<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
--------------------------------
FORM 11-K
[X] ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT
OF 1934
FOR THE FISCAL YEAR ENDED DECEMBER 31, 1993
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
FOR THE TRANSITION PERIOD FROM --------------- TO ---------------
COMMISSION FILE NUMBER 0-17506
--------------------------------
A: FULL TITLE OF THE PLAN:
UST INC.
EMPLOYEES' SAVINGS PLAN
B: NAME OF ISSUER OF THE SECURITIES HELD PURSUANT TO THE PLAN AND THE
ADDRESS OF ITS PRINCIPAL EXECUTIVE OFFICE:
UST INC.
100 WEST PUTNAM AVENUE
GREENWICH, CONNECTICUT 06830
<PAGE> 2
Audited Financial Statements and Schedules
UST Inc.
Employees' Savings Plan
Years ended December 31, 1993 and 1992
with Report of Independent Auditors
<PAGE> 3
UST Inc.
Employees' Savings Plan
(the "Plan")
Audited Financial Statements and Schedules
Years ended December 31, 1993 and 1992
CONTENTS
<TABLE>
<S> <C>
Report of Independent Auditors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1
Audited Financial Statements
Statement of Financial Condition . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2
Statement of Income and Changes in Plan Equity . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4
Notes to Financial Statements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6
Supplemental Schedules
Assets Held for Investment . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11
Transactions or Series of Transactions in Excess of 5% of the Fair Value
of Plan Assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13
</TABLE>
<PAGE> 4
Report of Independent Auditors
To the Participants of the
UST Inc.
Employees' Savings Plan
We have audited the accompanying statement of financial condition of the UST
Inc. Employees' Savings Plan as of December 31, 1993 and 1992, and the related
statement of income and changes in plan equity for the years then ended. These
financial statements are the responsibility of the Plan's management. Our
responsibility is to express an opinion on these financial statements based on
our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of
material misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements. An audit
also includes assessing the accounting principles used and significant
estimates made by management, as well as evaluating the overall financial
statement presentation. We believe that our audits provide a reasonable basis
for our opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of the Plan at December 31, 1993
and 1992, and the results of its operations and changes in plan equity for the
years then ended, in conformity with generally accepted accounting principles.
Our audits were made for the purpose of forming an opinion on the basic
financial statements taken as a whole. The accompanying supplemental schedules
of assets held for investment as of December 31, 1993 and of reportable
transactions for the year then ended, are presented for purposes of complying
with the Department of Labor's Rules and Regulations for Reporting and
Disclosure under the Employee Retirement Income Security Act of 1974, and are
not a required part of the basic financial statements. The supplemental
schedules have been subjected to the auditing procedures applied in our audit
of the 1993 financial statements and, in our opinion, are fairly stated in all
material respects in relation to the 1993 financial statements taken as a
whole.
/s/ ERNST & YOUNG
-------------
Stamford, Connecticut
May 18, 1994
1
<PAGE> 5
UST Inc.
