-----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, TMf7KNMrlYpDy94Jd6vclsgEaghwOkz75C2vW4aCN1HZWfS2FhTvat/igrN6kn+a i/lP/N3Iq6gG5NpLxAGzww== 0000916641-96-000345.txt : 19960514 0000916641-96-000345.hdr.sgml : 19960514 ACCESSION NUMBER: 0000916641-96-000345 CONFORMED SUBMISSION TYPE: 10-Q PUBLIC DOCUMENT COUNT: 4 CONFORMED PERIOD OF REPORT: 19960331 FILED AS OF DATE: 19960513 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: 10-Q SEC ACT: 1934 Act SEC FILE NUMBER: 001-00652 FILM NUMBER: 96561688 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 10-Q 1 FORM 10-Q FOR THE 3RD QUARTER Page 1 of 18 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q [ x ] Quarterly Report Pursuant to Section 13 or 15 (d) of the Securities Exchange Act of 1934 For the Period Ended March 31, 1996 OR [ ] Transition Report Pursuant to Section 13 or 15 (d) of the Securities Exchange Act of 1934 For the Transition Period From to Commission file number 1-652 UNIVERSAL CORPORATION (Exact name of Registrant as specified in its charter) VIRGINIA 54-0414210 (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification Number) 1501 North Hamilton Street, Richmond, Virginia 23230 (Address of principal executive offices) (Zip code) Registrant's telephone number, including area code - (804) 359-9311 Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15 (d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes X No Common Stock, No par value - 35,042,051 shares outstanding as of May 13, 1996 PART I. FINANCIAL INFORMATION ITEM 1. FINANCIAL STATEMENTS Universal Corporation and Subsidiaries CONSOLIDATED STATEMENTS OF INCOME AND RETAINED EARNINGS Three and Nine Months Ended March 31, 1996 and 1995
Three Months Nine Months 1996 1995 1996 1995 ------------------------------ ------------------------------ Sales and other operating revenues $942,587 $991,270 $2,817,870 $2,622,217 Costs and expenses Cost of goods sold 803,056 867,411 2,425,009 2,267,385 Selling, general and administrative 85,925 76,329 242,682 237,500 Interest 19,474 20,541 51,786 55,216 -------------- ------------- -------------- -------------- 908,455 964,281 2,719,477 2,560,101 -------------- ------------- -------------- -------------- Income before income taxes and other items 34,132 26,989 98,393 62,116 Income taxes 13,639 10,090 39,348 24,131 Minority interests 2,752 4,013 5,617 6,258 -------------- ------------- -------------- -------------- Income from consolidated operations 17,741 12,886 53,428 31,727 Equity in net income (loss) of unconsolidated affiliates 686 (657) 2,591 (14) -------------- ------------- -------------- -------------- Net income $18,427 $12,229 $56,019 $31,713 ============== ============= ============== ============== Earnings per common share $.53 $.35 $1.60 $.91 ============== ============= ============== ============== Retained earnings - Beginning of period $323,595 $332,626 Net income 56,019 31,713 Cash dividends declared ($.76-1996; $.74-1995) (26,629) (25,918) -------------- -------------- Retained earnings - End of period $352,985 $338,421 ============== ============== Average common shares outstanding 35,035,516 35,009,358
2 Universal Corporation and Subsidiaries CONSOLIDATED BALANCE SHEETS
March 31, June 30, 1996 1995 --------------- --------------- ASSETS Current Cash and cash equivalents $175,305 $158,093 Accounts and notes receivable 530,864 392,797 Accounts receivable - unconsolidated affiliates 18,270 13,230 Inventories - at lower of cost or market: Tobacco 494,580 458,964 Lumber and building products 109,174 122,613 Agri-products 67,320 72,908 Other 15,124 11,988 Prepaid income taxes 1,744 8,371 Deferred income taxes 6,000 5,625 Other current assets 10,365 17,764 --------------- --------------- Total current assets 1,428,746 1,262,353 Real estate, plant and equipment - at cost Land 33,148 35,631 Buildings 215,732 211,146 Machinery and equipment 421,214 405,029 --------------- --------------- 670,094 651,806 Less accumulated depreciation 341,505 317,365 --------------- --------------- 328,589 334,441 Other assets Goodwill 123,743 127,501 Other intangibles 28,199 21,759 Investments in unconsolidated affiliates 28,352 23,433 Deferred income taxes 19,271 7,832 Other noncurrent assets 47,715 30,646 --------------- --------------- 247,280 211,171 --------------- --------------- $2,004,615 $1,807,965 =============== ===============
3 Universal Corporation and Subsidiaries CONSOLIDATED BALANCE SHEETS
March 31, June 30, 1996 1995 --------------- --------------- LIABILITIES AND SHAREHOLDERS' EQUITY Current Notes payable and overdrafts 521,913 $651,140 Commercial paper 50,000 Accounts payable 247,770 221,574 Accounts payable - unconsolidated affiliates 7,890 6,976 Customer advances and deposits 182,117 46,443 Accrued compensation 13,312 18,286 Income taxes payable 23,936 21,745 Current portion long-term obligations 91,734 31,476 --------------- --------------- Total current liabilities 1,138,672 997,640 Long - term obligations 313,445 284,948 Postretirement benefits other than pensions 46,885 48,007 Other long - term liabilities 49,984 52,962 Deferred income taxes 15,024 17,211 Minority interests 29,017 17,238 Shareholders' equity Preferred stock $100 par, 8% cumulative, authorized 75,000 shares, issued and outstanding 4 shares Additional preferred stock, no par value, authorized 5,000,000 shares, none issued or outstanding Common stock, no par value, authorized 50,000,000 shares, issued and outstanding 35,042,051 shares (35,030,314 at June 30, 1995) 75,929 75,749 Retained earnings 352,985 323,595 Foreign currency translation adjustments (17,326) (9,385) --------------- --------------- Total shareholders' equity 411,588 389,959 --------------- --------------- $2,004,615 $1,807,965 =============== ===============
