-----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, Ns8HTWv29i9PFqQli7gIC/1A3/uEWtV9aWK8JtuSh7/J1W6vihmv6nyziEyvS2AV 8NSkCMyJIpMwaMqASC+oNQ== /in/edgar/work/20000810/0000916641-00-001101/0000916641-00-001101.txt : 20000921 0000916641-00-001101.hdr.sgml : 20000921 ACCESSION NUMBER: 0000916641-00-001101 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20000810 ITEM INFORMATION: ITEM INFORMATION: FILED AS OF DATE: 20000810 FILER: COMPANY DATA: COMPANY CONFORMED NAME: UNIVERSAL CORP /VA/ CENTRAL INDEX KEY: 0000102037 STANDARD INDUSTRIAL CLASSIFICATION: [5150 ] IRS NUMBER: 540414210 STATE OF INCORPORATION: VA FISCAL YEAR END: 0630 FILING VALUES: FORM TYPE: 8-K SEC ACT: SEC FILE NUMBER: 001-00652 FILM NUMBER: 691746 BUSINESS ADDRESS: STREET 1: 1501 NORTH HAMILTON STREET STREET 2: PO BOX 25099 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 8-K 1 0001.txt FORM 8-K SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ----------- FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report: August 10, 2000 (Date of earliest event reported) UNIVERSAL CORPORATION --------------------- (Exact Name of Registrant as Specified in its Charter) Virginia 1-652 54-0414210 -------- ----- ---------- (State or Other Jurisdiction (Commission File Number) (IRS Employer of Incorporation) Identification No.) 1501 North Hamilton Street Richmond, Virginia 23230 ------------------ ----- (Address of Principal Executive Offices) (Zip Code) Registrant's telephone number, including area code: --------------------------------------------------- (804) 359-9311 Item 5. Other Events. The press releases issued by the Registrant on August 10, 2000 attached hereto as Exhibit 99.1 and 99.2 are incorporated herein by reference. Item 7. Financial Statements, Pro Forma Financial Information and Exhibits. (c) Exhibits. No. Description --- ----------- 99.1 Press Release Reporting Fiscal Year Earnings.* 99.2 Press Release Announcing Quarterly Dividend.* - ------------- *Filed Herewith SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. UNIVERSAL CORPORATION (Registrant) Date: August 10, 2000 By: /s/ George C. Freeman, III -------------------------------------------- George C. Freeman, III Assistant Secretary Exhibit Index Exhibit Number Document - ------ -------- 99.1 Press Release Reporting Fiscal Year Earnings.* 99.2 Press Release Announcing Quarterly Dividend.* - ------------- *Filed Herewith EX-99.1 2 0002.txt PRESS RELEASE ANNOUNCING FISCAL YEAR EARNINGS Logo Universal Corporation P.O. Box 25099 Richmond, VA 23260 o phone: (804) 359-9311 o fax (804) 254-3594 PRESS RELEASE CONTACT RELEASE Karen M. L. Whelan Immediately Phone: (804) 359-9311 Fax: (804) 254-3594 Email: investor@universalleaf.com Universal Corporation Reports Fiscal Year Earnings Richmond, VA, August 10, 2000 / PRNEWSWIRE Henry H. Harrell, Chairman and Chief Executive Officer of Universal Corporation, announced today that earnings for the company's fiscal year that ended on June 30, 2000, were $113.8 million or $3.77 per diluted share. In its fourth fiscal quarter, the company earned $19.7 million or $.69 per diluted share. Results for the quarter and the year included restructuring charges of approximately $11 million before taxes ($7 million after taxes or $.23 per diluted share for the year). During the prior fiscal year, the company earned $127.3 million ($3.80 per diluted share) for the year and $29.4 million ($.91 per diluted share) for the quarter. Revenues declined from $4 billion in fiscal year 1999 to $3.4 billion in the year that ended on June 30, 2000. The decline was mainly attributable to the lower volumes of U.S. tobacco handled from smaller U.S. crops. For the quarter, revenues were up slightly to about $614 million from $605 million in the prior year. Although earnings from the company's tobacco operations were down for both the quarter and the fiscal year, management believes that the company performed well under the difficult conditions that have characterized world tobacco markets during the year. The volume of tobacco that Universal purchased and processed in the United States declined significantly as a result of much smaller U. S. flue-cured and burley crops. Total U.S. flue-cured and burley marketings during the company's fiscal year 2000 declined by 14% compared to the previous year. On the other hand, the company's aggregate volumes of flue-cured and burley tobaccos handled from markets outside the United States increased for the year, led by Brazil, which had a large flue-cured crop. African volumes were lower due to smaller crops in Zimbabwe and Tanzania. Dark tobacco volumes were adversely affected by delayed shipments from Indonesia and the