Employees' Savings Plan
Statement of Financial Condition
<TABLE>
<CAPTION>
DECEMBER 31, 1993
-----------------------------------------------------------------------------
FUNDS PARTICIPANT TOTAL
FUND A FUND B C AND D LOAN FUND ALL FUNDS
-----------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
ASSETS
Investments (Notes 1 and 4):
Common stock of UST Inc.--at fair value
(cost: 1993--$23,253,391;
1992--$21,209,281) $77,760,828 $77,760,828
Group trust funds--at fair value:
Common stock (cost: 1993E
$2,352,056; 1992--$1,571,319) $4,099,923 4,099,923
Short-term investment (cost equal to
fair value) $ 12,357 10,962 23,319
Guaranteed investment contracts (cost
equal to fair value) 16,785,913 16,785,913
Insurance group annuity contract--at
fair value (cost equal to fair value)
-----------------------------------------------------------------------------
Total investments 16,798,270 4,099,923 77,771,790 98,669,983
-----------------------------------------------------------------------------
Participant loans receivable $3,094,242 3,094,242
Contributions receivable:
Employee 198,265 60,846 177,595 436,706
Employer 1,112 292,769 293,881
Interfund receivables (payables), net 166,131 40,377 (270,608) 64,100
Accrued income receivable 86,744 11 866 15,219 102,840
Cash
-----------------------------------------------------------------------------
Total plan assets $17,250,522 $4,201,157 $77,972,412 $3,173,561 $102,597,652
=============================================================================
LIABILITIES AND PLAN EQUITY
Liabilities:
Due to (from) participants, net $ 45,449 $ 8,540 $ 82,109 $ 79,319 $ 215,417
Due to trustee 10,947 10,947
-----------------------------------------------------------------------------
Total liabilities 45,449 8,540 93,056 79,319 226,364
Plan equity 17,205,073 4,192,617 77,879,356 3,094,242 102,371,288
-----------------------------------------------------------------------------
Total liabilities and plan equity $17,250,522 $4,201,157 $77,972,412 $3,173,561 $102,597,652
=============================================================================
</TABLE>
<TABLE>
<CAPTION>
VALUATION
UNITS PER UNIT AMOUNT
-----------------------------------------------------------------------------
<S> <C> <C> <C>
PLAN EQUITY
Fund A 1,500,441 $11.466 $ 17,205,073
Fund B 189,874 22.081 4,192,617
Funds C and D 2,806,463 27.75 77,879,356
Participant Loan Fund 3,094,242 1.00 3,094,242
------------
$102,371,288
============
</TABLE>
See notes to financial statements.
2
<PAGE> 6
<TABLE>
<CAPTION>
DECEMBER 31, 1992
- - - --------------------------------------------------------------------------------
FUNDS PARTICIPANT TOTAL
FUND A FUND B C AND D LOAN FUND ALL FUNDS
- - - --------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
$93,895,072 $ 93,895,072
$2,988,832 2,988,832
$ 1,053,000 30,000 1,083,000
12,090,129 12,090,129
1,323,849 1,323,849
- - - --------------------------------------------------------------------------------
14,466,978 2,988,832 93,925,072 111,380,882
- - - --------------------------------------------------------------------------------
$2,473,712 2,473,712
183,416 41,457 196,331 421,204
823 267,601 268,424
429,462 (16,149) (360,867) (52,446)
91,659 696 13,718 106,073
354 253 607
- - - --------------------------------------------------------------------------------
$15,172,692 $3,014,140 $94,029,086 $2,434,984 $114,650,902
================================================================================
$ 74,133 $ 3,323 $ 410,916 $ (38,728) $ 449,644
8,868 30,194 39,062
- - - --------------------------------------------------------------------------------
83,001 3,323 441,110 (38,728) 488,706
15,089,691 3,010,817 93,587,976 2,473,712 114,162,196
- - - --------------------------------------------------------------------------------
$15,172,692 $3,014,140 $94,029,086 $2,434,984 $114,650,902
================================================================================
</TABLE>
<TABLE>
<CAPTION>
VALUATION
UNITS PER UNIT AMOUNT
- - - --------------------------------------------------------------------------------
<S> <C> <C>
1,405,106 $10.7392 $ 15,089,691
149,829 20.0950 3,010,817
2,924,624 32.0000 93,587,976
2,473,712 1.0000 2,473,712
------------
$114,162,196
============
</TABLE>
3
<PAGE> 7
UST Inc.