4 Universal Corporation and Subsidiaries CONSOLIDATED STATEMENTS OF CASH FLOWS Nine Months Ended March 31, 1996 and 1995
1996 1995 ------------ ------------- CASH FLOWS FROM OPERATING ACTIVITIES: Net income $56,019 $31,713 Adjustments to reconcile net income to net cash provided by operating activities 34,600 41,800 Changes in operating assets and liabilities net of effects from purchase of businesses (21,257) (72,352) ------------ ------------- Net cash provided by operating activities 69,362 1,161 ------------ ------------- CASH FLOWS FROM INVESTING ACTIVITIES: Purchase of property, plant and equipment (25,500) (22,900) Purchase of businesses (net of cash acquired) (17,600) (60,800) Other (2,100) 1,500 ------------ ------------- Net cash used in investing activities (45,200) (82,200) ------------ ------------- CASH FLOWS FROM FINANCING ACTIVITIES: Repayment of short-term debt - net (80,300) (900) Repayment of long-term debt (27,400) Issuance of long-term debt 117,200 6,800 Proceeds from minority investment in a subsidiary 10,000 Issuance of common stock 50 200 Dividends paid (26,500) (25,600) ------------ ------------- Net cash used in financing activities (6,950) (19,500) ------------ ------------- Net increase (decrease) in cash and cash equivalents 17,212 (100,539) Cash and cash equivalents at beginning of period 158,093 166,820 ------------ ------------- CASH AND CASH EQUIVALENTS AT END OF PERIOD $175,305 $66,281 ============ =============
5 Universal Corporation and Subsidiaries NOTES TO CONSOLIDATED FINANCIAL STATEMENTS March 31, 1996 All figures contained herein are unaudited and stated in thousands of dollars 1) The Company's operating segments of domestic and foreign tobacco, lumber and building products and agri-products are seasonal by nature. Therefore, the results of operations for the nine-month period ended March 31, 1996 are not necessarily indicative of results to be expected for the year ending June 30, 1996. All adjustments necessary to fairly state the results for such period have been included and were of a normal recurring nature. 2) The Company provides guarantees for seasonal pre-export crop financing for some of its subsidiaries and unconsolidated affiliates. In addition, certain subsidiaries provide guarantees that ensure that Common Market subsidies and value-added taxes will be repaid if the crops are not exported or if the subsidies are not properly distributed to Common Market farmers. At March 31, 1996, total exposure under guarantees issued for banking facilities of unconsolidated affiliates was $3 million. Other contingent liabilities approximate $53 million and relate principally to Common Market guarantees. The Company considers the possibility of loss on any of these guarantees to be remote. 3) Effective in fiscal year 1995, the Company consolidated the results of African operations previously accounted for under the equity or cost methods of accounting. Financial data for the prior year's third quarter and nine months has been restated to reflect the consolidation. Before the effects of the consolidation, reported consolidated net income for the quarter and nine months ended March 31, 1995 was $10.3 million or $.29 per share and $31.1 million or $.89 per share, respectively. 4) The Company recognized in June 1995 a pre-tax restructuring charge of $15.6 million related to the consolidation of certain tobacco operations and a reduction in the number of employees. The charge included $7.2 million for the expected costs of severance payments related to approximately 200 employees throughout the Company. The non-severance portion of the charge was for the write-down of fixed assets in operations consolidated ($3.7 million), and other nonoperating restructuring costs ($1.7 million). As of March 31, 1996, cash payments of approximately $7.5 million had been made, $3.3 million of which was for the termination of leases and the balance to cover severance costs of 170 employees. 