Universal Corporation Business Information, Profile, and History

Company Perspectives:

Universal strives to be the leading supplier to each of the major tobacco product manufacturers worldwide by operating as one company worldwide with strong local management in key operating areas; by developing and maintaining mutually beneficial long-term strategic alliances with major manufacturers; by optimizing uncommitted inventory levels to reduce risk of loss during market declines; by increasing market share in traditional areas for both high quality flavor tobaccos and filler styles; by developing sources of low-cost tobacco; by maintaining diversified sources of supply to limit reliance on any one area and to meet customers' requirements for all major types and growths of leaf tobacco; and by maintaining financial strength to provide for manufacturers' worldwide tobacco needs and to provide the resources to expand into new areas with them.

History of Universal Corporation

Universal Corporation, known until 1987 as Universal Leaf Tobacco Company Inc., operates as the world's largest buyer and processor of leaf tobacco in nearly 40 countries across the globe. Universal selects, buys, ships, processes, packs, stores, and finances leaf tobacco in tobacco growing regions. The company sells this tobacco to tobacco product manufacturers. Sales from the company's largest customer, Philip Morris Companies Inc., accounted for just over 10 percent of consolidated revenues in 2001. The firm's tobacco operations account for over 65 percent of company revenues. Universal also buys, ships, processes, and distributes agri-products including tea, rubber, sunflower seeds, nuts, dried fruit, and canned and frozen foods. It distributes lumber and building products in the Netherlands and Belgium.

Historically, tobacco buying in the United States was conducted at auctions held throughout the prime growing areas in North Carolina, Kentucky, Virginia, and other states--during 2001, this was changed to a contract leaf purchasing system. As intermediaries between growers and manufacturers of tobacco products, leaf dealers achieved a position of some power prior to the formation in 1889 of The American Tobacco Company, the so-called tobacco trust of James B. Duke. Duke's trust controlled all of the large U.S. tobacco manufacturers, and it was not long before American Tobacco took steps to circumvent the tobacco leaf dealers by buying its product directly from farmers at auction. Under the pressure of American Tobacco's overwhelming presence in the market, the number of independent leaf dealers dwindled until the dissolution of the trust in 1911. By that time, what dealers remained had combined into larger and more effective organizations that were able to capitalize on the sharp rise in demand for tobacco then beginning. Although the successor companies to the tobacco trust--R.J. Reynolds, Liggett & Myers, Lorillard, and a smaller American Tobacco Company--continued to dominate the leaf markets, the overall growth in tobacco consumption in the United States left room for a limited number of independent dealers to prosper throughout the 1910s.

Foundation of Universal Leaf: 1916-20s

The renewed vigor among the leaf dealers culminated in the 1916 establishment of the International Planters Corporation, a nationwide organization of dealers that was apparently powerful enough to maintain somewhat firmer prices to its large manufacturing customers. One of International Planters' largest clients was the new American Tobacco, whose president, Percival S. Hill, was instrumental in the creation of a second, competing organization of leaf dealers, Universal Leaf Tobacco Company. The company's nucleus had been formed in 1916, when Hill's vice-president of leaf purchasing, Thomas B. Yuille, resigned from American Tobacco and gained control of J.P. Taylor Company, a prosperous dealer in the rich tobacco lands of Virginia and North Carolina formed by Jaquelin Plummer Taylor. To this foundation, Yuille and Hill added 13 other local dealers, six from other states, and storage and shipping facilities in New York City. Together, Universal Leaf's subsidiaries and affiliates bought 100 million pounds of tobacco in the company's first year of existence, or nearly 10 percent of national production--an extraordinary figure for any industrial newcomer. Within eight years, Universal became the largest independent tobacco dealer in the world, a status it has maintained.

