-----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, FL39S48EkMj8+yJC7uuGjWBIxIuy7VRyo92CDbls9kk+HlzmY8xFZLdeJx0Ic8Xx Uy8HytU6rO2CaeQ5T1vTRQ== 0001002105-99-000080.txt : 19990510 0001002105-99-000080.hdr.sgml : 19990510 ACCESSION NUMBER: 0001002105-99-000080 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19990423 ITEM INFORMATION: ITEM INFORMATION: FILED AS OF DATE: 19990507 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: 8-K SEC ACT: SEC FILE NUMBER: 001-00652 FILM NUMBER: 99614129 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 8-K 1 8-K - UNIVERSAL CORPORATION ================================================================================ 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: April 23, 1999 (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. Change in Transfer Agent. Effective April 23, 1999, Wachovia Bank, N.A. ("Wachovia") has withdrawn as Transfer Agent, Registrar, Dividend Paying Agent and Automatic Dividend Reinvestment Plan Administrator for Universal Corporation (the "Company"). By an agreement effective as of April 23, 1999, the Company has appointed Norwest Bank Minnesota, N.A. ("Norwest") to serve as the Company's Transfer Agent, Registrar, Dividend Disbursing Agent and Automatic Dividend Reinvestment Plan Administrator. Amendment to Rights Agreement. In connection with the withdrawal by Wachovia as the Company's Transfer Agent, Registrar, Dividend Paying Agent and Automatic Dividend Reinvestment Plan Administrator, the Company, Wachovia and Norwest have entered into a First Amendment, dated as of April 23, 1999 (the "First Amendment"), to the Rights Agreement dated as of December 3, 1998 (the "Rights Agreement") between the Company and Wachovia, as Rights Agent. Pursuant to the First Amendment, Wachovia has withdrawn as Rights Agent and the Company has appointed Norwest to serve as a successor to the Rights Agent under the Rights Agreement. The First Amendment is attached hereto as an exhibit and is incorporated herein by reference. Item 7. Financial Statements, Pro Forma Financial Information and Exhibits. (c) Exhibits. No. Description 4.1 First Amendment to the Rights Agreement, dated as of April 23, 1999, between the Company, Wachovia Bank, N.A., as Rights Agent, and Norwest Bank Minnesota, N.A., as Successor Rights Agent. -2- 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: May 7, 1999 By: /s/ James M. White, III --------------------------------------------- James M. White, III Vice President, General Counsel and Secretary Exhibit Index ------------- Exhibit Number Document - ------ -------- 4.1 First Amendment to the Rights Agreement, dated as of April 23, 1999, between the Company, Wachovia Bank, N.A., as Rights Agent, and Norwest Bank Minnesota, N.A., as Successor Rights Agent. EX-4 2 EXHIBIT 4.1 Exhibit 4.1 FIRST AMENDMENT TO RIGHTS AGREEMENT THIS FIRST AMENDMENT ("Amendment") to the Rights Agreement, dated as of December 3, 1998 (the "Rights Agreement"), between Universal Corporation, a Virginia corporation (the "Company"), and Wachovia Bank, N.A., is made as of this 23rd day of April, 1999 among the Company, Wachovia Bank, N.A., as Rights Agent (the "Rights Agent"), and Norwest Bank Minnesota, N.A., as successor Rights Agent (the "Successor Rights Agent"). Pursuant to Section 27 of the Rights Agreement, the Company may from time to time supplement or amend the Rights Agreement in accordance with the provisions of Section 27 thereof. Pursuant to Section 21 of the Rights Agreement, if the Rights Agent shall resign or be removed or shall otherwise become incapable of acting, the Company shall appoint a successor to the Rights Agent. The Rights Agent has informed the Company that in connection with the execution of this Amendment it wishes to withdraw as Rights Agent. By executing this Amendment, the Company accepts such withdrawal and appoints the Successor Rights Agent to serve as a successor to the Rights Agent under the Rights Agreement, as amended by this Amendment. By executing this Amendment, the Successor Rights Agent accepts such appointment and agrees to assume all duties, responsibilities and obligations as Rights Agent under the Rights Agreement, as amended by this Amendment. All acts and things necessary to make this Amendment a valid agreement, enforceable according to its terms, have been done and performed, and the execution and delivery of this Amendment by the Company, the Rights Agent and the Successor Rights Agent have been in all respects duly authorized by the Company, the Rights Agent and the Successor Rights Agent. In consideration of the foregoing and the mutual agreements set forth herein, the parties hereto agree as follows: 1. As of the effective date of this Amendment, the Rights Agent withdraws as Rights Agent under the Rights Agreement, as amended by this Amendment. 2. The Company hereby appoints the Successor Rights Agent to serve as the successor to the Rights Agent under the Rights Agreement, as amended by this Amendment. The Successor Rights Agent hereby accepts such appointment and assumes all duties, responsibilities and obligations as Rights Agent under the Rights Agreement, as amended by this Amendment. 3. Section 26 of the Rights Agreement is hereby modified and amended to read in its entirety as follows: Section 26. Notices. Notices or demands authorized by this Agreement to be given or made by the Rights Agent or by the holder of any Right Certificate to or on the Company shall be sufficiently given or made if sent by first-class mail, postage prepaid, addressed (until another address is filed in writing with the Rights Agent) as follows: Universal Corporation P.O. Box 25099 1501 North Hamilton Street Richmond, Virginia 23260 Attention: Corporate Secretary Subject to the provisions of Section 21 hereof, any notice or demand authorized by this Agreement to be given or made by the Company or by the holder of any Right Certificate to or on the Rights Agent shall be sufficiently given or made if sent by first-class mail, postage prepaid, addressed (until another address is filed in writing with the Company) as follows: Norwest Bank Minnesota, N.A. 161 N. Concord Exchange South St. Paul, MN 55075 Attention: Barb Novak Notices or demands authorized by this Agreement to be given or made by the Company or the Rights Agent to the holder of any Right Certificate shall be sufficiently given or made if sent by first-class mail, postage prepaid, addressed to such holder at the address of such holder as shown on the registry books of the Company. 4. This Amendment to the Rights Agreement shall be governed by and construed in accordance with the laws of the Commonwealth of Virginia. 5. This Amendment to the Rights Agreement may be executed in any number of counterparts, each of which shall be an original, but such counterparts shall together constitute one and the same instrument. Terms not defined herein shall, unless the context otherwise requires, have the meanings assigned to such terms in the Rights Agreement. 6. In all respects not inconsistent with the terms and provisions of this Amendment to the Rights Agreement, the Rights Agreement is hereby ratified, adopted, approved and confirmed. In executing and delivering this Amendment, the Rights Agent and the Successor Rights Agent shall be entitled to all the privileges and immunities afforded to the Rights Agent under the terms and conditions of the Rights Agreement. IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed and attested, all as of the date and year first above written. Attest: UNIVERSAL CORPORATION By: /s/ By: /s/ ----------------------------- ----------------------------- Attest: WACHOVIA BANK, N.A. /s/ By: /s/ - --------------------------------- ----------------------------- Attest: NORWEST BANK MINNESOTA, N.A. /s/ By: /s/ - --------------------------------- ----------------------------- -----END PRIVACY-ENHANCED MESSAGE-----