6 ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS Liquidity and Capital Resources Working capital at March 31, 1996, was $290 million compared to $265 million at June 30, 1995. The increase in working capital was accounted for by increases in current assets of $166 million and an increase in current liabilities of $141 million. The most significant increases were accounted for by accounts and notes receivable (up $138 million) and customer advances (up $136 million). These increases primarily relate to the Company's tobacco operations. Within the U.S., tobacco working capital needs are normally at their lowest point at June 30, while the third quarter of the fiscal year includes working capital requirements related to finalization of the current year's flue-cured and burley crops. In addition, foreign tobacco operations have advanced funds to farmers for fertilizer and seeds. The increase in customer advances at March 31 reflects domestic tobacco customer prepayments for the purchase of tobacco to be shipped in the near term. The Company has continued to invest advances for the purchase of the Brazilian crop as described in the Company's 1995 Annual Report to Shareholders. The consolidated balance sheet at March 31, 1996 includes approximately $100 million of such investments. Earnings from such investment vehicles has been less than 7% of consolidated pre-tax earnings for the nine months ended March 31, 1996. At June 30, 1996, the Company expects that all such funds will have been utilized for crop purchases. Generally the Company's international tobacco operations conduct business in U.S. dollars, thereby limiting foreign exchange risk to local production and overhead costs. Agri-product and lumber operations enter into foreign exchange contracts to hedge firm purchase and sales commitments for terms of less than six months. Interest rate risk is limited because customers in the tobacco business usually pre-finance purchases or pay market rates of interest for inventory purchased for their accounts. The liquidity and capital resources of the Company at March 31, 1996 remain adequate. Over the past two years the Company has announced restructuring plans related to the consolidation of certain tobacco operations and a reduction in the number of employees. These efforts have led to increased efficiency and streamlined operations. Through the nine months ended March 31, 1996, approximately $4.4 million of severance payments related to the fiscal year 1995 restructuring had been paid. In the first quarter of fiscal 1996, the Company made some minor structural changes in its U.S. tobacco operations. The $10 million of "Proceeds from minority investment in a subsidiary" in the Statement of Cash Flows represents cash proceeds from the issuance of stock in a newly formed subsidiary. The Company treated the issuance of these shares as an equity transaction and no gain or loss was recognized. In February 1996 the Company sold $100 million of 6.5% ten-year notes, in the public market, to provide long-term funding to repay long-term debt, as it matures over the next 12 - 15 months. The net proceeds were used initially to repay a portion of the Company's short-term bank debt and commercial paper. 7 Results of Operations 'Sales and Other Operating Revenues' decreased $49 million or 5% in the quarter and increased $196 million or 7.5% year-to-date. In the quarter, tobacco operations accounted for the majority of the decline as the U.S. burley crop was greatly reduced by adverse weather. For the nine-month period, tobacco revenues accounted for $106 million of the consolidated increase. The balance can be attributed to lumber and building product operations which were up $87 million. The revenue increase year-to-date related to lumber & building products was due to a combination of a stronger Dutch guilder vis-a-vis the U.S. dollar, and the inclusion of Heuvelman, a softwood distributor acquired last year, for the entire current year period versus four months reported in the prior fiscal year. Gross profits in the quarter increased $15.6 million to $140 million and increased year-to-date $38.1 million to $393 million. The majority of the gross profit improvement in both periods was realized in tobacco operations. In the United States the volumes of flue-cured tobacco bought and processed were up year-to-date. In addition, foreign tobacco gross profits for the nine months improved. Fiscal 1995 results included writedowns of $3.9 million related to dark tobacco operations, in the quarter and an additional $2.7 million year-to-date as a result of sharply depressed economic conditions in Eastern Europe which led to reduced sales activity in the region. Year-to-date lumber and building product gross profits benefited from the inclusion of Heuvelman for the full period, while gross profits in the quarter improved slightly. Late last year softwood prices began to decline due to over production in supplying countries and high inventory levels in Western European markets. This led to increasing pressure on prices and reduced margins. Margins remained depressed due to a sharp decline in European construction activity caused by severe winter weather. Lower purchase prices for raw lumber, and the advent of spring are expected to lead to increased construction activity and an improvement in softwood margins in fiscal 1997. Agri-product gross profits were down slightly in the quarter and nine-month periods. 