UST INC
DEFA14A, 1996-04-16
TOBACCO PRODUCTS
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<PAGE>   1

 
                            SCHEDULE 14A INFORMATION
 
          PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE SECURITIES
                    EXCHANGE ACT OF 1934 (AMENDMENT NO.   )
 
Filed by the Registrant /X/
 
Filed by a Party other than the Registrant / /
 
Check the appropriate box:


<TABLE>
<S>                                         <C>
/ /  Preliminary Proxy Statement           / / Confidential, for Use of the Commission
                                               Only (as permitted by Rule 14a-6(e)(2))
/ /  Definitive Proxy Statement
/X/  Definitive Additional Materials
/ /  Soliciting Material Pursuant to sec.240.14a-11(c) or sec.240.14a-12
</TABLE>
 
                                   UST INC.
- --------------------------------------------------------------------------------
                (Name of Registrant as Specified In Its Charter)
 

- --------------------------------------------------------------------------------
    (Name of Person(s) Filing Proxy Statement, if other than the Registrant)
 
Payment of Filing Fee (Check the appropriate box):
 
/ /  $125 per Exchange Act Rules 0-11(c)(1)(ii), or 14a-6(i)(1), or 14a-6(i)(2)
     or Item 22(a)(2) of Schedule 14A.
 
/ /  $500 per each party to the controversy pursuant to Exchange Act Rule
     14a-6(i)(3).
 
/ /  Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
 
     (1)  Title of each class of securities to which transaction applies:
 
     (2)  Aggregate number of securities to which transaction applies:
 
     (3)  Per unit price or other underlying value of transaction computed
          pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the
          filing fee is calculated and state how it was determined):
 
     (4)  Proposed maximum aggregate value of transaction:
 
     (5)  Total fee paid:
 
/X/  Fee paid previously with preliminary materials.
 
/ /  Check box if any part of the fee is offset as provided by Exchange Act Rule
     0-11(a)(2) and identify the filing for which the offsetting fee was paid
     previously. Identify the previous filing by registration statement number,
     or the Form or Schedule and the date of its filing.
 
     (1)  Amount Previously Paid:
 
     (2)  Form, Schedule or Registration Statement No.:
 
     (3)  Filing Party:
 
     (4)  Date Filed:
<PAGE>   2
 
                                      UST
                             100 WEST PUTNAM AVENUE
                          GREENWICH, CONNECTICUT 06830
                                                                  April 17, 1996
Dear Stockholder:
                                   A REMINDER
 
     We have previously sent you proxy soliciting material relative to the
Annual Meeting of Stockholders to be held on May 7, 1996. According to our
records, we have not as yet received your proxy.
 
     Since time is short and your vote is very important, we encourage you to
sign, date and return the enclosed duplicate proxy card as soon as possible.
Your vote is very important whether your holding is large or small.
 
     Please note that, as described in the Proxy Statement, the Board of
Directors recommends a vote FOR Proposals 1 and 2 and AGAINST Proposals 3 and 4.
 
     Your cooperation is greatly appreciated.
 
                                           Sincerely,
 
                                           VINCENT A. GIERER, JR.
                                           Chairman of the Board and
                                           Chief Executive Officer
                              PLEASE ACT PROMPTLY
<PAGE>   3
 
                     WACHOVIA BANK OF NORTH CAROLINA, N.A.
 
                          UST EMPLOYEES' SAVINGS PLAN
                                   A REMINDER
 
     You have previously received proxy soliciting material relative to the
Annual Meeting of Stockholders to be held on May 7, 1996.
 
     According to our latest records, we have not received your instructions for
the shares held on your behalf in the UST Employees' Savings Plan. The Plan
provides that, as Trustee, we must vote shares as to which we receive no
instruction in the same proportion as instructed shares are voted. We urge you
to send in your instruction card promptly so that your shares may be voted
according to your own instructions. We must have your completed instruction card
by May 2, 1996 in order to vote your shares in accordance with your directions.
 
     Please note that, as described in the Proxy Statement, the Board of
Directors recommends a vote FOR Proposals 1 and 2 and AGAINST Proposals 3 and 4.
 
     An instruction card and return envelope are enclosed for your use.
 
     Thank you for your cooperation.


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