Universal Corp/VA – ‘8-A12B/A’ on 5/7/99

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Amendment to Registration of a Class of Securities   —   Form 8-A
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 8-A12B/A    8-A12B/A - Universal Corporation                       7     30K 
 2: EX-4        Exhibit 4.3                                            2     12K 

8-A12B/A   —   8-A12B/A – Universal Corporation
Document Table of Contents

8-A12B/A
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 -----------

 Amendment No. 1
to
FORM 8-A

 FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
 PURSUANT TO SECTION 12(b) OR 12(g) OF THE
 SECURITIES EXCHANGE ACT OF 1934

 UNIVERSAL CORPORATION
(Exact Name of Registrant as Specified in Its Charter)

   Virginia                                 54-0414210
(State of Incorporation or Organization)    (I.R.S. Employer Identification No.)

1501 North Hamilton Street                                        
Richmond, Virginia                               23230    
(Address of Principal Executive Offices)                 (Zip Code)             

If this form relates to the registration    If   this   form   relates   to  the
of a class  of  securities  pursuant  to    registration    of   a   class    of
Section 12(b) of the Exchange Act and is    securities pursuant to Section 12(g)
effective     pursuant     to    General    of the Exchange Act and is effective
Instruction  A.(c),   please  check  the    pursuant   to  General   Instruction
following box. [ X ]                        A.(d),  please  check the  following
                box. [ ]

Securities Act registration statement file number to which                      
this form relates:                                                 n/a          
                                                         ---
                                                         (If applicable)

Securities to be registered pursuant to Section 12(b) of the Act:               

       Title of Each Class                Name of Each Exchange on Which
       to be so Registered                Each Class is to be Registered
       -------------------                ------------------------------

Preferred Share Purchase Rights              New York Stock Exchange  

Securities to be registered pursuant to Section 12(g) of the Act:               

none
(Title of Class)

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INFORMATION REQUIRED IN REGISTRATION STATEMENT

         Universal Corporation,  a Virginia corporation (the "Company"),  hereby
amends in its entirety the following items of its registration statement on Form
8-A  dated  December  22,  1998,  and filed  with the  Securities  and  Exchange
Commission on December 28, 1998.                                                

Item 1.      Description of Registrant's Securities to be Registered.           

         On December 3, 1998,  the Board of Directors of the Company  declared a
dividend of one  preferred  share  purchase  right (a "Right") for each share of
common  stock,  without  par  value  (the  "Common  Shares"),   of  the  Company
outstanding  on February 13, 1999 (the "Record  Date").  Each Right entitles the
registered  holder to purchase from the Company one  two-hundredth of a share of
Series A Junior Participating Preferred Stock, without par value (the "Preferred
Shares") of the Company at a price of $110 per one  two-hundredth of a Preferred
Share (the "Purchase Price"),  subject to adjustment.  The description and terms
of the  Rights are set forth in a Rights  Agreement  (the  "Rights  Agreement"),
dated as of December 3, 1998,  between the Company and Wachovia  Bank,  N.A., as
Rights  Agent (the  "Rights  Agent"),  as amended by the First  Amendment to the
Rights Agreement (the "First  Amendment"),  dated as of April 23, 1999,  between
the Company, Wachovia Bank, N.A., and Norwest Bank Minnesota, N.A., as successor
Rights Agent.                                                                   

         Until  the  earlier  to  occur  of  (i)  10  days  following  a  public
announcement  that a person or group of affiliated  or  associated  persons have
acquired  beneficial  ownership of 15% or more of the outstanding  Common Shares
(an  "Acquiring  Person") or (ii) 10 business days (or such later date as may be
determined  by action of the Board of  Directors  prior to such time as any such
person or group becomes an Acquiring  Person)  following the commencement of, or
announcement  of an  intention  to make,  a tender  offer or exchange  offer the
consummation  of which would result in the  beneficial  ownership by a person or
group of 15% or more of the outstanding Common Shares (the earlier of such dates
being the "Distribution  Date"),  the Rights will be evidenced,  with respect to
any of the Common Share certificates  outstanding as of the Record Date, by such
Common Share certificate with a copy of a Summary of Rights attached thereto.   