Dominican Republic, and by the lower quality of Indonesian wrapper and binder tobaccos. -- M O R E -- The weakness in U.S. markets and prospects for a continuing decline in U.S. crops, as they continue to be less competitive in world markets, led the company to close some operations in the United States and to reduce its workforce. These closures, while painful, were necessary to better match Universal's production capacity with the anticipated smaller crops. Accordingly, Universal recognized a restructuring charge of almost $11 million before taxes in its fourth fiscal quarter. Results in lumber and building products distribution continue to demonstrate good growth due to improved volumes despite the continued impact of a strong U. S. dollar on both revenues and earnings of this guilder-based operation. Results of the agri-products business lagged last year's performance because of adverse conditions in world markets for tea and confectionery sunflower seeds, which affected both volumes and margins. Low world prices and reduced sales to Russia and the Middle East affected tea markets, while severe price competition from Argentina and China contributed to the decline in confectionery sunflower seeds. Universal's stock repurchase program is continuing. Since May 1998, the company has purchased nearly 8 million shares leaving approximately 28.1 million shares outstanding at June 30, 2000. Of the $300 million authorized, the company has spent $211.6 million. Mr. Harrell stated, "Universal has performed extremely well this year, given the very challenging environment. But for the restructuring costs, earnings per share would have been well ahead of those of fiscal year 1999. Revenues have suffered in response to the impact on leaf demand of continuing economic difficulties in parts of Asia and the former Soviet Union and higher cigarette prices and excise taxes in the United States. While current world leaf production is lower, large unsold stocks held by the U.S. Stabilization Cooperative and some dealers have created very competitive conditions. We are cautiously optimistic about our growth prospects for the coming year. We see some potential for improvement in demand from Asia, Russia, and Eastern Europe, and the rate of decline in U.S. cigarette sales has diminished. These factors, together with lower crops in some production areas, could help reduce excess supplies. Although we are concerned about the political and economic turmoil in Zimbabwe, at this time we do not anticipate any significant impact on fiscal year 2001 earnings. Conditions in our lumber and building products business are good with strong volume although the continued strength of the U.S. dollar could adversely affect their results. That we have done so well in today's environment is a credit to our dedicated employees and strong customer relationships." The company cautions readers that any forward-looking statements contained herein are based upon management's current knowledge and assumptions about future events, including anticipated levels of demand for and supply of the company's products and services, costs incurred in providing these products and services, timing of shipments to customers, and general economic, political, market, and weather conditions. Lumber and building products earnings are also affected by changes in exchange rates between the U.S. dollar and the guilder (Euro). Actual results, therefore, could vary from those expected. For more details on factors that could affect expectations, see the Management's Discussion and Analysis section of the company's Annual Report on Form 10-K for the year ended June 30, 1999, as filed with the Securities and Exchange Commission. For more information, visit Universal's web site at www.universalcorp.com. -- MORE -- UNIVERSAL CORPORATION UNAUDITED STATEMENTS OF INCOME FOR THE QUARTERS ENDED JUNE 30, 2000 AND 1999 (Dollars in thousands, except per-share amounts)
Three Months 2000 1999 ----- ---- Sales and other operating revenues $614,114 $605,085 Costs and expenses Cost of goods sold 454,535 442,469 Selling, general and administrative 104,593 104,313 Restructuring costs 10,958 -------- -------- Operating income Equity in pretax earnings of unconsolidated affiliates 4,424 7,045 Interest expense 16,395 15,301 -------- -------- Income before income taxes and other items Income taxes 11,510 17,737 Minority interests 850 2,869 -------- -------- Net income $ 19,697 $ 29,441 ======== ======== Earnings per share $.69 $.69 Diluted earnings per share $.69 $.69 Denominator for earnings per share (weighted average shares) Basic 28,532,200 32,574,621 Diluted 28,533,683 32,587,722 See accompanying notes.