'Selling and General and Administrative Expenses' in the quarter increased 12.5% in the quarter due to higher costs related to lumber and building products related to a stronger guilder and costs of servicing tobacco contracts. The increase was partially offset in the nine months due to the inclusion of a $3.8 million provision related to Eastern European customers last year. Interest expense was down in the current year due to lower average borrowing rates. The outlook for the remainder of the year is positive and prospects for next year appear favorable. The Brazilian market has opened and even though the operating environment remains difficult, the current crop is selling well and better results are expected. The African markets are just opening and good demand and larger volumes are expected. Planting has begun in the United States and, if weather conditions are favorable, larger leaf volumes are expected to be handled in the upcoming fiscal year. The improvement in overall market conditions and the increased operating efficiencies achieved should continue to benefit the Company. Although there are factors beyond management's control, such as fiscal policies in Brazil, the Company's balance and strength in the major tobacco origins provides a firm base for growth. The Brazilian government has reduced inflation rates to 20-year lows through fiscal policies included in its Plano Real economic plan, which entails financial control of items such as interest rates and exchange rates. In addition, the Brazilian government exercises control over taxation, trade policies, foreign investment and banking. Although there have been benefits realized from enacting the Plano Real, the long-term viability of the government's plan is dependent on various factors, including whether the current administration can continue to hold office, the level of foreign currency reserves, and the confidence of the Brazilian business sector. There were no significant changes in Brazil's fiscal policies during the quarter ended March 31, 1996, and none have been announced that would lead the Company to believe there would be a significant impact for the Company's fiscal year ending June 30, 1996. 8 PART II. OTHER INFORMATION ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K (a) Exhibits 3.2 By-laws as amended February 13, 1996 12 Ratio of Earnings to Fixed Charges (b) Reports on Form 8-K Form 8-K filed on February 20, 1996. The form describes an event on February 14, 1996, in which Universal Corporation entered into an Underwriting Agreement and a Terms Agreement with Dillon, Read & Co. Inc. and Wheat, First Securities, Inc. for the public offering of $100,000,000 aggregate principal amount of its 6 1/2% Notes Due February 15, 2006. On February 20, 1996, the 6 1/2% Notes were issued pursuant to an Indenture dated as of February 1, 1991 between Universal Corporation and Chemical Bank, as Trustee, and an Officers' Certificate dated as of February 20, 1996. 9 SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. Date: May 13, 1996 UNIVERSAL CORPORATION ------------------------------------ (Registrant) / s / Hartwell H. Roper ------------------------------------ Hartwell H. Roper, Vice President and Chief Financial Officer / s / William J. Coronado ------------------------------------ William J. Coronado, Controller (Principal Accounting Officer) EX-3 2 EXHIBIT 3.2 - BYLAWS EXHIBIT 3.2 February 13, 1996 BYLAWS of UNIVERSAL CORPORATION ****** ARTICLE I Shareholders Section 1. Shareholders shall be those persons in whose names shares of the Company are registered in its share transfer records, and a listing of the names drawn from such records as of a record date shall serve as conclusive evidence as to those shareholders eligible to vote their shares at any meeting of the shareholders. Section 2. Certificates evidencing shares of the Company shall only be issued for one or more full shares. Such shares shall only be transferable on the share transfer records of the Company by the owner in person, or by his attorney or legal representative, whose written evidence of authority shall be filed with the Company or its transfer agent. Section 3. The share transfer records of the Company shall not be closed following the declaration of a dividend on either the preferred or common shares. A record date shall be established in the resolution declaring such dividend or dividends and the transfer agent shall prepare a listing of the names of all the shareholders entitled to such dividend without actually closing the share transfer records for the transfer of shares. Section 4. Every shareholder of the Company shall be entitled to a stock certificate, signed by the Chairman of the Board, the President, or a Vice President of the Company and by its Secretary, or by any two officers duly authorized to perform this function by the Board of Directors. Where any such certificate is countersigned by its transfer agent and registered by its registrar, the signatures of any of the Company's officers, and the seal of the Company upon such stock certificate, may be facsimiles, engraved or printed, as may be authorized from time to time by the Board of Directors of the Company. Section 5. The annual meeting of the shareholders of the Company shall be held at its principal office located in Richmond, Virginia, or at such other place within or without the Commonwealth of Virginia as may from time to time be designated by the