         The Rights Agreement  provides that,  until the  Distribution  Date (or
earlier redemption or expiration of the Rights), the Rights will be transferable
with and only with the Common Shares.  Until the  Distribution  Date (or earlier
redemption or expiration of the Rights),  new Common Share  certificates  issued
after the Record  Date upon  transfer  or new  issuance  of Common  Shares  will
contain a legend  incorporating  the terms of the Rights Agreement by reference.
Notwithstanding  the absence of such legend or the  existence of an earlier form
of legend,  certificates evidencing Common Shares outstanding on or prior to the
Record Date,  together  with a copy of the Summary of Rights  attached  thereto,
will  also  evidence  one  Right  for  each  Common  Share  evidenced   thereby.
Accordingly, until the Distribution Date (or earlier redemption or expiration of
the Rights), the surrender for transfer of such certificates,  even without such
legend or a copy of the  Summary of Rights  being  attached  thereto,  will also
constitute  the  transfer  of the                                               

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Rights  associated with the Common Shares  represented by such  certificate.  As
soon as  practicable  following the  Distribution  Date,  separate  certificates
evidencing the Rights ("Right Certificates") will be mailed to holders of record
of the Common  Shares as of the close of business on the  Distribution  Date and
such separate Right Certificates alone will evidence the Rights.                

         The Rights are not exercisable until the Distribution  Date. The Rights
will expire on February 13, 2009 (the "Final Expiration Date"), unless the Final
Expiration  Date is  extended  or unless  the  Rights are  earlier  redeemed  or
exchanged by the Company, in each case, as described below.                     

         The Purchase Price payable, and the number of Preferred Shares or other
securities  or  property  issuable,  upon  exercise of the Rights are subject to
adjustment  from time to time to  prevent  dilution  (i) in the event of a stock
dividend on, or a subdivision, combination or reclassification of, the Preferred
Shares, (ii) upon the grant to holders of the Preferred Shares of certain rights
or  warrants  to  subscribe  for or  purchase  Preferred  Shares at a price,  or
securities  convertible into Preferred Shares with a conversion price, less than
the  then-current  market  price  of the  Preferred  Shares  or  (iii)  upon the
distribution to holders of the Preferred  Shares of evidences of indebtedness or
assets  (excluding  regular  periodic  cash  dividends  paid out of  earnings or
retained  earnings or dividends  payable in Preferred Shares) or of subscription
rights or warrants (other than those referred to above).                        

         The number of outstanding  Rights and the number of one  two-hundredths
of a Preferred  Share  issuable  upon exercise of each Right are also subject to
adjustment  in the  event  of a stock  split  of the  Common  Shares  or a stock
dividend  on the  Common  Shares  payable  in  Common  Shares  or  subdivisions,
consolidations or combinations of the Common Shares occurring, in any such case,
prior to the Distribution Date.                                                 

         Preferred  Shares  purchasable  upon exercise of the Rights will not be
redeemable.  Each  Preferred  Share will be entitled  to a minimum  preferential
quarterly  dividend payment of $1 per share but will be entitled to an aggregate
dividend equal to 200 times the dividend declared per Common Share. In the event
of  liquidation,  the  holders of the  Preferred  Shares  will be  entitled to a
minimum preferential  liquidation payment of $100 per share but will be entitled
to an aggregate  payment  equal to 200 times the payment made per Common  Share.
Each  Preferred  Share  will have 200  votes,  voting  together  with the Common
Shares. Finally, in the event of any merger,  consolidation or other transaction
in which Common Shares are exchanged,  each Preferred  Share will be entitled to
receive an amount equal to 200 times the amount received per Common Share. These
rights are protected by customary antidilution provisions.                      

