UNITED
STATES
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 (Date of earliest event reported): January 6, 2009
UST
INC.
(Exact
name of registrant as specified in its charter)
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Delaware
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0-17506
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06-1193986
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(State
or other jurisdiction
of
incorporation)
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(Commission
File Number)
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(I.R.S.
Employer
Identification
No.)
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6
High Ridge Park, Building A, Stamford, Connecticut
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06905
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(Address
of principal executive offices)
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(Zip
Code)
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(203)
817-3000
(Registrant’s
telephone number, including area code)
Not
Applicable
(Former
name or former address, if changed since last report.)
Check the
appropriate box below if the Form 8-K filing is intended to simultaneously
satisfy the filing obligation of the registrant under any of the following
provisions:
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o
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
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_________________________________________________________
Introductory
Note
On January 6, 2009, Altria Group, Inc., a Virginia corporation
(“Altria”) announced that it completed the acquisition of UST Inc., a Delaware corporation
(“UST”). Pursuant to the terms of the Agreement and Plan of Merger
(the “Merger Agreement”), dated as of September 7, 2008, among UST, Altria and
Armchair Merger Sub, Inc., a Delaware corporation and an indirect wholly-owned
subsidiary of Altria (the “Merger Subsidiary”), as amended by Amendment No. 1 thereto
(“Amendment No. 1”), dated as of October 2, 2008, the Merger Subsidiary merged
with and into UST (the “Merger”), with UST continuing as the surviving corporation
and becoming an indirect wholly-owned subsidiary of
Altria.
The foregoing description of the Merger
Agreement, Amendment No.
1 and the transactions
contemplated thereby does not purport to be complete and is subject to, and
qualified in its entirety by, reference to the Merger Agreement and Amendment No.
1. A copy of
the Merger Agreement was
attached as Exhibit 1.1 to
UST’s Current Report on Form 8-K filed
with the Securities and Exchange Commission (“SEC”) on September 8,
2008, and a copy of Amendment No. 1 was attached
as Exhibit 1.1 to UST’s Current Report on Form 8-K filed with the SEC on October
3, 2008.
Item
1.02 Termination of a Material
Definitive Agreement
On January 6, 2009, following
consummation of the Merger, UST terminated its $300,000,000 Five-Year Revolving
Credit Agreement and paid off all amounts outstanding with funds provided by
Altria. A copy of the Revolving Credit Agreement was filed as Exhibit
10.1 to UST’s Current Report on Form 8-K filed with the SEC on July 3,
2007.
Item
3.01 Notice of Delisting or Failure to
Satisfy a Continued Listing Standard; Transfer of Listing.
On January 6, 2009, UST
notified the New York Stock Exchange (“NYSE”) that, upon consummation of the
Merger on January 6, 2009, each
share of UST’s common stock, par value $0.50 per share (the “Common Shares”),
outstanding immediately prior to the effective time of the Merger, other
than those held by UST, Altria, the Merger Subsidiary or any of their respective
subsidiaries, and other than those shares with respect to which dissenters
rights were properly exercised and not withdrawn (the “Excluded Shares”), was
converted into the right to receive $69.50 in cash, without interest and net of
any applicable withholding taxes (the “Per Share Merger Consideration”). In addition, each option to purchase
the Common
Shares that was outstanding
and unexercised immediately prior to the effective time of the Merger was
cancelled in exchange for the right to receive the difference between the
exercise price for such option and the Per Share Merger Consideration, less
applicable taxes required to be withheld. As a result of the Merger,
UST became an indirect wholly-owned subsidiary of Altria.
On January 6, 2009, the NYSE suspended
trading of the Common Shares. UST expects that the NYSE will file shortly with
the SEC a Notification of Removal from Listing and/or Registration under Section
12(b) of the Securities Exchange Act of 1934, as amended, on Form 25 to delist
and deregister the Common Shares.
Item
3.03 Material Modification to Rights of
Security Holders.