Board of Directors, on the 1fourth Tuesday in October of each year, for the purpose of electing Directors and for the transaction of such other business as may properly come before the meeting. In order for business to be properly brought before an annual meeting of shareholders, it must be (a) specified in the notice of meeting (or any supplement thereto) given by or at the direction of the Board of Directors, (b) otherwise properly brought before the meeting by or at the direction of the Board of Directors, or (c) otherwise properly brought before the meeting by a shareholder. For business to be properly brought before an annual meeting by a shareholder, the shareholder must have given timely notice thereof in writing to the Secretary of the Company. To be timely, a shareholder's notice must be delivered to or mailed and received at the principal office of the Company, not less than 60 days nor more than 90 days prior to the meeting. A shareholder's notice to the Secretary shall set forth as to each matter the shareholder proposes to bring before the annual meeting (i) a brief description of the business desired to be brought before the annual meeting and the reasons for conducting such business at the annual meeting, (ii) the name and address, as they appear on the Company's share transfer records, of the shareholder proposing such business, (iii) the class and number of shares of the Company which are beneficially owned by the shareholder, - -------- 1 At a meeting of the Board of Directors held on August 5, 1993, the Board amended the bylaws to cause the Annual Shareholders Meeting for the year ended June 30, 1993 to be held on the fourth Monday, instead of Tuesday, of October. Following this year, the bylaws shall remain in effect as of the fourth Tuesday of October. and (iv) any material interest of the shareholder in such business. Notwithstanding anything in these Bylaws to the contrary, no business shall be conducted at an annual meeting except in accordance with the procedures set forth in this Section 5. The Chairman of an annual meeting shall, if the facts warrant, determine and declare to the meeting that an item of business was not properly brought before the meeting in accordance with the provisions of this Section 5, and shall not be transacted. Notwithstanding the foregoing provisions of this Section 5, a shareholder shall also comply with all applicable requirements of the Securities Exchange Act of l934, as amended, and the rules and regulations thereunder with respect to the matters set forth in this Section 5. Section 6. At the call of the Chairman of the Board, the President, or by order of the Board of Directors, a special meeting of the shareholders of the Company may be held at such time and place as shall be designated in the notice of the meeting. Section 7. Written notice of an annual or special meeting of the shareholders shall be mailed to each shareholder of record entitled to vote under the provisions of the Articles of Incorporation of the Company as now in existence or as may be subsequently amended, at the address as it appears on the share transfer records of the Company, not less than ten nor more than sixty days before the meeting date, except as may otherwise be required by law. Notice of a special meeting shall state the purpose or purposes for which the meeting is called. Notice of any meeting of shareholders may be waived in writing or by attendance at the meeting in person or by proxy. Section 8. At all meetings of the shareholders, a majority of the shares entitled to vote at the record date for such meeting, represented in person or by proxy, shall constitute a quorum, provided that when a specified item of business is required to be voted on by one or more classes of shares, voting as a class, the holders of a majority of the shares of each such class shall constitute a quorum for the transaction of such specified item of business. If no quorum shall be present, the meeting may, without further notice, be adjourned from time to time until a quorum shall be present. All proxies must be in writing, signed by the shareholders and filed with the Secretary of the meeting. Section 9. The Chairman of the Board shall preside at all meetings of the shareholders and, in his absence, the President shall preside. All meetings of the shareholders shall be attended by the Secretary of the Company, and he shall, ex officio be the Secretary of such meetings. In his absence, a Secretary pro tempore may be appointed. ARTICLE II Board of Directors Section l. Only persons who are nominated in accordance with the procedures set forth in this Section l shall be eligible to serve as Directors. Nominations of persons for election to the Board of Directors of the Company may be made at an annual meeting of the shareholders (a) by or at the direction of the Board of Directors or (b) by any shareholder of the Company who is a shareholder of record at the time of giving notice provided for in this Section l, who shall be entitled to vote for the election of Directors at the meeting and who complies with the notice procedures set forth in this Section l. Such nominations, other