         Because of the nature of the Preferred  Shares'  dividend,  liquidation
and voting rights, the value of the one  two-hundredths  interest in a Preferred
Share  purchasable  upon exercise of each Right should  approximate the value of
one Common Share.                                                               

         In the event that the Company is acquired in a merger or other business
combination  transaction  or 50% or more of its  consolidated  assets or earning
power are sold after a person or                                                

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group has become an Acquiring Person, proper provision will be made so that each
holder of a Right will thereafter  have the right to receive,  upon the exercise
thereof at the then current  exercise price of the Right,  that number of shares
of common stock of the  acquiring  company that at the time of such  transaction
will have a market  value of two times the exercise  price of the Right.  In the
event that any person or group of affiliated or  associated  persons  becomes an
Acquiring Person, proper provision shall be made so that each holder of a Right,
other  than  Rights  beneficially  owned by the  Acquiring  Person  (which  will
thereafter be void),  will thereafter  have the right to receive,  upon exercise
thereof at the then current  exercise price of the Right,  that number of Common
Shares (or  Preferred  Shares)  having a market  value of two times the exercise
price of the Right.                                                             

         At any time  after any  person  or group or  affiliated  or  associated
persons becomes an Acquiring  Person and prior to the acquisition by such person
or group of 50% or more of the outstanding Common Shares, the Board of Directors
of the Company may exchange  the Rights  (other than Rights owned by such person
or group that will have become void),  in whole or in part, at an exchange ratio
of one Common Share, or one two-hundredth of a Preferred Share (or of a share of
a class or series of the Company's  preferred  stock having  equivalent  rights,
preferences and privileges), per Right (subject to adjustment).                 

         With certain  exceptions,  no adjustment in the Purchase  Price will be
required until  cumulative  adjustments  require an adjustment of at least 1% in
such Purchase Price. No fractional  Preferred  Shares will be issued (other than
fractions that are integral multiples of one two-hundredth of a Preferred Share,
which may, at the election of the Company, be evidenced by depositary  receipts)
and, in lieu  thereof,  an  adjustment  in cash will be made based on the market
price of the  Preferred  Shares  on the last  trading  day  prior to the date of
exercise.                                                                       

         At any time prior to the time that any person or group of affiliated or
associated  persons becomes an acquiring  person,  the Board of Directors of the
Company may redeem the Rights in whole,  but not in part, at a price of $.01 per
Right (the  "Redemption  Price"),  subject to adjustment.  The redemption of the
Rights  may be made  effective  at  such  time,  on such  basis  and  with  such
conditions as the Board of Directors of the Company in its sole  discretion  may
establish.  Immediately upon any redemption of the Rights, the right to exercise
the Rights will  terminate,  and the only right of the holders of Rights will be
to receive the Redemption Price.                                                

         The terms of the Rights may be amended by the Board of Directors of the
Company without the consent of the holders of the Rights, including an amendment
to lower certain thresholds  described above to not less than the greater of (i)
the sum of .001% and the largest  percentage  of the  outstanding  Common Shares
then  known by the  Company to be  beneficially  owned by any person or group of
affiliated or associated  persons and (ii) 10%,  except that from and after such
time as any  person or group of  affiliated  or  associated  persons  becomes an
Acquiring  Person,  no such amendment may adversely  affect the interests of the
holders of the Rights.                                                          

         Until a Right is exercised,  the holder thereof,  as such, will have no
rights as a shareholder of the Company, including, without limitation, the right
to vote or to receive dividends.                                                

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         The Rights have certain  anti-takeover  effects.  The Rights will cause
substantial  dilution to a person or group that  attempts to acquire the Company
on terms not approved by the Company's Board of Directors, except pursuant to an
offer conditioned on a substantial  number of Rights being acquired.  The Rights
should not interfere with any merger or other business  combination  approved by
the Board of Directors  because the Rights may be redeemed by the Company at the
Redemption  Price  prior  to the  time  that a  person  or  group  has  acquired
beneficial ownership of 15% or more of the Common Shares.                       

