-----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, SHecgmBonEI77xADWGJeHUSYqOiNnWmHel8fyArhDTIzO9UUng6l+23NzKHFS2eB n5VItJAH/hYaqgU4t5iOPg== 0000916641-02-001029.txt : 20020628 0000916641-02-001029.hdr.sgml : 20020628 20020628103131 ACCESSION NUMBER: 0000916641-02-001029 CONFORMED SUBMISSION TYPE: 11-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20011231 FILED AS OF DATE: 20020628 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: 02690280 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 11-K 1 d11k.txt FORM 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, 2001. 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 23230 (804) 359-9311 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 28, 2002 /s/ Hartwell H. Roper --------------------------------- Hartwell H. Roper Executive Vice President and Chief Financial Officer Universal Leaf Tobacco Company, Inc. EMPLOYEES' STOCK PURCHASE PLAN OF UNIVERSAL LEAF TOBACCO COMPANY, INCORPORATED AND DESIGNATED AFFILIATED COMPANIES Audited Financial Statements and Supplemental Schedules Years ended December 31, 2001 and 2000 with Report of Independent Auditors Employees' Stock Purchase Plan of Universal Leaf Tobacco Company, Incorporated and Designated Affiliated Companies Audited Financial Statements and Supplemental Schedules Years ended December 31, 2001 and 2000 Contents Report of Independent Auditors....................................................................... 1 Financial Statements Statements of Net Assets Available for Benefits...................................................... 2 Statement of Changes in Net Assets Available for Benefits............................................ 3 Notes to Financial Statements........................................................................ 4 Supplemental Schedules Schedule H, Line 4i - Schedule of Assets Held for Investment Purposes at End of Year.................................................................................... 12 Schedule H, Line 4j - Schedule of Reportable Transactions............................................ 13
Report of Ernst & Young LLP, Independent Auditors Human Resources Policy and Planning Team 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 benefits of the Employees' Stock Purchase Plan of Universal Leaf Tobacco Company, Incorporated and Designated Affiliated Companies (the Plan) as of December 31, 2001 and 2000, and the related statement of changes in net assets available for benefits for the year ended December 31, 2001. 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 auditing standards generally accepted in the United States. 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 benefits of the Plan at December 31, 2001 and 2000, and the changes in its net assets available for benefits for the year ended December 31, 2001, in conformity with accounting principles generally accepted in the United States. Our audits were performed for the purpose of forming an opinion on the financial statements taken as a whole. The accompanying supplemental schedules of assets held for investment purposes at end of year as of December 31, 2001, and reportable transactions for the year then ended, are presented for purposes of additional analysis and are not a required part of the financial statements but are supplementary information required by the Department of Labor's Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974. These supplemental schedules are the responsibility of the Plan's management. The supplemental schedules have been subjected to the auditing procedures applied in our audits of the financial statements and, in our opinion, are fairly stated in all material respects in relation to the financial statements taken as a whole. /s/ Ernst & Young LLP Richmond, Virginia June 21, 2002 1 Employees' Stock Purchase Plan of Universal Leaf Tobacco Company, Incorporated and Designated Affiliated Companies Statements of Net Assets Available for Benefits
December 31 2001 2000 ---------------- ----------------- Common stock of Universal Corporation $ 33,290,537 $ 41,359,681 Common stock of LandAmerica Financial Group, Inc. 242,802 719,421 Fixed income fund 967,590 1,076,402 Temporary cash investments 909 6,489 ---------------- ----------------- Net assets available for benefits $ 34,501,838 $ 43,161,993 ================ =================
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 Benefits Year ended December 31, 2001 Investment income: Net appreciation in market value of investments $ 1,578,486 Cash dividends 1,351,866 Interest 65,165 ------------------- 2,995,517 Contributions: Employer 1,367,280 Employee 1,367,280 ------------------- 2,734,560 Withdrawals and forfeitures of employees' accounts (14,390,232) ------------------- Net decrease (8,660,155) Net assets available for benefits: December 31, 2000 43,161,993 ------------------- December 31, 2001 $ 34,501,838 ===================
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, 2001 and 2000 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 and attaining age 21, 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 nonvested 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 consists of 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 their 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 the lesser of ten years or the participant's life expectancy. 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. LandAmerica Financial Group, Inc. Shares During 1991, each participant elected to either sell or hold all LandAmerica Financial Group, Inc. (formerly Lawyers Title Corporation) shares distributed to them as a dividend from the spin-off from Universal Corporation. 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) LandAmerica Financial Group, Inc. Shares (continued) Participants continuing to hold LandAmerica Financial Group, Inc. 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 LandAmerica Financial Group, Inc. Common Stock are permitted under the Plan. 2. Summary of Significant Accounting Policies Basis of Accounting The financial statements have been prepared on the accrual basis of accounting. Investment Valuation and Income Recognition The Plan's investments are held by a bank-administered trust fund which changed from Wachovia to Bank of New York during 2000. 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. 6 Employees' Stock Purchase Plan of Universal Leaf Tobacco Company, Incorporated and Designated Affiliated Companies Notes to Financial Statements (continued) 2. Summary of Significant Accounting Policies (continued) Investment Valuation and Income Recognition (continued) The fixed income fund is primarily invested in the Stable Value Fund I, a pooled fund of investment contracts managed by Wachovia Asset Management. The investment contracts are valued at contract value, 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 2001 the average yield for the fund was 5.94% (6.48% in 2000), and at December 31, 2001 the crediting rating was 5.88% (6.60% at December 31, 2000). Estimates and Assumptions The preparation of financial statements in conformity with accounting principles generally accepted in the United States 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. 3. Investments During 2001, the Plan's investments in common stock (including investments purchased, sold, as well as held during the year) appreciated in fair value by $1,578,486. Information about the net assets and the significant components of changes in net assets related to the nonparticipant-directed investments is as follows:
December 31 2001 2000 ---------------- ----------------- Investments at fair value: Universal Corporation common stock $ 33,290,537 $ 41,359,681 Temporary cash investments 909 6,489 ---------------- ----------------- $ 33,291,446 $ 41,366,170 ================ =================
7 Employees' Stock Purchase Plan of Universal Leaf Tobacco Company, Incorporated and Designated Affiliated Companies Notes to Financial Statements (continued) 3. Investments (continued)
Year ended December 31, 2001 -------------------- Change in net assets: Contributions $ 2,579,400 Dividends 1,349,754 Interest 8,101 Net appreciation in market value 1,724,982 Withdrawals and forfeitures (13,739,314) Transfers between funds 2,353 -------------------- $ (8,074,724) ====================
4. Differences Between Financial Statements and Form 5500 The following is a reconciliation of net assets available for benefits per the financial statements to the Form 5500:
December 31, 2001 -------------------- Net assets available for benefits per the financial statements $ 34,501,838 Amounts allocated to withdrawn participants (28,020) -------------------- Net assets available for benefits per the Form 5500 $ 34,473,818 ====================
8 Employees' Stock Purchase Plan of Universal Leaf Tobacco Company, Incorporated and Designated Affiliated Companies Notes to Financial Statements (continued) 4. Differences Between Financial Statements and Form 5500 (continued) The following is a reconciliation of benefits paid to participants per the financial statements to the Form 5500:
Year ended December 31, 2001 -------------------- Benefits paid to participants per the financial statements $ 14,390,232 Add: Amounts allocated on Form 5500 to withdrawn participants at December 31, 2001 28,020 Less: Amounts allocated on Form 5500 to withdrawn participants at December 31, 2000 (543,141) -------------------- Benefits paid to participants per the Form 5500 $ 13,875,111 ====================
Amounts allocated to withdrawn participants are recorded on the Form 5500 for benefit claims that have been processed and approved for payment prior to year end but not yet paid. 5. Income Taxes The Plan has received a determination letter from the Internal Revenue Service dated July 7, 1995, stating the Plan is qualified under Section 401(a) of the Internal Revenue Code (the "Code") and, therefore, the related trust is exempt from taxation. Subsequent to this issuance of the determination letter, the Plan was amended. Once qualified, the Plan is required to operate in conformity with the Code to maintain its qualification. The Plan Sponsor believes the Plan is being operated in compliance with the applicable requirements of the Code and therefore, believes that the Plan, as amended, is qualified and the related trust is tax exempt. 6. Related Party Transactions The administrative expenses of the Plan, which included the trustee's fees ($37,015 in 2001) are paid by the Sponsor and are not included in the accompanying financial statements. 9 Employees' Stock Purchase Plan of Universal Leaf Tobacco Company, Incorporated and Designated Affiliated Companies Notes to Financial Statements (continued) 6. Related Party Transactions (continued) Under the provisions of the Plan, employees and officers may elect to sell shares of Universal Corporation common stock to the Plan semi-monthly. The trustee then sells the shares on the open market. Purchases from employees totaled $458,356 during the year ended December 31, 2001. Included in this amount are purchases from officers which amounted to $75,861. 10 Supplemental Schedules Schedule 1 Employees'Stock Purchase Plan of Universal Leaf Tobacco Company, Incorporated and Designated Affiliated Companies EIN: 54-0741848 Plan #002 Schedule H, Line 4i - Schedule of Assets Held for Investment Purposes at End of Year December 31, 2001
Description of Investment Including Number of Shares, Maturity Date, Rate of Interest, Identity of Issue, Borrower, Collateral, Par or Market Lessor or Similar Party Maturity Value Cost Value - ------------------------------------------------------------ -------------------------------------------------------------- Universal Corporation Common Stock Fund Common stock of Universal Corporation* 914,324 $ 23,580,506 $ 33,290,537 Temporary cash investments 909 909 909 ---------------------------------- $ 23,581,415 $ 33,291,446 ================================== LandAmerica Financial Group, Inc. Common Stock Fund Common stock of LandAmerica Financial Group, Inc. 8,460 ** $ 242,802 Fixed Income Fund Investments in a fund consisting of guaranteed investment contracts 967,590 ** 967,590 ----------------- $ 34,501,838 =================
*Indicates party-in-interest to the Plan. ** Participant - directed investment. 12 Schedule 2 Employees' Stock Purchase Plan of Universal Leaf Tobacco Company, Incorporated and Designated Affiliated Companies EIN: 54-0741848 Plan #002 Schedule H, Line 4j - Schedule of Reportable Transactions December 31, 2001
(h) Current Value of Asset (a) Identity of Party (c) Purchase (d) Selling (g) Cost of on Transaction (i) Net Gain Involved (b) Description Price Price Asset Date or (Loss) - ------------------------------------------------------------------------------------------------------------------------------------ Category (iii) - Series of Transactions in Excess of 5% of Plan Assets - ------------------------------------------ ** Universal Corporation Stock $ 3,845,442 $ - $ 3,845,442 $ 3,845,442 $ - - 6,308,056 3,742,922 6,308,056 2,565,134 Bank of New York Collective Short Term Investments Fund 10,792,988 - 10,792,988 10,792,988 - - 10,797,551 10,797,551 10,797,551 -
There were no category (i), (ii), or (iv) reportable transactions during 2001. Columns (e) and (f) are not applicable. ** Transactions made on market. 13 EX-23.1 3 dex231.txt AUDITORS' CONSENT 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 21, 2002, 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, 2001. /s/ Ernst & Young LLP Richmond, Virginia June 21, 2002 -----END PRIVACY-ENHANCED MESSAGE-----