Employees' Savings Plan
Statement of Income and Changes in Plan Equity
<TABLE>
<CAPTION>
FOR THE YEAR ENDED DECEMBER 31, 1993
----------------------------------------------------------------------------
FUNDS PARTICIPANT TOTAL
FUND A FUND B C AND D LOAN FUND ALL FUNDS
----------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
Investment income:
Dividends on common stock of UST
Inc. $ 2,768,090 $ 2,768,090
Interest $ 1,063,331 $ 19 6,275 1,069,625
----------------------------------------------------------------------------
Net investment income 1,063,331 19 2,774,365 3,837,715
Interest on participant loans $ 178,870 178,870
Net realized and unrealized
depreciation in fair value of
investments:
UST Inc. common stock (12,297,427) (12,297,427)
Group trust fund--common stock 330,932 330,932
----------------------------------------------------------------------------
Net income (loss) 1,063,331 330,951 (9,523,062) 178,870 (7,949,910)
Contributions:
Employee 2,388,229 646,407 2,450,851 5,485,487
Employer 11,183 3,654,808 3,665,992
----------------------------------------------------------------------------
Total contributions 2,399,412 646,407 6,105,659 9,151,479
Participant distributions (2,473,723) (150,012) (10,256,045) (112,696) (12,992,476)
Interfund transfers--net 1,126,362 354,454 (2,035,172) 554,356 --
----------------------------------------------------------------------------
Net increase (decrease) 2,115,382 1,181,800 (15,708,620) 620,530 (11,790,908)
Plan equity at beginning of year 15,089,691 3,010,817 93,587,976 2,473,712 114,162,196
----------------------------------------------------------------------------
Plan equity at end of year $17,205,073 $4,192,617 $ 77,879,356 $3,094,242 $102,371,288
============================================================================
</TABLE>
See notes to financial statements.
4
<PAGE> 8
<TABLE>
<CAPTION>
FOR THE YEAR ENDED DECEMBER 31, 1992
- - - -----------------------------------------------------------------------------
FUNDS PARTICIPANT TOTAL
FUND A FUND B C AND D LOAN FUND ALL FUNDS
- - - -----------------------------------------------------------------------------
<S> <C> <C> <C> <C>
$ 2,291,532 $ 2,291,532
$1,068,460 $ 57 5,156 1,073,673
- - - -----------------------------------------------------------------------------
1,068,460 57 2,296,688 3,365,205
$ 150,158 150,158
(2,088,106) (2,088,106)
201,911 201,911
- - - -----------------------------------------------------------------------------
1,068,460 201,968 208,582 150,158 1,629,168
2,393,591 474,132 2,535,381 5,403,104
10,283 3,423,207 3,433,490
- - - -----------------------------------------------------------------------------
2,403,874 474,132 5,958,588 8,836,594
(1,519,096) (56,057) (5,191,423) (73,098) (6,839,674)
(429,638) (42,119) (292,683) 764,440
- - - -----------------------------------------------------------------------------
1,523,600 577,924 683,064 841,500 3,626,088
13,566,091 2,432,893 92,904,912 1,632,212 110,536,108
- - - -----------------------------------------------------------------------------
$15,089,691 $3,010,817 $93,587,976 $2,473,712 $114,162,196
=============================================================================
</TABLE>
5
<PAGE> 9
UST Inc.
Employees' Savings Plan
Notes to Financial Statements
1. SIGNIFICANT ACCOUNTING POLICIES
Investments are recorded at fair value. The change in the difference between
the fair value and the cost of investments is reflected as unrealized
appreciation (depreciation) in the aggregate fair value of investments. The
realized appreciation in the aggregate fair value of investments is the
difference between the proceeds received and the average cost of the
investments sold. Proceeds for Funds C and D represent the market value of UST
Inc. common stock on the valuation date of withdrawal.
Securities traded on a national securities exchange are valued at the last
reported sales price on the last business day of the year. Investments traded
in the over-the-counter market and listed securities for which no sale was
reported on that date are valued at the average of the last reported bid and
ask prices.
The fair value of the participation units owned by the Plan in group trust
funds is based on quoted redemption value on the last business day of the plan
year.
Insurance group annuity contracts are valued at contract value. Contract value
represents contributions made under the contract, plus interest at the contract
rate, less funds used to pay distributions and withdrawals. Early withdrawal of
deposits results in a market value adjustment.
2. DESCRIPTION OF PLAN
The UST Inc. Employees' Savings Plan is an employee benefit plan established to
encourage and assist employees to adopt a regular savings program and to help
provide additional security for retirement.
The Plan is a trusteed plan administered by the UST Inc. Employee Benefits
Administration Committee ("EBAC"). Effective October 1, 1993, the UST Board of
Directors ("Board") approved the appointment of Wachovia Bank of North Carolina
to succeed State Street Bank and Trust Company as trustee for the Plan.