         The Rights Agreement is hereby incorporated by reference to Exhibit 4.1
to the  Current  Report on Form 8-K dated  December  3, 1998 and filed  with the
Securities and Exchange Commission on December 22, 1998, and the First Amendment
is hereby incorporated by reference to Exhibit 4.1 to the Current Report on Form
8-K dated April 23, 1999 and filed with the Securities  and Exchange  Commission
on May 5, 1999.  The  foregoing  description  of the Rights is  qualified in its
entirety by reference to such exhibits.                                         

Item 2.      Exhibits.                                                          

Number                             Description                          

4.1          Amended and Restated Articles of Incorporation.*       

      4.2          Bylaws  (incorporated  herein by reference  to the  Company's
                   Quarterly Report on Form 10-Q for the quarter ended March 31,
1996, File No. 1- 652).                   

4.3          Specimen Common Stock Certificate.                     

      4.4          Agreement,  dated as of December 3, 1998, between the Company
                   and Wachovia Bank, N.A., as Rights Agent (incorporated herein
                   by reference  to the  Company's  Current  Report on Form 8-K,
dated December 3, 1998, File No. 1-652).  

      4.5          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  (incorporated  herein by  reference  to the  Company's
                   Current  Report on Form 8-K,  dated April 23, 1999,  File No.
1-652).                                   

-------------                                                                   
*Filed Previously                                                               

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SIGNATURES

         Pursuant to the  requirements of Section 12 of the Securities  Exchange
Act of 1934,  as amended,  the  registrant  has duly  caused  this  registration
statement  to be  signed  on its  behalf  by  the  undersigned,  thereunto  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

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 Exhibit Index

Number                      Description                           
------                      -----------                           

4.1           Amended and Restated Articles of Incorporation.*  

        4.2           Bylaws  (incorporated herein by reference to the Company's
                      Quarterly  Report on Form 10-Q for the quarter ended March
31, 1996, File No. 1- 652).         

4.3           Specimen Common Stock Certificate.                

        4.4           Agreement,  dated as of  December  3,  1998,  between  the
                      Company  and  Wachovia   Bank,   N.A.,   as  Rights  Agent
                      (incorporated herein by reference to the Company's Current
                      Report on Form  8-K,  dated  December  3,  1998,  File No.
1-652).                             

        4.5           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  (incorporated  herein by reference
                      to the Company's  Current  Report on Form 8-K, dated April
23, 1999, File No. 1-652).          

-------------                                                                   
*Filed Previously                                                               

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Dates Referenced Herein   and   Documents Incorporated by Reference

				Referenced-On Page
This ‘8-A12B/A’ Filing		Date		First		Last			Other Filings
		2/13/09		3					SC 13G/A
Filed on:		5/7/99		6					8-K
		5/5/99		5					8-K
		4/23/99		2		7			8-K
		2/13/99		2
		12/28/98		2
		12/22/98		2		5			8-K
		12/3/98		2		7			8-K
		3/31/96		5		7			10-Q
									List all Filings

6 Subsequent Filings that Reference this Filing

  As Of               Filer                 Filing    For·On·As Docs:Size             Issuer                      Filing Agent

11/24/23  Universal Corp./VA                S-3ASR     11/24/23    5:495K                                   Donnelley … Solutions/FA
 8/03/23  Universal Corp./VA                S-8         8/03/23    4:94K                                    Toppan Merrill/FA
 5/25/23  Universal Corp./VA                10-K        3/31/23  121:15M
 5/27/22  Universal Corp./VA                10-K        3/31/22  123:15M
 5/28/21  Universal Corp./VA                10-K        3/31/21  121:16M
11/23/20  Universal Corp./VA                S-3ASR     11/23/20    4:465K                                   Donnelley … Solutions/FA