Upon consummation of the Merger, all
Common Shares, other than the Excluded Shares, were converted into the right to
receive $69.50 in cash, without interest and net of any applicable withholding
taxes. In addition, each option to
purchase the Common
Shares that was outstanding
and unexercised immediately prior to the effective time of the Merger was
cancelled in exchange for the right to receive
the difference between the exercise
price for such option and the Per Share Merger Consideration, less applicable
taxes required to be withheld.
Item
5.01 Change
in Control of Registrant.
Upon consummation of the Merger on January 6, 2008, the
Merger Subsidiary merged with and into UST, with UST continuing as the surviving
corporation. In the Merger, all Common Shares outstanding immediately
prior to the effective time of the Merger, other than the Excluded Shares,
were converted into the right to receive $69.50 in cash, without interest and
net of any applicable withholding taxes. In addition, each option to
purchase the Common Shares that was outstanding and unexercised
immediately prior to the effective time of the Merger was cancelled in exchange
for the right to receive the difference between the exercise price for such
option and the Per Share Merger Consideration, less applicable taxes required to
be withheld. As a result of the Merger, UST became an indirect
wholly-owned subsidiary of Altria. The aggregate consideration paid
by Altria in connection with the Merger was approximately $11.7 billion, including the assumption of approximately $1.3
billion in debt. Altria financed the acquisition and the payment of the
merger consideration through a combination of cash on hand
and debt
financing.
Item
5.02. Departure of Directors or Certain
Officers; Election of Directors; Appointment of Certain Officers; Compensatory
Arrangements of Certain Officers.
In connection with the Merger, as of
the effective time of the Merger, the following directors voluntarily resigned
form the Board of Directors of UST: Murray S. Kessler, John P.
Clancey, Peter J. Neff, Joseph E. Heid, Patricia Diaz Dennis, John D. Barr,
Ronald J. Rossi, Andrew J. Parsons and Lawrence J. Ruisi.
Immediately following resignation of
the foregoing directors and pursuant to the Merger Agreement, the size of UST’s
board of directors was reduced to three members and the following individuals
were appointed as directors of UST: (i) Howard A. Willard III,
Executive Vice President of Strategy and Business Development of Altria, (ii) W.
Hildebrandt Surgner, Jr., Senior Assistant General Counsel of Altria Client
Services Inc., and (iii) Daniel J. Bryant, Director, Treasury Management of
Altria Client Services Inc.
At the time of the execution of the
Merger Agreement, Altria entered into employment agreements with certain
officers of UST. Such agreements were described in UST’s Proxy
Statement, which was filed with the SEC on October 29, 2008, and became
effective with the consummation of the Merger.
Item
5.03. Amendments
to Articles of Incorporation or Bylaws; Change in Fiscal
Year.
After the completion of the merger,
UST’s certificate of incorporation and bylaws were amended, effective January 6,
2009. Copies of the amended and restated certificate of incorporation
and bylaws are attached as Exhibits 3.1 and 3.2, respectively, to this Current
Report on Form 8-K and are incorporated herein by reference in their
entirety.
Item 9.01.
Financial Statements and
Exhibits.
(d) Exhibits
The following are included as exhibits
to this report:
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Exhibit
No.
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Description
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3.1
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Amended
and Restated Certificate of Incorporation of UST Inc.
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3.2
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Amended
and Restated Bylaws of UST
Inc.
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SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has
duly caused this report to be signed on its behalf by the undersigned hereunto
duly authorized.
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UST
INC.
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(Registrant)
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DATE:
January 6, 2009
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By:
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/s/
Gary B. Glass
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Name:
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Gary
B. Glass
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Title:
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Vice
President, General Counsel and Assistant
Secretary
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INDEX
TO EXHIBITS
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Exhibit
No. |
Description
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3.1 |
Amended and Restated Certificate
of Incorporation of UST Inc.
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3.2 |
Amended
and Restated Bylaws of UST
Inc.
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