-----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, HWLZu1+dryLSLGGZPDJ43+9T/GmpOtx3rOvB/wq3Q9HuDpyFvxwR+fDXSUCFWxZ/ KTKBDhBMTFn8s/occ6XATw== 0001127264-01-500021.txt : 20010509 0001127264-01-500021.hdr.sgml : 20010509 ACCESSION NUMBER: 0001127264-01-500021 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20010507 ITEM INFORMATION: ITEM INFORMATION: FILED AS OF DATE: 20010507 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: 1624132 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 universal_8k.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: May 7, 2001 (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 May 7, 2001 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 announcing declaration of dividend.* 99.2 Press release announcing third quarter earnings.* - ------------------ *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: May 7, 2001 By: /s/ George C. Freeman, III --------------------------------- George C. Freeman, III General Counsel and Secretary Exhibit Index Exhibit Number Document - ------- -------- 99.1 Press release announcing declaration of dividend.* 99.2 Press release announcing third quarter earnings.* - ------------------- *Filed Herewith EX-99.1 2 univex1.txt PRESS RELEASE ANNOUNCING QUARTERLY DIVIDEND Universal Corporation Logo 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 May 3, 2001 / 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-two cents ($.32) per share on the common shares of the company, payable August 13, 2001, to common shareholders of record at the close of business on July 9, 2001. Universal Corporation (NYSE: UVV) is a diversified company with operations in tobacco, lumber, and agri-products. Its gross revenues for the fiscal year that ended on June 30, 2000, were approximately $3.4 billion. For more information, visit Universal's web site at www.universalcorp.com. # # # EX-99.2 3 univex992.txt PRESS RELEASE ANNOUNCING 3RD QTR EARNINGS Universal Corporation Logo 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 5:00 p.m. Eastern Time Phone: (804) 359-9311 Fax: (804) 254-3594 Email: investor@universalleaf.com Universal Corporation Reports Third Quarter Earnings Richmond, VA, May 3, 2001 / PRNEWSWIRE Henry H. Harrell, Chairman and Chief Executive Officer of Universal Corporation, announced today that the Company's net income for the third quarter which ended March 31, 2001, was $35.9 million, or $1.31 per diluted share, compared to $38.5 million, or $1.29 per diluted share, a year ago. Third quarter earnings were particularly strong last year due, in large part, to the acceleration of tobacco shipments by customers, particularly from Africa. Third quarter comparisons this year were impacted by tobacco shipment delays from Zimbabwe, Indonesia, and the Dominican Republic as well as by lower volumes from the smaller U.S. crops. For the nine months, net income was $88.7 million, or $3.20 per diluted share, compared to $94.1 million, or $3.06 per diluted share, in the comparable period of fiscal year 2000. The higher earnings per share for the quarter and the nine months reflect the continued benefit from the Company's share repurchase program. As of March 31, 2001, the Company had purchased 9.2 million shares for $247 million out of the total $300 million program authorized by the Company's Board of Directors. The Company had approximately 27.3 million shares outstanding at the end of the quarter. Gross revenues for the quarter and the nine months, respectively, were $756 million and $2.4 billion, compared to $1.0 billion and $2.8 billion last year. The decline in revenues was due to a number of factors including shipment timing; lower volumes handled in the United States, where crops have decreased in response to lower demand; and the impact of the strong dollar on the Company's Dutch lumber operations. In addition, fiscal year 2001 revenues have been reduced as a result of the shift in the United States to direct purchasing of leaf by manufacturers. Because the Company continued to process the tobacco, the effect of this change on its results of operations was not material. -- MORE -- Universal Corporation Page 2 In tobacco, Universal's world market share and competitive position remain very strong. Tobacco earnings, however, for both the quarter and the nine-month period were affected by shipment timing issues. Deliveries from Africa have been delayed this year due to the late opening of the tobacco markets in Zimbabwe last spring. Universal expects that the remaining African shipments will be completed during this fiscal year. Some dark air-cured leaf shipments from Indonesia and the Dominican Republic have also been postponed at the request of customers. A number of these shipments could be deferred into the next fiscal year. Nine-month comparisons were also affected by the inclusion last year of the gain on the sale of a joint venture in the first quarter of fiscal year 2000. Non-tobacco earnings declined slightly in the quarter and remained below last year's levels for the nine months. In the agri-products group, Universal's tea, merchandising, and dried fruit and nut distribution businesses had good quarters, while confectionary sunflower seeds continued to suffer from very competitive world market conditions. Lumber and building products results were negatively impacted by the continued strength of the U. S. dollar in both the three-month and nine-month periods. The outlook for the remainder of the fiscal year is positive. The overall tobacco market environment has improved due to a decrease in the unsold leaf inventories that have been overhanging world markets for the last eighteen months, and smaller flue-cured and burley crops in a number of countries. These factors suggest a much improved supply and demand situation for the months ahead. Attractive quality crops are currently being marketed in Brazil and Zimbabwe, and good demand is now forecast for those crops. The situation in the United States continues to be uncertain, with little likelihood that the actions needed to reverse the downward trend in production and exports of U. S. flue-cured and burley tobaccos will be forthcoming, which in part explains the good demand the Company is experiencing in Brazil and Zimbabwe. Universal's lumber and building products distribution companies will continue to be significantly affected by the dollar/euro relationship. These companies have continued to perform well this fiscal year despite the very strong appreciation of the dollar. Conditions have been very challenging for a number of the Company's agri-products companies but, overall, the group will have another solid year. While year end results can still be affected by a number of factors, including shipment timing in the case of tobacco and currency fluctuations for the Company's lumber distribution businesses, Universal now expects to achieve earnings on a per share basis in the range of $3.95 to $4.15 per share. 