<PAGE> 1
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549-1004
_____________________________
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, 1994
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, 1994 and 1993
with Report of Independent Auditors
<PAGE> 3
UST Inc.
Employees' Savings Plan
(the "Plan")
Audited Financial Statements and Schedules
Years ended December 31, 1994 and 1993
CONTENTS
<TABLE>
<S> <C>
Report of Independent Auditors .............................................................. 1
Audited Financial Statements
Statement of Net Assets Available for Benefits ............................................ 2
Statement of Changes in Net Assets Available for Benefits ................................. 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 statements of net assets available for benefits
of the UST Inc. Employees' Savings Plan as of December 31, 1994 and 1993, and
the related statements of changes in net assets available for benefits 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 net assets available for benefits of the Plan at
December 31, 1994 and 1993, and the changes in its net assets available for
benefits for the years then ended, in conformity with generally accepted
accounting principles.
Our audits were performed 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, 1994 and transactions or series
of transactions in excess of 5% of the fair value of plan assets 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 1994 financial statements and,
in our opinion, are fairly stated in all material respects in relation to the
1994 basic financial statements taken as a whole.
ERNST & YOUNG LLP
Stamford, Connecticut
May 2, 1995
1
<PAGE> 5
UST Inc.
Employees' Savings Plan
Statement of Net Assets Available for Benefits
December 31, 1994
<TABLE>
<CAPTION>
FUNDS
FUND A FUND B C AND D FUND E
---------------------------------------------------
<S> <C> <C> <C> <C>
ASSETS
Investments (Notes 1 and 4):
Common stock of UST Inc.-at fair value (cost: $24,747,089) $76,033,495
Group trust funds--at fair value:
Common stock (cost: $2,853,766) $4,605,928
Short-term investment (cost equal to fair value) 4,404
Guaranteed investment contracts (cost equal to fair value) $18,360,487
Balanced Fund-at fair value (cost: $723,008) $700,395
Small Company Fund-at fair value (cost: $1,098,546)
---------------------------------------------------
Total investments 18,360,487 4,605,928 76,037,899 700,395
---------------------------------------------------
Participant loans receivable
Contributions receivable:
Employee 185,947 59,111 153,371 19,250
Employer 870 283,208
Interfund receivables (payables), net (40,327) (7,906) (217,997) 30,432
Accrued income receivable 94,200 40 1,159
---------------------------------------------------
Total plan assets 18,601,177 4,657,173 76,257,640 750,077
---------------------------------------------------
LIABILITIES
Liabilities:
Due to participants 130,397 10,904 464,667 460
---------------------------------------------------
Net assets available for benefits $18,470,780 $4,646,269 $75,792,973 $749,617
===================================================
</TABLE>
<TABLE>
<CAPTION>
PARTICIPANT TOTAL
FUND F LOAN FUND ALL FUNDS
-----------------------------------------
<S> <C> <C> <C>
ASSETS
Investments (Notes 1 and 4):
Common stock of UST Inc.-at fair value (cost: $24,747,089) $ 76,033,495
Group trust funds--at fair value:
Common stock (cost: $2,853,766) 4,605,928
Short-term investment (cost equal to fair value) 4,404
Guaranteed investment contracts (cost equal to fair value) 18,360,487
Balanced Fund-at fair value (cost: $723,008) 700,395
Small Company Fund-at fair value (cost: $1,098,546) $1,218,673 1,218,673
-----------------------------------------
Total investments 1,218,673 100,923,382
-----------------------------------------
Participant loans receivable $3,394,617 3,394,617
Contributions receivable:
Employee 41,490 459,169
Employer 284,078
Interfund receivables (payables), net 146,098 89,700
Accrued income receivable 15,364 110,763
-----------------------------------------
Total plan assets 1,406,261 3,499,681 105,172,009
-----------------------------------------
LIABILITIES
Liabilities:
Due to participants 420 4,360 611,208
-----------------------------------------
Net assets available for benefits $1,405,841 $3,495,321 $104,560,801
=========================================
</TABLE>
<TABLE>
<CAPTION>
VALUATION
UNITS PER UNIT
---------------------------------------------------
<S> <C> <C>
NET ASSETS AVAILABLE FOR BENEFITS
Fund A 1,517,216 $12.174
Fund B 207,770 22.363
Funds C and D 2,719,030 27.875
Fund E 76,441 9.806
Fund F 124,094 11.329
Participant Loan Fund 3,495,321 1.000
</TABLE>
<TABLE>
<CAPTION>
AMOUNT
------------
<S> <C>
NET ASSETS AVAILABLE FOR BENEFITS
Fund A $ 18,470,780
Fund B 4,646,269
Funds C and D 75,792,973
Fund E 749,617
Fund F 1,405,841
Participant Loan Fund 3,495,321
------------
$104,560,801
============
</TABLE>
See notes to financial statements.
