-----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, Kaa6H+BuiX9ml5w6kaGAUrmhGIxJ4lZvjujrRR1aiQzUdEFaY8JaAGq/EAPYdY3f uob1I4yawiUlqQ9Wgf6B0A== 0001127264-03-000084.txt : 20030516 0001127264-03-000084.hdr.sgml : 20030516 20030516151709 ACCESSION NUMBER: 0001127264-03-000084 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20030516 ITEM INFORMATION: Other events ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 20030516 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: 1934 Act SEC FILE NUMBER: 001-00652 FILM NUMBER: 03708420 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_8k1.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 16, 2003 (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 release issued by the Registrant on May 16, 2003 attached hereto as Exhibit 99.1 is incorporated herein by reference. Item 7. Financial Statements, Pro Forma Financial Information and Exhibits. (c) Exhibits. No. Description --- ----------- 99.1 Press Release Announcing Entering DeLoach Case Settlement Agreement.* - ------------------ *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 16, 2003 By: /s/ George C. Freeman, III --------------------------------- George C. Freeman, III General Counsel and Secretary Exhibit Index Exhibit Number Document - ------- -------- 99.1 Press Release Announcing Entering DeLoach Case Settlement Agreement.* - ------------------- *Filed Herewith EX-99.1 3 ex_991.txt PRESS RELEASE EXHIBIT 99.1 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 Entering DeLoach Case Settlement Agreement Richmond, VA, May 16, 2003 / PRNEWSWIRE Universal Corporation (NYSE:UVV) announced today that three of its domestic tobacco subsidiaries, along with several domestic cigarette manufacturers and other tobacco leaf dealers, have entered into a settlement agreement today with the plaintiffs in the DeLoach, et al. v. Philip Morris USA, Inc., et al., Case No. 00-CV-1235, class-action antitrust lawsuit pending in the United States District Court for the Middle District of North Carolina. The signed settlement agreement and Plaintiffs' Motion for Preliminary Approval of Proposed Class Action Settlement describing some of the terms of the agreement were filed with the court today, and the court orally granted its preliminary approval during a hearing in Greensboro this morning. Under the settlement agreement, the Company's subsidiaries will collectively pay $12 million for distribution to members of the class. The aggregate amount to be paid to the class by the settling defendants, of which there are five in addition to the Company's subsidiaries, is approximately $212 million. In addition, the three settling cigarette manufacturers have committed to purchase certain volumes of domestic flue-cured and burley tobacco for at least ten years and to pay the fees of plaintiffs' counsel when approved by the court. The settlement agreement is contingent on final approval by the court following formal notice of the settlement to the class members. The Company maintains that none of its three subsidiaries who are party to this lawsuit and none of their employees have violated any antitrust laws. By its terms, the settlement agreement does not constitute an admission that any of the claims or allegations in the lawsuit are true. Universal decided to enter into the settlement in order to avoid further expense, inconvenience, and the burden of this litigation; to prevent the distraction and diversion of its employees; and to put to rest this controversy with U.S. tobacco growers. Because management believes it is probable that the court will ultimately approve the settlement agreement, the Company will record a loss contingency of $12 million before taxes, or about $7.7 million after taxes, in its fourth fiscal quarter. Even after recording the loss contingency, management continues to expect a good fourth quarter and now expects that its net income for fiscal year 2003 will range between $102 million and $107 million compared to $106.7 million last year. The Company cautions readers that any statements contained herein regarding earnings and expectations for its performance are forward-looking statements based upon management's current knowledge and assumptions about future events, including anticipated levels of demand for and supply of the Company's -- M O R E -- Universal Corporation Page 2 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 important factors that could cause actual results to differ from its expectations, see Item 1, Management's Discussion and Analysis of Financial Condition and Results of Operations in Item 7, and Notes to the Consolidated Financial Statements in Item 8 of the Company's Annual Report on Form 10-K for the year ended June 30, 2002, as filed with the Securities and Exchange Commission. Universal Corporation is a diversified company with operations in tobacco, lumber, and agri-products. The Company's gross revenues for the fiscal year that ended on June 30, 2002, were approximately $2.5 billion. For more information on Universal Corporation, visit its web site at www.universalcorp.com. # # # -----END PRIVACY-ENHANCED MESSAGE-----