Percival Hill died in 1925, and by 1930 American Tobacco was again doing all of its own leaf purchasing, while Universal Leaf had forged a new alliance with Philip Morris that would prove to be of long duration. Philip Morris was late in joining the ranks of the major tobacco manufacturers, and as its business expanded dramatically in the middle decades of the 20th century the company found it simpler to leave most of its leaf buying in the hands of Universal rather than take the time to create its own staff of buyers and warehousers. The relationship thus established between the two companies was intimate and durable, even including the financing by Universal of some of Philip Morris's tobacco purchases in the 1930s. In effect, Universal served as Philip Morris's tobacco purchasing department for many years. Philip Morris grew into the world's leading maker of cigarettes, and its leaf requirements increased, strengthening the relationship between Philip Morris and Universal Leaf.

A second important customer for Universal during its early years was Export Leaf Tobacco Company, the purchasing arm of British tobacco giant, British American Tobacco (BAT). Export Leaf did not buy its burley tobacco directly, relying instead on Universal Leaf's network of experienced burley dealers for its requirements. Leaf tobacco may broadly be divided between burley and flue-cured varieties; burley became a key ingredient of the increasingly popular "American blend" cigarette. Export Leaf shipped its burley purchases to BAT, which in turn used the bulk of it for the manufacture of Brown & Williamson brands, such as Raleigh and Viceroy. Universal bought all of its burley via a subsidiary of its own called Southwestern Tobacco Company, which by the end of the 1930s was buying about 20 percent of the entire U.S. crop. Some 60 percent of Southwestern's burley went to Export Leaf, making that company one of the two pillars, with Philip Morris, of Universal Leaf's prosperity at that time. Universal Leaf was able to carve out a place for itself in the international markets by offering large manufacturers the expertise they could not otherwise obtain. In the case of Export Leaf, it was probably helpful that the presidents of Export and of Universal were brothers.

International Growth Begins: 1930s

Universal's numerous foreign affiliates and offices were important to its growth. As early as the 1930s, the company was both exporting and importing large quantities of tobacco leaf. In addition to its sales to Export Leaf, destined for markets in the British Commonwealth, Universal shipped U.S. cigarette tobacco to manufacturers around the world, including those in Scandinavia, Turkey, and Japan. Universal Leaf not only established trading offices around the world but also built processing plants for local threshing and storage and in some cases provided training and financial help to individual farmers. Its international business eventually included plants in Brazil, Italy, Korea, and the African nations of Malawi and Zimbabwe, as well as a network of dealers and brokers who slowly began to handle other commodities such as cocoa, tea, peanuts, and rubber. The trade in commodities was a natural outgrowth of Universal Leaf's foreign tobacco business; it developed slowly and was dispersed among a large number of non-consolidated subsidiaries and affiliates whose contribution to Universal Leaf's growth was rarely noted by financial analysts. Similarly, Universal Leaf quietly put together a large timber and building supplies distribution business in Europe, primarily in the Netherlands, which along with the commodities business grew to provide approximately 33 percent of the company's revenue.

In 1940, Universal Leaf was one of eight tobacco companies charged with violations of the Sherman Antitrust Act. The federal government brought suit in a Kentucky court, charging the industry leaders with price manipulation in both the purchasing and sales aspects of the business, including an alleged conspiracy to limit prices paid for leaf tobacco at auction. The three largest defendants--American Tobacco, R.J. Reynolds, and Liggett & Myers--stood trial on behalf of all eight, with Universal Leaf and the other four companies agreeing to abide by the court's decision. Like most antitrust cases, the outcome of this struggle was less than definitive. After years of argument, the eight defendants were found guilty as charged, although no evidence of actual collusion was found or even asserted. After paying the insignificant sum of $255,000, the eight companies returned to business as usual, the court offering no suggestions as to how the market might be made more competitive. The trial's message seemed to be that the tobacco market's domination by three or four manufacturers rendered it inherently monopolistic--or at least not ideally competitive--regardless of whether the parties involved were engaged in deliberate collusion. Nevertheless, no changes in the market were effected or recommended by the court. Universal Leaf was barely affected by the case, as its costs were largely borne by the three lead defendants.