2
<PAGE> 6
UST Inc.
Employees' Savings Plan
Statement of Net Assets Available for Benefits
December 31, 1993
<TABLE>
<CAPTION>
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: $23,253,391) $77,760,828 $ 77,760,828
Group trust funds--at fair value:
Common stock (cost: $2,352,056) $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
-----------------------------------------------------------------
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
-----------------------------------------------------------------
Total plan assets 17,250,522 4,201,157 77,972,412 3,173,561 102,597,652
-----------------------------------------------------------------
LIABILITIES
Liabilities:
Due to participants 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
-----------------------------------------------------------------
Net assets available for benefits $17,205,073 $4,192,617 $77,879,356 $3,094,242 $102,371,288
=================================================================
</TABLE>
<TABLE>
<CAPTION>
VALUATION
UNITS PER UNIT AMOUNT
---------------------------------------------------------------
<S> <C> <C> <C>
NET ASSETS AVAILABLE FOR BENEFITS
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 27.750 77,879,356
Participant Loan Fund 3,094,242 1.000 3,094,242
------------
$102,371,288
============
</TABLE>
See notes to financial statements.
3
<PAGE> 7
UST Inc.
Employees' Savings Plan
Statement of Changes in Net Assets Available for Benefits
For the Year Ended December 31, 1994
<TABLE>
<CAPTION>
FUNDS
FUND A FUND B C AND D FUND E FUND F
--------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
Investment income:
Dividends on common stock of UST Inc. $ 3,078,344
Interest $ 1,065,520 $ 242 7,479 $ 19,100 $ 28
--------------------------------------------------------------
Net investment income 1,065,520 242 3,085,823 19,100 28
Interest on participant loans
Net realized and unrealized appreciation
(depreciation) in fair value of investments:
UST Inc. common stock 116,706
Group trust funds 63,800 (22,614) 120,358
--------------------------------------------------------------
Net income (loss) 1,065,520 64,042 3,202,529 (3,514) 120,386
Contributions:
Employee 2,433,340 865,501 2,148,457 196,301 352,297
Employer 17,426 3,640,618
--------------------------------------------------------------
Total contributions 2,450,766 865,501 5,789,075 196,301 352,297
Administrative expenses (46) (7) (242)
Participant distributions (2,362,076) (421,364) (9,092,757) (18,924) (12,357)
Interfund transfers--net 111,543 (54,520) (1,984,988) 575,754 945,515
--------------------------------------------------------------
Net increase (decrease) 1,265,707 453,652 (2,086,383) 749,617 1,405,841
Net assets available for benefits:
Beginning of year 17,205,073 4,192,617 77,879,356
--------------------------------------------------------------
End of year $18,470,780 $4,646,269 $75,792,973 $749,617 $1,405,841
==============================================================
</TABLE>
<TABLE>
<CAPTION>
PARTICIPANT TOTAL
LOAN FUND ALL FUNDS
-------------------------
<S> <C> <C>
Investment income:
Dividends on common stock of UST Inc. $ 3,078,344
Interest 1,092,369
-------------------------
Net investment income 4,170,713
Interest on participant loans $ 183,795 183,795
Net realized and unrealized appreciation
(depreciation) in fair value of investments:
UST Inc. common stock 116,706
Group trust funds 161,544
-------------------------
Net income (loss) 183,795 4,632,758
Contributions:
Employee 5,995,896
Employer 3,658,044
-------------------------
Total contributions 9,653,940
Administrative expenses (295)
Participant distributions (189,412) (12,096,890)
Interfund transfers--net 406,696
-------------------------
Net increase (decrease) 401,079 2,189,513
Net assets available for benefits:
Beginning of year 3,094,242 102,371,288
-------------------------
End of year $3,495,321 $104,560,801
=========================
</TABLE>
See notes to financial statements.
4
<PAGE> 8
UST Inc.
