial Statements and Supplemental Schedules Years ended December 31, l996 and 1995 with Report of Independent Auditors TABLE OF CONTENTS
Page ---- Report of Independent Auditors............................................................1 Financial Statements Statements of Net Assets Available for Plan Benefits, With Fund Information...............2 Statement of Changes in Net Assets Available for Plan Benefits, With Fund Information.....3 Notes to Financial Statements.............................................................4 Supplemental Schedules Schedules --------- Item 27a - Schedule of Assets Held for Investment Purposes................................1 Item 27d - Schedule of Reportable Transactions............................................2
Report of Ernst & Young LLP, Independent Auditors Human Resources and Retirement Committee, Employees' Stock Purchase Plan of Universal Leaf Tobacco Company, Incorporated and Designated Affiliated Companies We have audited the accompanying statements of net assets available for plan benefits of the Employees' Stock Purchase Plan of Universal Leaf Tobacco Company, Incorporated and Designated Affiliated Companies (the Plan) as of December 31, 1996 and 1995, and the related statement of changes in net assets available for plan benefits for the year ended December 31, 1996. These financial statements are the responsibility of the Plan's management. Our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits in accordance with generally accepted auditing standards. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion. In our opinion, the financial statements referred to above present fairly, in all material respects, the net assets available for plan benefits of the Plan at December 31, 1996 and 1995, and the changes in its net assets available for plan benefits for the year ended December 31, 1996, in conformity with generally accepted accounting principles. Our audits were made for the purpose of forming an opinion on the basic financial statements taken as a whole. The accompanying supplemental schedules of assets held for investment purposes as of December 31, 1996, and reportable transactions for the year then ended, are presented for purposes of complying with the Department of Labor's Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974, and are not a required part of the basic financial statements. The Fund Information in the statement of net assets available for plan benefits and the statement of changes in net assets available for plan benefits is presented for purposes of additional analysis rather than to present the net assets available for plan benefits and changes in net assets available for plan benefits of each fund. The supplemental schedules and Fund Information have been subjected to the auditing procedures applied in our audits of the basic financial statements and, in our opinion, are fairly stated in all material respects in relation to the basic financial statements taken as a whole. Ernst & Young LLP Richmond, Virginia June 20, 1997 Employees' Stock Purchase Plan of Universal Leaf Tobacco Company, Incorporated and Designated Affiliated Companies Statements of Net Assets Available for Plan Benefits, With Fund Information
DECEMBER 31, 1996 ------------------------------------------------------------------- Fund Information ------------------------------------------------------- Non-Participant Participant Directed Directed ------------------------------------------------------- Universal Lawyers Title Universal Corporation Corporation Fixed Corporation Common Common Income Common Stock Fund Stock Fund Fund Stock Fund Total ------------------------------------------------------------------- Common stock of Universal Corporation, at market: 1,331,520 shares $19,938,159 $ - $ - $22,836,921 $42,775,080 Common stock of Lawyers Title Corporation, at market: 45,066 shares - 884,420 - - 884,420 Investment in a fund consisting of guaranteed investment contracts; 761,304 units - - 761,304 - 761,304 Temporary cash investments 374 - 4,076 429 4,879 ------------------------------------------------------------------- Net assets available for plan benefits $19,938,533 $884,420 $765,380 $22,837,350 $44,425,683 ===================================================================
DECEMBER 31, 1995 ----------------------------------------------------------------------------- Fund Information ---------------------------------------------------------- Non-Participant Participant Directed Directed ---------------------------------------------------------- Universal Lawyers Title Universal Corporation Corporation Fixed Corporation Common Common Income Common Stock Fund Stock Fund Fund Stock Fund Total ------------------------------------------------------------------------ Common stock of Universal Corporation, at market: 1,401,209 shares $16,195,968 $ - $ - $17,958,502 $34,154,470 Common stock of Lawyers Title Corporation, at market: 68,024 shares - 1,300,959 - - 1,300,959 Investment in a fund consisting of guaranteed investment contracts; 666,674 units - - 666,674 - 666,674 Temporary cash investments 3,671 - 2,435 4,071 10,177 ------------------------------------------------------------------------ Net assets available for plan benefits $16,199,639 $1,300,959 $669,109 $17,962,573 $36,132,280 ========================================================================
See accompanying notes. 2 Employees' Stock Purchase Plan of Universal Leaf Tobacco Company, Incorporated and Designated Affiliated Companies Statement of Changes in Net Assets Available for Plan Benefits, With Fund Information
