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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:
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<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 Section 240.14a-11(c) or Section 240.14a-2.
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UST INC.
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(Name of Registrant as Specified In Its Charter)
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(Name of Person(s) Filing Proxy Statement, if other than Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-12.
(1) Title of each class of securities to which transaction applies:
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(2) Aggregate number of securities to which transaction applies:
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(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):
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(4) Proposed maximum aggregate value of transaction:
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(5) Total fee paid:
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[ ] 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:
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(2) Form, Schedule or Registration Statement No.:
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(3) Filing Party:
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(4) Date Filed:
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U S T
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UST EMPLOYEES' SAVINGS PLAN
The Annual Meeting of the Stockholders of UST will be held on May 6, 1997, and
the Company is soliciting your vote.
As a participating employee in the UST Employees' Savings Plan, YOU MUST GIVE
THE TRUSTEE UNDER THE PLAN VOTING INSTRUCTIONS on the instruction card attached
below if you wish to vote the shares of the Company's common stock held on your
behalf in the Savings Plan. The Trustee cannot vote your shares without
instructions from you. Accordingly, a Notice of the 1997 Annual Meeting and
Proxy Statement, instruction card, and 1996 Annual Report are enclosed.
Please note that, as described in the Proxy Statement, the Board of Directors
recommends a vote FOR Proposals 1 and 2 and AGAINST Proposal 3. Your
instructions are very important to the Company.
Please complete, sign and date the instruction card below and return it in the
envelope provided as soon as possible. Please be sure to complete, sign, date
and return any other proxy cards that you receive in the separate envelopes
provided.
DETACH HERE
[X] Please mark
votes as in
this example.
If no direction is given, this proxy will be voted FOR proposals 1 and 2 and
AGAINST proposal 3.
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The Board of Directors recommends a vote FOR proposals 1 and 2:
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1. Election of Directors.
NOMINEES: E.H. DeHority, Jr., E.J. Eisenman, V.A. Gierer, Jr.
FOR WITHHELD
ALL FROM ALL
NOMINEES NOMINEES
[ ] [ ]
For all nominees except vote withheld from the following:
[ ]
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FOR AGAINST ABSTAIN
2. To ratify and approve
Ernst & Young LLP [ ] [ ] [ ]
as independent audi-
tors of the Company
for the year 1997.
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The Board of Directors recommends a
vote AGAINST the following
stockholder proposal 3:
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FOR AGAINST ABSTAIN
3. Stockholder Proposal. [ ] [ ] [ ]
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And in their discretion, upon such other
business as may properly come before the
meeting.
MARK HERE
FOR ADDRESS [ ]
CHANGE AND
NOTE AT LEFT
Please sign exactly as name appears hereon. If signing for trusts
or estates, capacity or title should be stated.
Signature: Date:
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<PAGE> 3
UST
ANNUAL MEETING OF STOCKHOLDERS -- MAY 6, 1997
EMPLOYEES' SAVINGS PLAN
The undersigned hereby directs Wachovia Bank of North Carolina, N.A. as
Trustee of the UST Employees' Savings Plan to vote in person or by proxy all
shares of Common Stock of UST Inc. allocated to the undersigned's account at the
Annual Meeting of Stockholders to be held at the Cole Auditorium of the
Greenwich Library, 101 West Putnam Avenue, Greenwich, Connecticut, on Tuesday,
the 6th day of May 1997, at 10:00 a.m., and at any and all adjournments thereof,
on the matters listed on the reverse side which are set forth in the
accompanying Proxy Statement.
THE SHARES REFLECTED ON THIS INSTRUCTION CARD WILL BE VOTED IN THE
MANNER DIRECTED HEREIN BY THE UNDERSIGNED. IF NO DIRECTION IS MADE, THE SHARES
REFLECTED ON THIS INSTRUCTION CARD WILL BE VOTED FOR PROPOSALS 1 AND 2 AND
AGAINST PROPOSAL 3.
/SEE REVERSE/
/ SIDE /