than those made by or at the direction of the Board of Directors, shall be made pursuant to timely notice in writing to the Secretary of the Company. To be timely, a shareholder's notice shall be delivered to or mailed and received at the principal office of the Company not less than 60 days nor more than 90 days prior to the meeting. Such shareholder's notice shall set forth (a) as to each person whom the shareholder proposes to nominate for election or re-election as a Director, all information relating to such person that is required to be disclosed in the solicitation of proxies for election of Directors, or is otherwise required, in each case pursuant to Regulation 14A of the Securities Exchange Act of 1934, as amended (including such person's written consent to being named in the proxy statement as a nominee and to serving as a Director if elected); and (b) as to the shareholder giving the notice (i) the name and address, as they appear on the Company's share transfer records, of such shareholder and (ii) the class and number of shares of the Company which are beneficially owned by such shareholder. At the request of the Board of Directors, any person nominated by the Board of Directors for election as a Director shall furnish to the Secretary of the Company that information required to be set forth in a shareholder's notice of nomination which pertains to the nominee. No person shall be eligible for election as a Director of the Company unless nominated in accordance with the procedures set forth in this Section l. The Chairman of the meeting shall, if the facts warrant, determine and declare to the meeting that a nomination was not made in accordance with the provisions of this Section l and the defective nomination shall be disregarded. Notwithstanding the foregoing provisions of this Section l, a shareholder shall also comply with all applicable requirements of the Securities Exchange Act of l934, as amended, and the rules and regulations thereunder with respect to the matters set forth in this Section l. Section 2. The Board of Directors shall hold its meetings at such times and at such places within or without the Commonwealth of Virginia as it may from time to time designate, or if the Board has fixed no place, then at the principal office of the Company located in the City of Richmond, Virginia. A meeting may be called at any time by the Chairman, the President or by any three Directors. Meetings of the Board of Directors shall be held at least quarterly. Section 3. Immediately following the annual meeting of the shareholders at which the Directors are elected, an organizational meeting of the Board of Directors shall be held for the purpose of electing the officers of the Company and for the transaction of any other business which may be brought before it relating to the management of the business and affairs of the Company. No notice other than this Bylaw provision shall be required for the holding of this organizational meeting and for the transaction of business at such meeting or any adjournment thereof. Regular meetings of the Board of Directors may be held at such designated times and places as may be determined by the Board of Directors, and the notices of such regular meetings shall be in such form as may be prescribed by the Board of Directors. Notice of the time and place of special meetings of the Board of Directors shall be given to each Director by the Secretary of the Company or in his absence or inability to act, by the President, or by the Treasurer or by such other officer as may be designated by the Executive Committee, orally or in writing, in person or by mail, private courier, telephone, telegraph, teletype, or other similar form of wire or wireless communication. Notice of any meeting, regular or special, shall be deemed to have been duly given if delivered in whatever form and in sufficient time to permit the Director to whom the notice is given and received to attend the meeting using the ordinary and usual means of transportation normally available to the Director. If upon the request of any three Directors, the Secretary or other designated officer of the Company shall fail or refuse to call a meeting of the Board of Directors, then the call may be given provided it is in writing and signed by the three Directors requesting the meeting. Such notice, when so given to each other member of the Board of Directors, shall be deemed to be proper notice of the meeting. Section 4. A majority of the number of Directors fixed by the Bylaws shall constitute a quorum, but if upon a call for a meeting, there shall not be a quorum present, the Directors present may adjourn the meeting from time to time until a quorum is present. All questions coming before the Board of Directors shall be determined by the majority vote of the Directors present. ARTICLE III Committees Section 1. The Board of Directors may designate three or more of their number, of whom the Chief Executive Officer shall ex officio be a member, to constitute an Executive Committee, which shall have and exercise all the powers of the Board that may be lawfully delegated, including the power