YEAR ENDED DECEMBER 31, 1996 -------------------------------------------------------------------- Fund Information -------------------------------------------------------- Non-Participant Participant Directed Directed -------------------------------------------------------- Universal Lawyers Title Universal Corporation Corporation Fixed Corporation Common Common Income Common Stock Fund Stock Fund Fund Stock Fund Total -------------------------------------------------------------------- -------------------------------------------------------------------- Investment income: Net appreciation in market value of investments $ 4,949,386 $ 18,532 $ - $5,621,519 $10,589,437 Cash dividends 671,875 - - 756,857 1,428,732 Interest 3,919 - 45,555 4,414 53,888 -------------------------------------------------------------------- 5,625,180 18,532 45,555 6,382,790 12,072,057 Contributions: Employer - - - 1,525,781 1,525,781 Employee 1,437,291 - 111,135 - 1,548,426 Credits from forfeitures - - - 22,645 22,645 -------------------------------------------------------------------- 7,062,471 18,532 156,690 7,931,216 15,168,909 Withdrawals and forfeitures of employees' accounts (3,407,047) (257,573) (60,419) (3,150,467) (6,875,506) Transfer among funds 83,470 (177,498) - 94,028 - -------------------------------------------------------------------- Net increase (decrease) 3,738,894 (416,539) 96,271 4,874,777 8,293,403 Net assets available for plan benefits: December 31, 1995 16,199,639 1,300,959 669,109 17,962,573 36,132,280 -------------------------------------------------------------------- December 31, 1996 $19,938,533 $ 884,420 $765,380 $22,837,350 $44,425,683 ====================================================================
See accompanying notes. 3 Employees' Stock Purchase Plan of Universal Leaf Tobacco Company, Incorporated and Designated Affiliated Companies Notes to Financial Statements Years ended December 31, l996 and 1995 1. DESCRIPTION OF THE PLAN A complete description of Plan provisions including those relating to vesting, withdrawals and distributions is contained in the Summary Plan Description and the Plan document which has been filed with the Securities and Exchange Commission. Copies of these documents and the prospectus relating to the Plan are available from the Universal Corporation Benefits Department. The following summary should be read in conjunction with the aforementioned documents. GENERAL The Plan is a defined contribution plan sponsored by Universal Leaf Tobacco Company, Incorporated (the Sponsor) for the benefit of certain salaried employees of the sponsor and designated affiliated companies (Employers). The Plan is subject to the provisions of the Employee Retirement Income Security Act of 1974 (ERISA). CONTRIBUTIONS After one year of service, employees may elect to contribute 1% to 5% of their total pay (including overtime and bonuses) by means of monthly payroll deductions. Employers match 100% of employee contributions except to the extent that the employer contribution is reduced by forfeitures from withdrawing participants. Employees may elect to invest in the Universal Corporation Common Stock Fund, Fixed Income Fund or to divide their contributions equally between the two funds. Employers' contributions are invested only in the Universal Corporation Common Stock Fund. PARTICIPANT ACCOUNTS Each participant's account is credited with the participant's contributions, the Employer's matching contribution and credit from forfeitures and an allocation of the Plan's investment income. The benefit to which a participant is entitled is the benefit that can be provided from the participant's account. 4 Employees' Stock Purchase Plan of Universal Leaf Tobacco Company, Incorporated and Designated Affiliated Companies Notes to Financial Statements (continued) 1. DESCRIPTION OF THE PLAN (CONTINUED) VESTING Participants are fully vested in participant contributions and in Employer contributions in the event of retirement, disability or death. Otherwise, vesting in the Employer contributions occurs according to the following schedule: YEARS OF SERVICE VESTING PERCENTAGE ------------------- --------------------------- 0-4 0% 5 100% BENEFITS Participants who retire or become disabled may receive a distribution in a single lump sum or in annual installments over a period not to exceed ten years. TERMINATION While the sponsor has not expressed any intent to terminate the Plan, it is free to do so at any time, subject to the provisions of ERISA. In the event of Plan termination, participants will become fully vested in their accounts. LAWYERS TITLE CORPORATION SHARES During October 1991, each participant elected to either sell or hold all Lawyers Title Corporation shares distributed to them as a dividend from Universal Corporation in conjunction with the spin off of the Lawyers Title subsidiary. Participants continuing to hold Lawyers Title Corporation shares may elect to sell 100% of their holdings as part of their regular semi-annual elections and have the proceeds invested in Universal Corporation Common Stock. No additional investments in Lawyers Title Corporation Common Stock are permitted under the Plan. 5 Employees' Stock Purchase Plan of Universal Leaf Tobacco Company, Incorporated and Designated Affiliated Companies Notes to Financial Statements (continued) 1. DESCRIPTION OF THE PLAN (CONTINUED) Pursuant to an IRS Ruling and applicable Treasury Regulations, participants were required to allocate their tax basis in the Universal Corporation Common Stock held at the time of the distribution between their Universal Corporation Common Stock and Lawyers Title Corporation Common Stock (including any fractional share interest) in proportion to their relative fair market values at that time. Based on the average of the high and low trading prices of Universal Corporation Common Stock and Lawyers Title Corporation Common Stock on October 1, 1991, 95.343 percent of the basis was allocated to Universal Corporation Common Stock and 4.657 percent was allocated to Lawyers Title Corporation Common Stock. 