Employees' Savings Plan
Statement of Changes in Net Assets Available for Benefits
For the Year Ended December 31, 1993
<TABLE>
<CAPTION>
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 appreciation (depreciation) in
fair value of investments:
UST Inc. common stock (12,297,427) (12,297,427)
Group trust funds 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 3,665,991
-------------------------------------------------------------------
Total contributions 2,399,412 646,407 6,105,659 9,151,478
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)
Net assets available for benefits:
Beginning of year 15,089,691 3,010,817 93,587,976 2,473,712 114,162,196
-------------------------------------------------------------------
End of year $17,205,073 $4,192,617 $ 77,879,356 $3,094,242 $102,371,288
===================================================================
</TABLE>
See notes to financial statements.
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"). During 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.
Employees are eligible to participate in the Plan 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.
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. The matching contribution for employees of Stimson Lane and Conn Creek
was increased to 50% pursuant to a Plan amendment effective January 1, 1995.
Effective June 1, 1994, the Plan was amended to include employees of Sparta
Industries, Inc. (Sparta). Eligible employees of Sparta 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. Sparta may make a discretionary matching
contribution, which is allocated 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 $9,240 for 1994. 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, from $235,840
in 1993 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 allows participants who invest in more than one fund to
allocate their contributions in multiples of 5% per fund. The Plan's method of
moving existing balances among funds is the fund transfer method. This method
permits Plan participants to change their existing account balances by
transferring amounts from any one participant-directed fund to any other such
fund. During 1994, unit prices for contributions to and withdrawals from funds
A, B, C, E and F ranged from $11.53 to $12.18, from $21.27 to $22.95, from
$24.88 to $31.25, from $9.60 to $10.04 and from $9.52 to $11.37, respectively.
The Plan was amended effective April 1, 1994, to permit contribution rate and
investment changes on a monthly basis, instead of the previously required three
month and six month restrictions, respectively, and to give the EBAC the
authority to determine the appropriate communications method for transmitting
participants instructions. Subsequently, the EBAC authorized the replacement of
the current written forms with a telephone system for communicating
participants' instructions, called "TrU$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, 1994 and 1993, 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 Employee Benefits Department.
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, B, E and F 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 (1994--$61,141; 1993--$94,247) 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. To comply with federal tax law, the Plan was amended during 1993, 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, 1994, 2,019 employees were participants in the Plan. The
number of employees participating in each fund at December 31 is as follows:
<TABLE>
<CAPTION>
FUND 1994 1993
-------------------------------------------
<S> <C> <C>
A 1,380 1,396
B 678 528
C 1,158 1,218
D 1,885 1,879
E 257 -
F 400 -
Participant Loan 625 443
</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
1994 and 1993 follows:
<TABLE>
<CAPTION>
1994 1993
---------------------------------------------------------------------------------------------
FUND C FUND D TOTAL FUND C FUND D TOTAL
---------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Contributions:
Employee $ 2,148,457 - $ 2,148,457 $ 2,450,851 - $ 2,450,851
Employer - $ 3,640,618 3,640,618 - $ 3,654,808 3,654,808
---------------------------------------------------------------------------------------------
Total Contributions 2,148,457 3,640,618 5,789,075 2,450,851 3,654,808 6,105,659
Net income (loss) 596,358 2,606,171 3,202,529 (2,057,063) (7,465,999) (9,523,062)
Administrative expenses (242) - (242) - - -
Participant distributions (2,044,199) (7,048,558) (9,092,757) (3,040,756) (7,215,289) (10,256,045)
Interfund transfers, net (1,524,235) (460,753) (1,984,988) (1,859,101) (176,071) (2,035,172)
---------------------------------------------------------------------------------------------
Net increase (decrease) (823,861) (1,262,522) (2,086,383) (4,506,069) (11,202,551) (15,708,620)
Net assets available for
benefits:
Beginning of year 14,512,333 63,367,023 77,879,356 19,018,402 74,569,574 93,587,976