-- M O R E -- UNIVERSAL CORPORATION UNAUDITED STATEMENTS OF INCOME FOR THE YEARS ENDED JUNE 30, 2000 AND 1999 (Dollars in thousands, except per-share amounts)
Year 2000 1999 ---- ---- Sales and other operating revenues $3,430,762 $4,004,903 ---------- ---------- Costs and expenses Cost of goods sold 2,832,750 3,394,419 Selling, general and administrative 353,130 355,928 Restructuring costs 10,958 ---------- ---------- Operating income Equity in pretax earnings of unconsolidated affiliates 12,532 14,066 Interest expense 56,869 56,837 ---------- ---------- Income before income taxes and other items Income taxes 68,221 75,963 Minority interests 7,561 8,546 ---------- ---------- Net income $ 113,805 $ 127,276 ========== ========== Earnings per share $.69 $.69 Diluted earnings per share $.69 $.69 Denominator for earnings per share (weighted average shares) Basic 30,199,037 33,436,575 Diluted 30,205,017 33,476,753
See accompanying notes. -- M O R E -- NOTES 1. Certain amounts in prior year statements have been reclassified to conform to current year's presentation. 2. Contingencies: At June 30, 2000, total exposure under guarantees issued for banking facilities of unconsolidated affiliates and suppliers was approximately $53 million. Other contingent liabilities approximate $30 million. The company's Brazilian subsidiaries have been notified by the tax authorities of proposed adjustments to the income tax returns filed in prior years. The total contingent liability, including penalties and interest, approximates $23 million. The company believes the Brazilian tax returns filed were in compliance with the applicable tax code. The numerous proposed adjustments vary in complexity and amounts. While it is not feasible to predict the precise amount or timing of each proposed adjustment, the company believes that the ultimate disposition will not have a material adverse effect on the company's consolidated financial position or results of operations. 3. Comprehensive Income
Periods ended June 30 Three months Year ------------ ---- (in thousands) 2000 1999 2000 1999 ---- ---- ---- ---- Net income $19,697 $29,441 $113,805 $127,276 Foreign currency translation adjustment (7,095) (12,508) (21,140) (6,453) ------- ------- -------- -------- Comprehensive income $12,602 $16,933 $ 92,665 $120,823 ======= ======= ======== ======== 4. Reportable Segment Data (in thousands) Sales and other operating revenues Three months Year ------------ ---- Periods ended June 30, 2000 1999 2000 1999 ---- ---- ---- ---- Tobacco $358,582 $340,237 $2,401,644 $2,944,762 Lumber and building products 134,957 138,286 543,850 547,794 Agri-products 120,575 126,562 485,268 512,347 -------- -------- ---------- ---------- Total $614,115 $605,085 $3,430,762 $4,004,903 ======== ======== ========== ========== Operating income Three months Year ------------ ---- Periods ended June 30, 2000 1999 2000 1999 ---- ---- ---- ---- Tobacco $42,432 $57,870 $223,471 $240,561 Lumber and building products 6,335 6,584 26,029 24,427 Agri-products 3,649 3,918 14,403 17,538 ------- ------- -------- -------- Total segments 52,416 68,372 263,903 282,526 Less: Corporate expenses 3,964 3,024 17,447 13,904 Equity in pretax earnings of unconsolidated affiliates 4,424 7,045 12,532 14,066 ------- ------- -------- -------- Operating income $44,028 $58,303 $233,924 $254,556 ======= ======= ======== ========
5. During the quarters ended June 30, 2000 and 1999, the company recorded approximately $7 million and $6 million, respectively, in charges related to tobacco inventory valuation. Such charges were approximately $10 million for each of fiscal years 2000 and 1999. # # # EX-99.2 3 0003.txt PRESS RELEASE ANNOUNCING FISCAL QUARTERLY DIVIDEND Logo Universal Corporation P.O. Box 25099 Richmond, VA 23260 o phone: (804) 359-9311 o fax (804) 254-3594 PRESS RELEASE CONTACT RELEASE Karen M. L. Whelan Immediately Phone: (804) 359-9311 Fax: (804) 254-3594 Email: investor@universalleaf.com Universal Corporation Announces Quarterly Dividend Richmond, VA o August 10, 2000 / PRNEWSWIRE Henry H. Harrell, Chairman and Chief Executive Officer of Universal Corporation announced that the company's Board of Directors has declared a quarterly dividend of thirty-one cents ($.31) per share on the common shares of the company, payable November 13, 2000, to common shareholders of record at the close of business on October 9, 2000. They also fixed the voting record date on September 5, 2000, for the annual meeting of shareholders to be held on October 24, 2000. Universal Corporation is a diversified company with operations in tobacco, lumber, and agri-products. Its gross revenues for the fiscal year that ended on June 30, 1999, were approximately $4 billion. For more information, visit Universal's web site at www.universalcorp.com. # # # -----END PRIVACY-ENHANCED MESSAGE-----