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; changes in market structure; 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 euro. Actual results, therefore, could vary from those expected. For more details on factors that could affect expectations, see the -- MORE -- Universal Corporation Page 3 Management's Discussion section of the Company's Annual Report on Form 10-K for the year ended June 30, 2000, as filed with the Securities and Exchange Commission For more information, visit Universal's web site at www.universalcorp.com. At 9:00 a.m. (Eastern Time) on May 4, 2001, the Company will host a conference call to discuss these results. Those wishing to listen to the call may do so by visiting www.universalcorp.com at that time. A replay of the call will also be available for seven days at this web site or by dialing 888-203-1112, pass code 414443. -- MORE -- Universal Corporation Page 4 UNIVERSAL CORPORATION UNAUDITED STATEMENTS OF INCOME FOR THE QUARTERS ENDED MARCH 31, 2001 AND 2000 (Dollars in thousands, except per-share amounts)
Three Months 2001 2000 ---- ---- Sales and other operating revenues $756,168 $1,001,207 Costs and expenses Cost of goods sold 605,880 846,271 Selling, general and administrative 76,198 76,028 ------- ------- Operating income 74,090 78,908 Equity in pretax earnings of unconsolidated affiliates 3,720 2,186 Interest expense 14,982 13,934 ------ ------ Income before income taxes and other items 62,828 67,160 Income taxes 22,618 24,178 Minority interests 4,343 4,524 ------ ------ Net income $35,867 $38,458 ======= ======= Earnings per share $ 1.32 $ 1.29 Diluted earnings per share $ 1.31 $ 1.29 Denominator for earnings per share (weighted average shares) Basic 27,267,852 29,748,157 Diluted 27,431,200 29,749,409
See accompanying notes. -- M O R E -- Universal Corporation Page 5 UNIVERSAL CORPORATION UNAUDITED STATEMENTS OF INCOME FOR THE NINE MONTHS ENDED MARCH 31, 2001 AND 2000 (Dollars in thousands, except per-share amounts)
Nine Months 2001 2000 ---- ---- Sales and other operating revenues $2,401,995 $2,820,666 Costs and expenses Cost of goods sold 1,988,818 2,398,979 Selling, general and administrative 223,996 231,791 ---------- ---------- Operating income 189,181 189,896 Equity in pretax earnings of unconsolidated affiliates 5,592 8,108 Interest expense 47,090 40,474 ------ ------ Income before income taxes and other items 147,683 157,530 Income taxes 53,166 56,711 Minority interests 5,823 6,711 ----- ----- Net income $88,694 $94,108 ======= ======= Earnings per share $ 3.22 $ 3.06 Diluted earnings per share $ 3.20 $ 3.06 Denominator for earnings per share (weighted average shares) Basic 27,586,075 30,751,659 Diluted 27,675,595 30,759,137
See accompanying notes. -- M O R E -- Universal Corporation Page 6 NOTES 1. The Company has seasonal operations in tobacco, lumber and building products, and agri-products. Therefore, the results of operations for the quarter and the nine months ended March 31, 2001, are not necessarily indicative of results to be expected for the year ending June 30, 2001. All adjustments necessary to state fairly the results for such period have been included and were of a normal recurring nature. Certain amounts in prior year's financial statements have been reclassified to conform to the current year's presentation. 2. Contingencies: At March 31, 2001, total exposure under guarantees issued for banking facilities of unconsolidated affiliates and suppliers was approximately $45 million. Other contingent liabilities approximated $25 million and related to performance bonds, value-added tax guarantees, and accounts receivable sold with recourse. 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 (in thousands)
Three months Nine months - ------------------------------------------------------ ----------------------------- ------------------------------- Periods ended March 31, 2001 2000 2001 2000 ------- ------- ------- -------- Net income $35,867 $38,458 $88,694 $ 94,108 Foreign currency translation adjustment 10,948 (10,207) 1,022 (14,045) ------- ------- ------- -------- Comprehensive income $46,815 $28,251 $89,716 $ 80,063 ======= ======= ======= ======== 4. Reportable segment data (in thousands) Sales and other operating revenues Three months Nine months - --------------------------------------------------- ----------------------------- -------------------------------- Periods ended March 31, 2001 2000 2001 2000 -------- ---------- ---------- ---------- Tobacco $522,828 $765,365 $1,683,149 $2,047,081 Lumber and building products 118,882 128,069 371,582 408,892 Agri-products 114,458 107,773 347,264 364,693 -------- ---------- ---------- ---------- Total $756,168 $1,001,207 $2,401,995 $2,820,666 ======== ========== ========== ========== Operating income Three months Nine months - --------------------------------------------------- ----------------------------- -------------------------------- Periods ended March 31, 2001 2000 2001 2000 ------- ------- -------- -------- Tobacco $75,734 $77,084 $180,925 $181,039 Lumber and building products 4,181 5,380 17,931 19,694 Agri-products 3,663 2,640 11,473 10,754 ------- ------- -------- -------- Total segments 83,578 85,104 210,329 211,487 Less: Corporate expenses 5,768 4,010 15,556 13,483 Equity in pretax earnings of unconsolidated affiliates 3,720 2,186 5,592 8,108 - --------------------------------------------------- ------------ ---------------- --------------- ---------------- Operating income $74,090 $78,908 $189,181 $189,896 - --------------------------------------------------- ------------ ---------------- --------------- ----------------
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