---------------------------------------------------------------------------------------------
End of year $13,688,472 $62,104,501 $75,792,973 $14,512,333 $ 63,367,023 $ 77,879,356
=============================================================================================
Units:
Beginning of year 522,967 2,283,496 2,806,463 594,325 2,330,299 2,924,624
=============================================================================================
End of year 491,066 2,227,964 2,719,030 522,967 2,283,496 2,806,463
=============================================================================================
</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 net assets
available for benefits are as follows:
<TABLE>
<CAPTION>
DECEMBER 31
1994 1993
-----------------------------
<S> <C> <C>
UST Inc. Common Stock; 1994--2,727,659 shares;
1993--2,802,192 shares $76,033,495 $77,760,828
State Street Bank & Trust Company; guaranteed
investment contract fund; 1994--18,360,487 units; 18,360,487 16,785,913
1993--16,785,913 units
</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 June 1, 1994. 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, 1994
<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. 2,727,659 Shares--
Common Stock $24,747,089 $76,033,495
------------------------------
Group Trust Funds:
State Street Bank and Trust Company 65,276 Units--
Common Stock Fund 2,853,766 4,605,928
------------------------------
State Street Bank and Trust Company 4,404 Units--
Short-Term Investment Fund 4,404 4,404
------------------------------
State Street Bank and Trust Company
Selection Fund:
Allstate Life Insurance Company 1,402,758 units, 5.35%, due
June 30, 1998 $ 1,402,758 $ 1,402,758
Allstate Life Insurance Company 1,625,113 units, 4.94%, due
September 30, 1997 1,625,113 1,625,113
Bankers Trust Company 715,837 units, 8.75%, due
December 31, 1994 715,837 715,837
Capital Holding Corp. 1,026,752 units, 6.73%, due
December 31, 1998 1,026,752 1,026,752
Hartford Life Insurance Company 921,927 units, 4.76%, due
June 30, 1997 921,927 921,927
Hartford Life Insurance Company 848,685 units, 6.03%, due
December 31, 1997 848,685 848,685
John Hancock Life Insurance Company 1,660,316 units, 4.95%, due
December 31, 1997 1,660,316 1,660,316
John Hancock Life Insurance Company 904,818 units, 8.09%, due
July 1, 1996 904,818 904,818
Metropolitan Life Insurance Company 901,042 units, 6.45%, due
March 31, 1997 901,042 901,042
Metropolitan Life Insurance Company 780,441 units, 6.11%, due
December 31, 1997 780,441 780,441
New York Life Insurance Company 437,645 units, 5.55%, due
September 30, 1995 437,645 437,645
New York Life Insurance Company 1,023,518 units, 6.70%, due
December 31, 1996 1,023,518 1,023,518
New York Life Insurance Company 502,974 units, 7.75%, due
March 31, 1999 502,974 502,974
Principal Mutual Life Insurance Company 795,583 units, 8.93%, due
June 30, 1995 795,583 795,583
</TABLE>
11
<PAGE> 16
UST Inc.
Employees' Savings Plan
Schedule of Assets Held for Investment
December 31, 1994
<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>
Principal Mutual Life Insurance Company 503,011 units, 7.85%, due
June 30, 1999 $ 503,011 $ 503,011
Principal Mutual Life Insurance Company 1,374,498 units, 4.42%, due
December 31, 1997 1,374,498 1,374,498
Provident National Assurance Company 893,071 units, 8.61%, due
December 31, 1995 893,071 893,071
State Street Yield Enhanced Short-term
Investment Fund 752,756 units 752,756 752,756
The Life Insurance Company of Virginia 1,289,742 units, 5.33%, due
March 31, 1998 1,289,742 1,289,742
----------------------------
Total 18,360,487 18,360,487
----------------------------
American Balanced Fund 58,366 units
investment fund 723,008 700,395
John Hancock Special Equities Fund 74,949 units
investment fund 1,098,546 1,218,673
----------------------------
Grand total $47,787,300 $100,923,382
============================
</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, 1994
<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> <C>
CATEGORY (III)--A SERIES OF SECURITY TRANSACTIONS
State Street Bank and Short-term Investment Fund
Trust Company Units:
15,363,826 $15,363,826 $15,363,826 188
15,382,741 $15,382,741 15,382,741 112
State Street Bank and Yield Enhanced Short-Term
Trust Company Investment Fund Units:
4,513,218 4,513,218 4,513,218 34
4,365,020 4,365,020 4,365,020 15
UST Inc. Common Stock 3,444,420 3,444,420 12
5,290,406 1,950,722 $3,339,684 11
</TABLE>
THERE WERE NO CATEGORY (I), (II), OR (IV) REPORTABLE TRANSACTIONS DURING 1994.
(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 2, 1995, 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, 1994.
ERNST & YOUNG LLP
Stamford, Connecticut
May 11, 1995
<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 HARRY W. PETER III
----------------------------------
Harry W. Peter III
Chairman, UST Inc. Employee
Benefits Administration Committee
Dated: May 11, 1995
