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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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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) AUGUST 24, 1999
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UST INC.
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(Exact name of registrant as specified in its charter)
DELAWARE 333-85285* 06-1193986
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(State or other jurisdiction of (Commission (I.R.S. Employer
incorporation or organization) File Number) Identification No.)
100 West Putnam Avenue, Greenwich, Connecticut 06830
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (203) 661-1100
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* Refers to a Form S-4 registration statement filed by the registrant on
August 16, 1999.
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ITEM 5. OTHER EVENTS
On August 16, 1999 the registrant filed a registration statement on Form
S-4 (No. 333-85285) relating to the registration of up to $200 million
aggregate principal amount of new 7.25% senior notes due 2009 and up to $40
million aggregate principal amount of new floating rate senior notes due 2009.
The notes are being issued in exchange for a like principal amount of
outstanding 7.25% senior notes and floating rate senior notes, respectively.
Attached hereto as Exhibit 5.1 is a final form of legal opinion and consent
relating to the issuance of the new notes.
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ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS
(c) Exhibits
EXHIBIT DESCRIPTION
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5.1 Opinion and consent of Skadden, Arps, Slate, Meagher & Flom LLP.
23.2 Consent of Skadden, Arps, Slate, Meagher & Flom LLP (included in
Exhibit 5.1).
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SIGNATURE
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 hereunder duly authorized.
Dated: August 24, 1999
UST INC.
By: /s/ Debra Baker
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Name: Debra Baker
Title: Senior Vice President and
Secretary
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EXHIBIT 5.1
August 16, 1999
UST Inc.
100 West Putnam Avenue
Greenwich, Connecticut 06830
Re: UST Inc. - Registration Statement on Form S-4
Ladies and Gentlemen:
We have acted as special counsel for UST Inc., a
Delaware corporation (the "Company"), in connection with the Company's
public offering of up to $200,000,000 aggregate principal amount of
7.25% Senior Notes due 2009 (the "7.25% Notes") and up to $40,000,000
aggregate principal amount of Floating Rate Senior Notes due 2009 (the
"Floating Rate Notes", and together with the 7.25% Notes, the "Notes").
The Notes are to be issued pursuant to an exchange offer (the "Exchange
Offer") in exchange for a like principal amount of the Company's issued
and outstanding 7.25% Senior Notes due 2009 and Floating Rate Senior
Notes due 2009 (together, the "Old Notes") under an indenture dated
as of May 27, 1999 between the Company and State Street Bank and Trust
Company, as Trustee (the "Indenture").
This opinion is being furnished in accordance with
the requirements of Item 601(b)(5) of Regulation S-K under the
Securities Act of 1933, as amended (the "Act").
In connection with this opinion, we have examined
originals or copies, certified or otherwise identified to our
satisfaction, of (i) the Registration Statement on Form S-4 (File No.
333-85285), as filed with the Securities and Exchange Commission (the
"Commission") under the Act on August 16, 1999
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UST Inc.
August 16, 1999
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(as so amended, the "Registration Statement"); (ii) an executed
copy of the Indenture; (iii) an executed copy of the Exchange and
Registration Rights Agreement dated May 27, 1999 by and among the
Company, Goldman Sachs & Co., Morgan Stanley & Co. Incorporated and
Fleet Securities, Inc. (the "Registration Rights Agreement"); (iv) the
form of each of the 7.25% Notes and the Floating Rate Notes and a
specimen certificate of each; (v) the Form T-1 of the Trustee filed as
an exhibit to the Registration Statement; (vi) the Restated Certificate
of Incorporation of the Company, as currently in effect (the
"Charter"); (vii) the By-laws of the Company, as currently in effect
(the "By-laws"); and (viii) certain resolutions of the Board of
Directors of the Company. We have also examined originals or copies,
certified or otherwise identified to our satisfaction, of such
records of the Company and such agreements, certificates of public
officials, certificates of officers or other representatives of the
Company and others, and such other documents, certificates and records
as we have deemed necessary or appropriate as a basis for the
opinions set forth herein.
In our examination, we have assumed the legal
capacity of all natural persons, the genuineness of all signatures, the
authenticity of all documents submitted to us as originals, the
conformity to original documents of all documents submitted to us as
certified, conformed or photostatic copies and the authenticity of the
originals of such latter documents. In making our examination of
documents, we have assumed that such parties thereto, other than the
Company, had or will have the power, corporate or other, to enter into
and perform all obligations thereunder and have also assumed the due
authorization by all requisite action, corporate or other, and
execution and delivery by such parties of such documents and the
validity and binding effect thereof on such parties. As to any facts
material to the opinions expressed herein which we did not
independently establish or verify, we have relied upon oral or written
statements and representations of officers and other representatives
of the Company and others.
Our opinions set forth herein are limited to Delaware
corporate law and the laws of the State of New York which are normally
applicable to transactions
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UST Inc.
August 16, 1999
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of the type contemplated by the Indenture and the Notes and to the
extent that judicial or regulatory orders or decrees or consents,
approvals, licenses, authorizations, validations, filings, recordings
or registrations with governmental authorities are relevant, to those
required under such laws (all of the foregoing being referred to as
"Opined on Law"). We do not express any opinion with respect to the law
of any jurisdiction other than Opined on Law or as to the effect of any
such non Opined on Law on the opinions herein stated.
Based upon and subject to the foregoing and the
limitations, qualifications, exceptions and assumptions set forth
herein, we are of the opinion that when the Notes have been duly
executed and authenticated in accordance with the terms of the
Indenture and delivered upon consummation of the Exchange Offer against
receipt of the Old Notes surrendered in exchange therefor in accordance
with the terms of the Exchange Offer, the Notes will constitute valid
and binding obligations of the Company entitled to the benefits of the
Indenture and enforceable against the Company in accordance with their
terms, except to the extent that (a) the enforcement thereof may be
limited by (i) bankruptcy, insolvency, reorganization, moratorium,
fraudulent conveyance or other similar laws now or hereafter in effect
relating to creditors' rights generally and (ii) general principles of
equity (regardless of whether enforcement is considered in a proceeding
at law or in equity) and (b) the waiver contained in Section 515 of the
Indenture may be deemed unenforceable.
In rendering the opinions set forth above, we have
assumed that the execution and delivery by the Company of the Notes and
the Indenture and the performance by the Company of its obligations
thereunder do not and will not violate, conflict with or constitute a
default under any agreement or instrument to which the Company or its
properties is subject, except for those agreements and instruments
which were identified to us by the Company as being material to it and
which are listed in Part 2 of the Company's Annual Report on Form 10-K
for the year ended December 31, 1998.
Very truly yours,
/S/ SKADDEN, ARPS, SLATE, MEAGHER & FLOM LLP