The post-World War II decade saw a remarkable surge in the popularity of cigarette smoking in the United States, and in particular the rise of Philip Morris to national leadership. As Morris's unofficial leaf buyer, Universal Leaf benefited from the growing international success of such Philip Morris brands as Marlboro, which rose from obscurity to become the world's leading seller in the 1980s. Universal Leaf's sales reached $215 million in 1961, on which the company earned a low but very steady 2 percent to 3 percent profit. With commission work representing the bulk of Universal Leaf's business, its revenue was fixed to a cost-plus-fee basis, limiting net income but offering exceptionally stable growth from year to year. Still, the gradually accumulating evidence of tobacco's health hazards prompted Universal Leaf to diversify its asset base. The company's first significant acquisition outside the tobacco leaf business was its 1968 purchase of Inta Roto Company, makers of packaging equipment, and of Overton Container Corporation, suppliers of boxes to the tobacco industry. This was followed closely by the purchase of Unitized Systems Company, the beginning of Universal's interest in the building supplies industry, and the creation of a land development subsidiary called Universal Land Use Corporation. None of these early efforts at diversification was of great importance, however, when compared to Universal's holdings in the early 1990s in commodities and European building materials.

Fending Off Takeover Attempts: 1976

By the mid-1970s, Universal Leaf's steady growth and valuable ties with Philip Morris attracted the attention of Congoleum Corporation, a Milwaukee-based maker of linoleum and furniture that was looking for acquisitions. In October 1976, Congoleum made an unsolicited bid of $32.50 per share for all of Universal's common stock, surprising Wall Street and enraging the directors of Universal. Universal's chairman and chief executive officer, Gordon Crenshaw, led a complex strategy of resistance to the takeover, filing suits in Virginia and Chicago and amending the corporate charter. When Crenshaw and other top Universal officials made it clear that if the company were bought they would take their customers with them to some new and competing venture, Congoleum withdrew its offer.

In 1984, with sales at around $1.3 billion, Universal made a second and more serious attempt at diversification when it purchased two of the leading title insurance companies in the United States, Lawyers Title Insurance Company and Continental Land Title. At first the insurers produced an excellent return on their $200 million in sales. The late 1980s saw a severe recession in real estate, however, which coincided with an increase in claims. In September 1991, with no end in sight for the real estate downturn, Universal spun off its title insurance companies as an independent corporation called Lawyers Title Corporation, with Universal shareholders becoming the initial owners of Lawyers Title's stock.

Continued Growth and Expansion: 1990s and Beyond

During the late 1980s and into the 1990s, Universal Corporation--the company's name was changed in 1987 following the adoption of a holding company structure--was sailing on much as it had for the past 60 years, the core of its business generated by tobacco. In 1988, the firm acquired Thorpe & Ricks in order to expand its U.S. operations and also purchase the German firm Gebrueder Kulenkampff AG, which increased its hold in the Brazilian and Turkish markets. As a result of further diversification moves in the 1980s and early 1990s, its overseas subsidiaries in commodities and housing supplies flourished to such an extent that they supplied a significant amount of revenues and earnings.

Universal operated in the early 1990s and into the new millennium under the guidance of new chief executive Henry Harrell, who replaced Gordon Crenshaw in October 1988 after the latter had served nearly 25 years in that position. Expansion continued under his leadership, and in 1993 competitor Casalee Group was acquired. International growth continued even though market conditions forced Universal to shutter its tobacco operations in both Korea and Thailand. The company instead focused on Tanzania and Eastern Europe. In 1995, Holland-based Heuvelman, a softwood product processor and distributor, was purchased. Two years later, it acquired a tobacco leaf plant from the Tanzanian government along with the Polish tobacco operations of Reemtsma Cigarettenfabriken GmbH. During 1997, net income reached $100.8 million.