The Plan was amended during 1992 to change the eligibility requirements for
employees hired on or after January 1, 1992 to be the first day of the month
following the date a year of service has been completed. A year of service
shall be met upon completion of at least 1,000 hours of service during a
12-month consecutive period measured from the employee's date of hire.
Participants and employees eligible to participate prior to January 1, 1992 are
not subject to this amendment.
The majority of employees may make an aggregate contribution to the Plan of 2%
to 12% (in 1/2% increments) of base pay, on a before- tax or after-tax basis,
of which the first 6% is subject to a 100% matching contribution by the
Company. Employees of Stimson Lane Ltd. (Stimson Lane) and Conn Creek Winery
Ltd. (Conn Creek) may make an aggregate contribution to the Plan of 2% to 12%
(in 1/2% increments) of base pay, on a before-tax or after-tax basis, of which
the first 3% of such contribution is subject to a 25% matching contribution by
the Company. Effective June 1, 1994, the Plan will be amended to include
employees of Sparta Industries, Inc. Pursuant to this amendment, eligible
employees of Sparta Industries, Inc. may make an aggregate contribution to the
Plan of 2% to 12% (in 1/2% increments) of base pay, on a before-tax basis or
after-tax basis. The Company may make a discretionary matching contribution
based on the participants contributions to the Plan during the year.
6
<PAGE> 10
UST Inc.
Employees' Savings Plan
Notes to Financial Statements (continued)
2. DESCRIPTION OF PLAN (CONTINUED)
The maximum annual contribution for a participant for the plan years presented
is limited to the lesser of $30,000 or 25% of compensation and the maximum
annual before-tax contribution was limited to $8,994 for 1993. Effective
January 1, 1993, compensation taken into account under the Plan cannot exceed
$235,840 for any individual. In compliance with federal tax law, the Plan was
amended effective January 1, 1994 to reduce the compensation taken into account
under the Plan to $150,000 for any individual.
In accordance with the Plan, participants can direct the investment of their
contributions between Fund A (a fixed income fund, as defined), Fund B (a
diversified equity fund, as defined) and Fund C (common stock of UST Inc.).
Effective, April 1, 1994, the Plan was amended to add two new investment
vehicles to which participants can also invest their contributions. They
include Fund E (a balanced fund, as defined) and Fund F (a small company fund,
as defined). The Plan was amended in 1992, to allow the participants who invest
in more than one fund to allocate their contributions in multiples of 5% per
fund instead of the previously required 25% multiple. Also, the Plan was
further amended during 1992 to change the method of moving existing balances
among funds from a fund reallocation method to a fund transfer method. The fund
transfer method permits Plan participants to change their existing account
balances by transferring amounts from any one participant-directed fund to any
other such fund, whereas the fund reallocation method permitted the change of
existing account balances by reallocating a participant's entire account
balance among one or more of the participant-directed funds. During 1993, unit
prices for contributions to and withdrawals from funds A, B and C ranged from
$10.80 to $11.47, from $20.24 to $22.10, and from $26.25 to $31.38,
respectively.
The Plan was further amended effective April 1, 1994, to permit contribution
rate and investment changes on a monthly basis, instead of the previously
required three month and six month restrictions, respectively, and to give the
EBAC the authority to determine the appropriate communications method for
transmitting participants instructions. Subsequently, the EBAC authorized the
replacement of the current written forms with a telephonic system for
communicating participants' instructions, called "Tru$tline".
Company matching contributions are reduced by any forfeited amounts. At the
discretion of the Board, additional matching contributions may be made by the
Company. For the years ended December 31, 1993 and 1992, no additional
discretionary contributions have been made. Company matching contributions are
invested principally in common stock of UST Inc. and are deposited in Fund D.
Employees age 59 1/2 or older can direct investment of Company matching
contributions in Fund A rather than Fund D. Employee contributions are always
100% vested, while vesting of the Company's contributions generally occurs over
a period of five years at a rate of 20% for each year of service. Months during
which a participant is eligible to participate in the Plan, but chooses not to,
will not count toward vesting. Participants become 100% vested upon death or
attainment of age 55.