to authorize the seal of the Company to be affixed to such documents as may require it. The acts and records of the Executive Committee shall at all times be subject to the supervision and control of the Board of Directors when in session. A majority of the number of members of the Executive Committee shall constitute a quorum, and all questions coming before the Executive Committee shall be determined by the majority vote of the members of the Committee. Section 2. The Board of Directors may elect from their number a Finance Committee, consisting of not less than three members. The Chief Executive Officer shall ex officio be a member of the Committee. The Treasurer, who shall be under the control and supervision of the Committee, shall ex officio be entitled to attend all meetings of the Committee. The Finance Committee shall, subject at all times to the control of the Board of Directors, have general and special charge and control of all the financial affairs of the Company and shall have and exercise all of the powers of the Board of Directors in such financial matters when the latter is not in session. Section 3. The Board of Directors may elect from their number an Audit Committee, independent of management, consisting of not less than three of its members. The Audit Committee shall have the following duties and responsibilities: A. Review the proposed scope and general extent of the audit and the audit procedures which will be followed; B. Review with the Company's independent accountants and Company financial officers, upon completion of the audit, any report or opinion proposed to be rendered in connection therewith, the audited financial statements, any significant changes in accounting principles, and, in general, the results of the audit; C. Review with the Company's independent accountants and Company financial officers any significant recommendations which the independent accountants may have suggested to the Company with respect to improving internal financial and accounting controls, choice of accounting principles, or management reporting systems; such review to take place after receiving the responses of Company financial officers to the audit comments; D. Review with the Company's independent accountants, Company financial officers and the internal auditors the general policies and procedures utilized by the Company with respect to the adequacy of internal auditing and accounting controls; E. Review the activities of the Directors, officers, and employees of the Company with respect to conflicts of interest and unusual or questionable payments; F. Report to the Board of Directors upon any item which the Committee feels is significant enough to warrant Board attention; G. Present to the Board of Directors its recommendations with respect to the selection of the independent accountants for the ensuing year; and H. Undertake any other review and responsibilities as may be requested by the Board of Directors. Section 4. The Board of Directors may elect from their number an Executive Compensation Committee, consisting of not less than three of its members, a majority of whom shall be independent of management. The Executive Compensation Committee shall receive recommendations from the Chief Executive Officer with respect to the compensation of all officers and then fix such compensation. The Committee shall also review recommendations of the Chief Executive Officer regarding the Management Performance Plan or any similar plan, and make the appropriate allocations among eligible participants. 2Section 5. The Board of Directors may elect from their number a Pension Investment Committee, consisting of not less than three members. The - ----------- 2 At a meeting of the Board of Directors held on February 13, 1996, the Board amended the bylaws to cause a new Article III, Section 5 to define the responsibilities of the Pension Investment Committee and a renumbering of the old Article III, Section 5 to Article III, Section 6. Pension Investment Committee shall establish pension investment policies, select investment advisors and monitor the performance of pension investments with respect to the following qualified plans: Employee's Retirement Plan of Universal Leaf Tobacco Company, Incorporated and Designated Affiliated Companies, Hourly Employees' Pension Plan of Universal Leaf Tobacco Company, Incorporated and Designated Affiliated Companies, Hourly Employees' Retirement Plan of Universal Leaf Tobacco Company, Incorporated and Designated Affiliated Companies, Employee's 401(k) Savings Plan of Universal Leaf Tobacco Company, Incorporated and Designated Affil iated Companies and such other qualified employee benefit plans as may be added from time to time. This authority shall not cause the Pension Investment Committee to assume the role of "plan administrator," "trustee" or "custodian" for any employee benefit plan. Section 6. The Board of Directors may establish and charge with appropriate duties such other committees as it may deem necessary or desirable. ARTICLE IV Officers Section 1. The Board of Directors, at the organizational meeting following the annual meeting of the