================================================================================
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: September 16, 2002
(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 7. Financial Statements, Pro Forma Financial Information and
Exhibits.
(c) Exhibits.
99.1 Statement under Oath of Principal Executive Officer
Regarding Facts and Circumstances Relating to
Exchange Act Filings.
99.2 Statement under Oath of Principal Financial Officer
Regarding Facts and Circumstances Relating to
Exchange Act Filings.
Item 9. Regulation FD Disclosure
On September 16, 2002, Universal Corporation delivered by overnight
courier to the Securities and Exchange Commission the executed sworn statements
of the Company's Principal Executive Officer and Principal Financial Officer in
accordance with the order of the Commission dated June 27, 2002, requiring the
filing of sworn statements pursuant to Section 21(a)(1) of the Securities
Exchange Act of 1934, as amended. Copies of the sworn statements are attached
hereto as Exhibits 99.1 and 99.2 and are incorporated herein by reference.
In accordance with General Instruction B.2. of Form 8-K, the
information included or incorporated in or attached to this report, including
Exhibits 99.1 and 99.2, shall not be deemed "filed" for purposes of Section 18
of the Securities Exchange Act of 1934, as amended, or otherwise subject to the
liabilities of that section, nor shall such information or exhibits be deemed
incorporated by reference in any filing under the Securities Act of 1933, as
amended, or the Securities Exchange Act of 1934, as amended, except as shall be
set forth by specific reference in such a filing.
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: September 17, 2002 By: /s/ George C. Freeman, III
------------------------------------
George C. Freeman, III
General Counsel and Secretary
Exhibit Index
Exhibit
Number Document
------ --------
99.1 Statement under Oath of Principal Executive Officer Regarding Facts and
Circumstances Relating to Exchange Act Filings.
99.2 Statement under Oath of Principal Financial Officer Regarding Facts and
Circumstances Relating to Exchange Act Filings.
Exhibit 99.1
STATEMENT UNDER OATH OF PRINCIPAL EXECUTIVE OFFICER REGARDING FACTS AND
CIRCUMSTANCES RELATING TO EXCHANGE ACT FILINGS
I, Henry H. Harrell, Chairman and Chief Executive Officer (Principal Executive
Officer) of Universal Corporation (the "Company"), state and attest that:
(1) To the best of my knowledge, based upon a review of the Company's
covered reports, and, except as corrected or supplemented in a
subsequent covered report:
o no covered report contained an untrue statement of a material
fact as of the end of the period covered by such report (or in
the case of a report on Form 8-K or definitive proxy
materials, as of the date on which it was filed); and
o no covered report omitted to state a material fact necessary
to make the statements in the covered report, in light of the
circumstances under which they were made, not misleading as of
the end of the period covered by such report (or in the case
of a report filed on Form 8-K or definitive proxy materials,
as of the date on which it was filed).
(2) I have reviewed the contents of this statement with the Company's Audit
Committee.
(3) In this statement under oath, each of the following, if filed on or
before the date of this statement, is a "covered report":
o The Company's Annual Report on Form 10-K for the fiscal year
ended June 30, 2002;
o all reports on Form 10-Q, all reports on Form 8-K and all
definitive proxy materials of the Company filed with the
Commission subsequent to the filing of the Form 10-K
identified above; and
o any amendments to any of the foregoing.
/s/ Henry H. Harrell
-------------------------------------- Subscribed and sworn to before me
Henry H. Harrell before me this 16th day of
Chairman and Chief Executive Officer September, 2002.
(Principal Executive Officer)
/s/ Joetta Davis Notary Public
------------------------------
September 16, 2002 My commission expires 8-31-03.
--------
Exhibit 99.2
STATEMENT UNDER OATH OF PRINCIPAL FINANCIAL OFFICER REGARDING FACTS AND
CIRCUMSTANCES RELATING TO EXCHANGE ACT FILINGS
I, Hartwell H. Roper, Vice President and Chief Financial Officer (Principal
Financial Officer) of Universal Corporation (the "Company"), state and attest
that:
(1) To the best of my knowledge, based upon a review of the Company's
covered reports, and, except as corrected or supplemented in a
subsequent covered report:
o no covered report contained an untrue statement of a material
fact as of the end of the period covered by such report (or in
the case of a report on Form 8-K or definitive proxy
materials, as of the date on which it was filed); and
o no covered report omitted to state a material fact necessary
to make the statements in the covered report, in light of the
circumstances under which they were made, not misleading as of
the end of the period covered by such report (or in the case
of a report filed on Form 8-K or definitive proxy materials,
as of the date on which it was filed).
(2) I have reviewed the contents of this statement with the Company's Audit
Committee.
(3) In this statement under oath, each of the following, if filed on or
before the date of this statement, is a "covered report":
o The Company's Annual Report on Form 10-K for the fiscal year
ended June 30, 2002;
o all reports on Form 10-Q, all reports on Form 8-K and all
definitive proxy materials of the Company filed with the
Commission subsequent to the filing of the Form 10-K
identified above; and
o any amendments to any of the foregoing.
/s/ Hartwell H. Roper
------------------------------------- Subscribed and sworn to before me
Hartwell H. Roper before me this 16th day of
Vice President and Chief Financial Officer September , 2002.
(Principal Financial Officer)
/s/ Joetta Davis Notary Public
------------------------------
September 16, 2002 My commission expires 8-31-03.
--------