The Plan includes a loan feature for participants who are actively employed by
the Company enabling them to borrow from their vested plan balance.
Participants may not obtain a loan if they (i) already have two outstanding
loans under the Plan or (ii) have obtained a loan from the Plan within the
six-month period immediately preceding the application for a new loan. The term
of the loan can range from one to five years as elected by the participant.
Loan repayments are made in equal installments of principal and
7
<PAGE> 11
UST Inc.
Employees' Savings Plan
Notes to Financial Statements (continued)
2. DESCRIPTION OF PLAN (CONTINUED)
interest by automatic payroll deductions starting two months after the
effective date of the loan. The maximum amount the participant can borrow is
the lesser of 50% of their vested interest in the Plan or $50,000 less the
highest outstanding loan balance over the previous twelve months. The minimum
loan amount is $1,000. The loan interest rate is determined by the EBAC on a
monthly basis, equal to the average of the prime lending rate of two banks in
Greenwich, Connecticut. The interest rate is fixed for the term of the loan. In
the event a participant defaults on a Plan loan, the entire unpaid balance of
the loan shall become due and payable immediately.
In the event that the Plan is terminated, participants receive the fair value
of their accounts.
Employees participating in the Plan are not subject to federal income tax on
amounts contributed to the Plan by UST Inc. or on amounts that such employees
contribute to the Plan on a before-tax basis until such time that their
participating interest in the Plan is distributed to them. In general, a
participating employee is subject to tax on the amount by which the
distribution paid exceeds the amount contributed on an after-tax basis to the
Plan.
Administrative expenses are paid by UST Inc. (the "Company"). All costs and
expenses with regard to the purchase or sale of investments are paid by the
Plan. The Plan was amended effective January 1, 1993, to permit payment of
administrative expenses from the Plan, to the extent permissible under
applicable law.
The foregoing description of the Plan provides only general information.
Participants should refer to the Summary Plan Description (SPD) for a more
complete description of the Plan's provisions. Copies of the SPD are available
from the EBAC.
3. PARTICIPANTS' INTERESTS
A participant's interest in the Plan is based on "Units of Participation", the
value of which is calculated monthly for each fund based on the aggregate fair
value of the fund's investments at each month end. The value of a unit for
Funds A and B is determined by dividing the fair value of each Fund by the
total number of its outstanding units. The unit value for Funds C and D is
equal to the fair value of one share of common stock of UST Inc. The
Participant Loan Fund unit value is $1.
A participant obtaining a distribution from the Plan receives the fair value of
his account. If a participant leaves the Company before becoming fully vested
in the employer's contribution to the Plan (value of Fund D), the participant
will forfeit the nonvested portion of the employer's contribution. Such
forfeitures (1993--$94,247; 1992--$98,107) remain in the Fund and are applied
to reduce employer contributions. Under the provisions of the Plan, a
participant may, at the discretion of the EBAC, be permitted to (i) contribute
to the Plan certain distributions received from another qualified employee
benefit plan or (ii) direct the trustee of such other plan to make a
trust-to-trust transfer to the Plan of the participant's account in such other
plan. The Plan was amended effective January 1, 1993, to comply with federal
tax law, to permit participants the right to elect to have the Plan make a
direct transfer of eligible rollover distributions from this Plan to another
qualified plan or IRA.
8
<PAGE> 12
UST Inc.