shareholders, shall elect the Chief Executive Officer, such officers as may be required by law, and such other officers as they may deem proper. From time to time and as necessary, additional officers may be elected by the Board of Directors. Section 2. The term of office of all officers shall be one year and until their respective successors are elected. Any officer may be removed from office by the Board of Directors at any time and with or without cause, unless otherwise stated by agreement in writing duly authorized by the Board of Directors. The officers of the Company shall have such duties as generally pertain to their respective offices, as well as such powers and duties as from time to time shall be conferred upon them by the Board of Directors. Section 3. In case of the absence or inability to act or disqualification of any officer, his duties shall be discharged by his associate or assistant officer, and if there be none and no other provision has been made therefor, the Board of Directors shall delegate his powers and duties to another officer or shall appoint some other person to act in his stead. ARTICLE V Emergency Provisions Section 1. The provisions of this Article shall be effective only in the event of and during the period of an emergency. An emergency exists for purposes of this Article if a quorum of the Board of Directors cannot be readily assembled because of some catastrophic event. Section 2. The officers and employees of the Company shall continue to conduct the affairs of the Company under such guidance from the Directors as may be available, except as to matters which by statute, notwithstanding the existence of the emergency, require approval of the Board of Directors and subject to conformance with any governmental directive during the emergency. Section 3. Any senior officer or Director may call a meeting of the Board of Directors, and those who are present at the meeting shall constitute a quorum of the Board for the full conduct and management of the business and affairs of the Company. Notice of the meeting given to those Directors, to whom it may readily be given under the existing circumstances, shall be sufficient and may be given by such means as it is feasible at the time, including by publication or by radio. Section 4. In the absence, disability or refusal to act of any officer, the Board of Directors may delegate such officer's powers to any other officer, or to any Director for the time being. ARTICLE VI Checks and Notes Section 1. All checks given by the Company in the course of its business shall be signed in such manner as prescribed from time to time by the Finance Committee. Section 2. All notes and bonds given by the Company in the course of its business shall be signed by any one of the Treasurer, Secretary, an Assistant Treasurer, or an Assistant Secretary, jointly together with any one of the Chairman, Vice Chairman, President, a Vice President, or by such other persons and in such manner as may be prescribed from time to time by the Finance Committee of the Board of Directors. ARTICLE VII Corporate Seal The corporate seal of the Company shall consist of two concentric circles, around the inner edge of which shall be engraved the words "UNIVERSAL CORPORATION, RICHMOND, VA." and across the center thereof the word "SEAL" and the figures "1918." ARTICLE VIII Use of Masculine Whenever a masculine term is used in these Bylaws, it shall be deemed to include the feminine. ARTICLE IX Dividends The Board of Directors may, subject to the provisions of the Articles of Incorporation of the Company, annually, semi-annually, quarterly or monthly, declare dividends as it may deem prudent. ARTICLE X Amendments These Bylaws may be altered, amended or repealed by vote of the majority of the whole number of Directors at any meeting of the Board of Directors, or by the shareholders at any annual meeting of the shareholders of the Company, or at any special meeting when due notice of such proposed amendment has been given, subject to the provisions of the Articles of Incorporation of the Company. EX-12 3 EXHIBIT 12 - RATIO OF EARNINGS TO FIXED CHARGE EXHIBIT 12. Universal Corporation and Subsidiaries RATIO OF EARNINGS TO FIXED CHARGES Nine Months Ended March 31, 1996 and 1995
1996 1995 ------------- -------------- Pretax income from continuing operations $98,393 $62,116 Pretax income of unconsolidated affiliates 3,875 874 Fixed charges 52,454 55,853 ------------- -------------- Earnings $154,722 $118,843 ============= ============== Interest $51,786 $55,216 Interest of unconsolidated affiliates 493 462 Debt discount amortization 175 175 ------------- -------------- Fixed Charges $52,454 $55,853 ============= ============== Ratio of Earnings to Fixed Charges 2.9 2.1 ============= ==============
EX-27 4 EXHIBIT 27 - FINANCIAL DATA SCHEDULE
5 0000102037 UNIVERSAL CORPORATION 1,000 9-MOS JUN-30-1996 MAR-31-1996 175,305 0 549,134 0 686,198 1,428,746 670,094 341,505 2,004,615 1,138,672 313,445 75,929 0 0 335,659 2,004,615 2,817,870 2,817,870 2,425,009 2,425,009 242,682 0 51,786 98,393 39,348 56,019 0 0 0 56,019 1.60 0
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