In 1998, the company launched a significant stock repurchase program that would eventually reach $300 million in repurchased shares. That year, Universal also joined with Socotab LLC in a venture that created the largest oriental tobacco leaf merchant across the globe.

As Universal entered the new millennium, it recorded its 30th year of annual dividend increases despite facing challenges. The tobacco industry as a whole continued to suffer due to declining demand and negative publicity related to the harmful effects of smoking. In the United States, the industry experienced smaller crop sizes and a change from the traditional auction-style selling platform to a direct contract purchasing system. The firm's Zimbabwe-based operations also suffered due to political unrest and economic challenges in the region. In Europe, Universal's Dutch lumber business was plagued by the weak Euro, which caused earnings in that sector to decline.

While Universal expected the difficult conditions to continue well into 2002, management felt confident that the firm was well positioned for continued success. With a long-standing history of good fortune and a solid business strategy in place, Universal would in all probability remain a leader in the tobacco industry in the years to come.

Principal Subsidiaries: B.V. European Tobacco Company (Netherlands); B.V. Deli-HTL Tabak Maatschappij (Netherlands); Beleggings-en Beheermaatschappij "DE Amstel" B.V. (Netherlands); Casa Exported Ltd.; Casalee (UK) Ltd.; Casalee Transtobac (PVT) Ltd. (Zimbabwe); Casalee Transtobac Lieferanten A.G. (Switzerland); Casalee, Inc.; Companhia Panamericana de Tabacos "Copata" (Dominican Republic); Continental Tobacco, S.A. (Switzerland); Corrie, MacColl & Son Ltd. (U.K.); Deli Maatschappij B.V. (Netherlands); Deli Universal, Inc.; Deltafina, S.p.A. (Italy); Gebruder Kulenkampff AG (Germany); Gebruder Kulenkampff, Inc.; Handelmatschappij Steffex B.V. (Netherlands); Industria AG (Switzerland); Itofina, S.A. (Switzerland); J.P. Taylor Company, Inc.; L'Agricola, S.p.A. (Italy); Lancaster Leaf Tobacco Company of Pennsylvania, Inc.; Latin America Tobacco Company; Limbe Leaf Tobacco Company, Ltd. (Malawi); Lytton Tobacco Company (Malawi) Ltd.; Lytton Tobacco Company (Private) Ltd. (Zimbabwe); Maclin-Zimmer-McGill Tobacco Company, Inc.; Red River Foods, Inc.; Simcoe Leaf Tobacco Company, Ltd. (Canada); Southern Processors, Inc.; Southwestern Tobacco Company, Inc.; Steffex Beheer B.V. Netherlands); Tabacos Argentinos S.A. (Argentina); Tabacos Del Pacifico Norte, S.A. De C.V. (Mexico); Tanzania Leaf Tobacco Co., Ltd. (Tanzania); Tobacco Processors, Inc.; Tobacco Trading International, Inc. Toutiana, S.A. (Switzerland); Universal Leaf (UK) Ltd.; Universal Leaf Tobacco Company, Inc.; Zimbabwe Leaf Tobacco Company (Private) Ltd.

Principal Competitors: DIMON Inc.; Standard Commercial Corporation; British American Tobacco plc.

Chronology

• Key Dates:
• 1918: Universal Leaf Tobacco Company Inc. incorporates.
• 1940: The firm is charged with violating the Sherman Antitrust Act.
• 1968: Universal acquires Inta Roto Company and Overton Container Corporation.
• 1976: The company fends off a hostile takeover bid made by Congoleum Corporation.
• 1984: Lawyers Title Insurance Company and Continental Land Title are purchased.
• 1987: The firm changes its name to Universal Corporation.
• 1990: Germany-based Gebrueder Kulenkampff AG is acquired.
• 1991: Universal spins off its insurance companies as Lawyers Title Corporation.
• 1993: The Casalee Group is purchased.
• 1998: Universal launches a share purchase program.
• 2000: The company reports its 30th consecutive year of annual dividend increases.