Employees' Savings Plan
Notes to Financial Statements (continued)
3. PARTICIPANTS' INTERESTS (CONTINUED)
As of December 31, 1993, 1,922 employees were participants in the Plan. The
number of employees participating in each fund at December 31 is as follows:
<TABLE>
<CAPTION>
FUND 1993 1992
----------------------------------------------
<S> <C> <C>
A 1,396 1,362
B 528 381
C 1,218 1,213
D 1,879 1,845
Participant Loan 443 495
</TABLE>
The accounting records for Funds C and D are combined, and are not separately
maintained as between these two funds. Separate participant records are,
however, maintained for each Fund. A summary of such participant records for
1993 and 1992 follows:
<TABLE>
<CAPTION>
1993 1992
------------------------------------------------------------------------------------------
FUND C FUND D TOTAL FUND C FUND D TOTAL
------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Contributions:
Employee $ 2,450,851 $ 2,450,851 $ 2,535,381 $ 2,535,381
Employer $ 3,654,808 3,654,808 $ 3,423,207 3,423,207
------------------------------------------------------------------------------------------
Total Contributions 2,450,851 3,654,808 6,105,659 2,535,381 3,423,207 5,958,588
Net income (loss) (2,057,063) (7,465,999) (9,523,062) 185,697 22,885 208,582
Participant
distributions (3,040,756) (7,215,289) (10,256,045) (1,035,038) (4,156,385) (5,191,423)
Interfund transfers,
net (1,859,101) (176,071) (2,035,172) 137,603 (430,286) (292,683)
------------------------------------------------------------------------------------------
Net increase (4,506,069) (11,202,551) (15,708,620) 1,823,643 (1,140,579) 683,064
(decrease)
Plan equity at
beginning of year 19,018,402 74,569,574 93,587,976 17,194,759 75,710,153 92,904,912
------------------------------------------------------------------------------------------
Plan equity at end of
year $14,512,333 $63,367,023 $77,879,356 $19,018,402 $74,569,574 $93,587,976
==========================================================================================
Units:
Beginning of year 594,325 2,330,299 2,924,624 525,031 2,311,761 2,836,792
==========================================================================================
End of year
522,967 2,283,496 2,806,463 594,325 2,330,299 2,924,624
==========================================================================================
</TABLE>
9
<PAGE> 13
UST Inc.
Employees' Savings Plan
Notes to Financial Statements (continued)
4. INVESTMENTS
The fair value of individual investments that represent 5% or more of Plan
equity are as follows:
<TABLE>
<CAPTION>
DECEMBER 31
1993 1992
------------------------------
<S> <C> <C>
UST Inc. Common Stock; 1993--2,802,192 shares;
1992--2,934,221 shares $77,760,828 $93,895,072
State Street Bank & Trust Company; guaranteed
investment contract fund; 1993--16,785,913 units;
1992--12,090,129 units 16,785,913 12,090,129
</TABLE>
5. FEDERAL INCOME TAX STATUS
The Internal Revenue Service has ruled that the Plan qualifies under Section
401(a) and 401(k) of the Internal Revenue Code (IRC) and, therefore, the trust
which holds the assets of the Plan is not subject to tax under Section 501(a)
of the IRC. The Plan was amended as described in Note 2, and a favorable
determination letter has been received from the Internal Revenue Service for
the Plan as amended on July 1, 1989. The Employee Benefits Administration
Committee is not aware of any course of action or series of events that have
occurred that might adversely affect the Plan's qualified status.
The Plan was amended as described in Notes 2 and 3 to comply with applicable
federal tax laws.
10
<PAGE> 14
SUPPLEMENTAL SCHEDULES
<PAGE> 15
UST Inc.