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES INVESTMENTS The Plan's investments are held by a bank-administered trust fund. Investments in the Common Stock Funds are carried at market value based upon quotations from the New York Stock Exchange. Dividends are recorded on the record date, and interest is accrued as earned. Assets of the Fixed Income Fund are primarily invested in the Stable Value Fund I, a pooled fund of guaranteed investment contracts issued by life insurance companies and managed by Signet Trust Company. The guaranteed investment contracts are valued at cost, which approximates market value. The rate of return of the fund is based on the crediting rate of the underlying guaranteed investment contracts. These contracts generally provide for a fixed rate of return over the term of the contract. During 1996 the average yield for the fund was 6.5% (6.7% in 1995), and at December 31, 1996 and 1995 the average yield was approximately 6.5%. ESTIMATES AND ASSUMPTIONS The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. Actual results could differ from those estimates. 6 Employees' Stock Purchase Plan of Universal Leaf Tobacco Company, Incorporated and Designated Affiliated Companies Notes to Financial Statements (continued) 3. INCOME TAXES The Plan has been determined by the Internal Revenue Service to be qualified under Section 401(a) of the Internal Revenue Code and the related trust to be exempt from taxation under Section 501(a). Continued qualification of the Plan will depend on continued operation under the approved form. The Plan has been amended since receiving the tax determination letter; however, Universal Leaf Tobacco Company, Incorporated is not aware of any series of events or course of actions that may have adversely affected the qualified status of the Plan. Until such time as a participant or his beneficiary withdraws from the Plan, no income tax is payable by the participant on contributions made by his employer on his behalf or interest and dividends added to his account. The income tax ramifications to employees with respect to the Plan are described in the Prospectus covering the Plan which is available to all employees. 4. RELATED PARTY TRANSACTIONS The administrative expenses of the Plan, which include Trustee's fees of $54,015 and $55,176 during the years ended December 31, l996 and 1995, respectively, are paid by the Sponsor and are not included in the accompanying financial statements. Under the provisions of the Plan, shares of Universal Corporation Common Stock may be purchased from employees, including officers, at the closing price on the New York Stock Exchange on the date of purchase. Purchases from employees totaled $1,029,958 and $740,976 during the years ended December 31, 1996 and 1995, respectively. Included in these amounts are purchases from officers which amounted to $256,435 and $142,967 during the years ended December 31, l996 and 1995, respectively. 7 Supplemental Schedules Schedule 1 Item 27a - Schedule of Assets Held for Investment Purposes SCHEDULE 1 Employees' Stock Purchase Plan of Universal Leaf Tobacco Company, Incorporated and Designated Affiliated Companies Item 27a - Schedule of Assets Held for Investment Purposes December 31, 1996 MARKET NAME AND TITLE COST VALUE - --------------------------------------------- ---------------------------- UNIVERSAL CORPORATION COMMON STOCK FUND Common stock of Universal Corporation* $25,616,021 $42,775,080 Temporary cash investments 803 803 ---------------------------- $25,616,824 $42,775,883 ============================ LAWYERS TITLE CORPORATION COMMON STOCK FUND Common stock of Lawyers Title Corporation $ 153,852 $ 884,420 ============================ FIXED INCOME FUND Stable Value Fund I $ 761,304 $ 761,304 Temporary cash investments 4,076 4,076 ---------------------------- $ 765,380 $ 765,380 ============================ *Indicates party-in-interest to the Plan. Schedule 2 Item 27d - Schedule of Reportable Transactions SCHEDULE 2 Employees' Stock Purchase Plan of Universal Leaf Tobacco Company, Incorporated and Designated Affiliated Companies Item 27d- Schedule of Reportable Transactions December 31, 1996
CURRENT VALUE OF ASSET IDENTITY OF PARTY PURCHASE SELLING COST OF ON NET GAIN INVOLVED DESCRIPTION PRICE PRICE ASSET TRANSACTION OR (LOSS) DATE - ------------------------------------------------------------------------------------------------------------------------------------ Category (iii) - Series of Transactions in Excess of 5% of Plan Assets - ------------------------------------------------------------------------ Signet Trust Co. Purchased shares of The Virtus Money Market Fund II at $1/share through a series of 48 individual transactions $3,628,230 Signet Trust Co. Sold shares of The Virtus Money Market Fund II at $1/share through a series of 135 individual transactions $3,320,947 $3,320,947 $3,320,947 - ** Purchased 160,921 shares of Universal Stock at various prices in a series of 240 transactions $4,257,247
There were no category (i), (ii), or (iv) reportable transactions during 1996. ** Transaction made on market.
EX-23 2 EXHIBIT 23 EXHIBIT 23 CONSENT OF ERNST & YOUNG LLP, INDEPENDENT AUDITORS We consent to the incorporation by reference in the Registration Statement (Form S-8 No. 33-21781) pertaining to the Employees' Stock Purchase Plan of Universal Leaf Tobacco Company, Incorporated, and Designated Affiliated Companies and in the related Prospectus of our report dated June 20, 1997, with respect to the financial statements and schedules of the Employees' Stock Purchase Plan of Universal Leaf Tobacco Company, Incorporated, and Designated Affiliated Companies included in this Annual Report (Form 11-K) for the year ended December 31, 1996. Ernst & Young LLP Richmond, Virginia June 20, 1997
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