Employees' Savings Plan
Schedule of Assets Held for Investment
December 31, 1993
<TABLE>
<CAPTION>
Description of Investment Including
Maturity Date,
Identity of Issue, Borrower, Rate of Interest, Par or Total All Funds
Lessor or Similar Party Maturity Value Cost Fair Value
- - - ----------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
UST Inc. 2,802,192 Shares--
Common Stock $23,253,391 $ 77,760,828
---------------------------------
Group Trust Funds:
State Street Bank and Trust Company 58,911 Units--
Common Stock Fund 2,352,056 4,099,923
---------------------------------
State Street Bank and Trust Company 23,319 Units--
Short-Term Investment Fund 23,319 23,319
---------------------------------
State Street Bank and Trust Company
Selection Fund:
The Life Insurance Company of Virginia 532,280 units, 8.32%, due
December 31, 1993 532,280 532,280
Continental Assurance Company 328,334 units, 8.53%, due
June 30, 1994 328,334 328,334
Bankers Trust Company 744,345 units, 8.75%, due
December 31, 1994 744,345 744,345
Principal Mutual Life Insurance Company 1,651,860 units, 8.93%, due
June 30, 1995 1,651,860 1,651,860
New York Life Insurance Company 922,685 units, 5.55%, due
September 30, 1995 922,685 922,685
Provident National Assurance Company 929,862 units, 8.61%, due
December 31, 1995 929,862 929,862
John Hancock Life Insurance Company 946,675 units, 8.09%, due
July 1, 1996 946,675 946,675
New York Life Insurance Company 1,084,900 units, 6.70%, due
December 31, 1996 1,084,900 1,084,900
Metropolitan Life Insurance Company 957,335 units, 6.45%, due
March 31, 1997 957,335 957,335
Principal Mutual Life Insurance Company 1,488,931 units, 4.42%, due 1,488,931 1,488,931
December 31, 1997
Allstate Life Insurance Company 1,720,379 units, 5.35%, due 1,720,379 1,720,379
June 30, 1998
State Street Yield Enhanced Short-term
Investment Fund 604,558 units 604,558 604,558
Hartford Life Insurance Company 905,284 units, 6.03%, due
December 31, 1997 905,284 905,284
Metropolitan Life Insurance Company 831,873 units, 6.11%, due
June 30, 1997 831,873 831,873
</TABLE>
11
<PAGE> 16
UST Inc.
Employees' Savings Plan
Schedule of Assets Held for Investment
December 31, 1993
<TABLE>
<CAPTION>
Description of Investment
Including Maturity Date,
Identity of Issue, Borrower, Rate of Interest, Par or Total All Funds
Lessor or Similar Party Maturity Value Cost Fair Value
- - - ----------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Allstate Life Insurance Company 1,751,636 units, 4.94%, due
September 30, 1997 $ 1,751,636 $ 1,751,636
The Life Insurance Company of Virginia 1,384,976 units, 5.33%, due
March 31, 1998 1,384,976 1,384,976
----------------------------------
Total 16,785,913 16,785,913
----------------------------------
Grand total $42,414,679 $98,669,983
==================================
</TABLE>
12
<PAGE> 17
UST Inc.
Employees' Savings Plan
Schedule of Transactions or Series of Transactions
in Excess of 5% of the Fair Value of Plan Assets
For the Year Ended
December 31, 1993
<TABLE>
<CAPTION>
Identity of Purchase Selling Total Number
Party Involved Description of Asset Price (1) Price (1) Cost of Asset Net Gain Purchases Sales
- - - ----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
CATEGORY (III)--A SERIES OF SECURITY TRANSACTIONS
State Street Bank and Short-term Investment Fund
Trust Company Units:
17,376,413 $17,376,413 $17,376,413 128
18,436,094 $18,436,094 18,436,094 72
</TABLE>
THERE WERE NO CATEGORY (I), (II), OR (IV) REPORTABLE TRANSACTIONS DURING 1993.
(1)--Purchase and selling prices are equal to fair value at dates of
acquisition and disposition, respectively.
13
<PAGE> 18
CONSENT OF INDEPENDENT AUDITORS
We consent to the incorporation by reference in the Registration Statement
(Form S-8 No. 2-72410) pertaining to the Employees' Savings Plan of UST Inc. of
our report dated May 18, 1994, with respect to the financial statements and
schedules of the UST Inc. Employees' Savings Plan included in this Annual
Report (Form 11-K) for the year ended December 31, 1993.
ERNST & YOUNG
Stamford, Connecticut
June 20, 1994
<PAGE> 19
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the UST
Inc. Employee Benefits Administration Committee has duly caused this annual
report to be signed on its behalf by the undersigned hereunto duly authorized.
UST INC. EMPLOYEES' SAVINGS PLAN
By s/Harry W. Peter III
-------------------------------------
Harry W. Peter III
Chairman, UST Inc. Employee Benefits
Administration Committee
Dated: June 20, 1994
