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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) March 29, 2000
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UST Inc.
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(Exact name of Registrant as specified in its charter)
Delaware 0-17506 06-1193986
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(State or other jurisdiction of (Commission (IRS Employer
incorporation or organization) File Number) Identification Mo.)
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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ITEM 5. OTHER EVENTS
On March 29, 2000, Registrant issued a press release announcing that
a Kentucky jury had rendered a verdict against its subsidiary, United States
Tobacco Company, awarding damages to Conwood Company, L.P. and Conwood Sales
Company, L.P., for its claims under federal antitrust laws that U. S. Tobacco
had engaged in exclusionary and anticompetitive conduct in the marketing and
promotion of moist smokeless tobacco products. On March 30, 2000, Registrant
issued a press release announcing that the United States District Court for the
Western District of Kentucky has entered an order which will provide Registrant
with the time and opportunity to have the Court consider the amount of any bond
that should be provided pending the Court's review of the judgment entered
against it and any subsequent appeal. The Court's order staying execution and
deferring any bonding relating to the stay until further briefing and review
was conditioned on Registrant's agreement not to "enter into any corporate
transactions that would jeopardize any security responsible for the judgment".
The Court's order does not preclude Registrant from conducting ordinary
corporate transactions such as paying regular dividends. A copy of the two
press releases, the judgment and the order are attached hereto as Exhibit
99.1, 99.2, 99.3 and 99.4, respectively, and incorporated herein by reference.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS
(c) Exhibits
The following exhibits are filed as part of this report:
99.1 UST Inc.'s press release dated March 29, 2000
99.2 UST Inc.'s press release dated March 30, 2000
99.3 Copy of the judgment for Conwood Company, L.P. et
al. v. United States Tobacco Company, et al.
99.4 Copy of the order in Conwood Company L.P., et al.
v. United States Tobacco Sales and Marketing
Company Inc., et al.
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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 hereunto duly authorized.
Dated: March 30, 2000
UST INC.
By: /s/ Debra A. Baker
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Name: Debra A. Baker
Title: Senior Vice President and
Secretary
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(203) 661-1100
NEWS FROM 100 WEST PUTNAM AVENUE
GREENWICH, CONNECTICUT 06830
EXHIBIT 99.1
FOR FURTHER INFORMATION CONTACT:
Mark Rozelle Jonathan P. Atwood
Investor Relations Media Relations
(203) 622-3520 (203) 622-3549
KENTUCKY JURY RENDERS VERDICT AGAINST U. S. TOBACCO CO.
IN ANTITRUST CASE
GREENWICH, CONN., March 29, 2000 - UST Inc. announced today that a Kentucky jury
had rendered a verdict against its subsidiary, United States Tobacco Company,
awarding $350 million in damages to Conwood Company, L.P., for its claims under
federal antitrust laws that U. S. Tobacco had engaged in exclusionary and
anticompetitive conduct in the marketing and promotion of moist smokeless
tobacco products. The verdict, when entered as a judgment, will be subject to
trebling under the federal antitrust laws.
"We are extremely disappointed by the jury's verdict. We believe that the
plaintiff failed to prove its case under applicable law, especially in light of
the voluminous evidence which clearly shows that U.S. Tobacco and Conwood
compete in a highly competitive marketplace. We also believe that the size of
the award was completely unjustified given the evidence presented at trial."
"We continue to believe that our conduct did not violate the antitrust laws and
intend to take all steps to have the award overturned or reversed on appeal,"
stated Vincent A. Gierer, Jr., Chairman and Chief Executive Officer.
The Company intends to file motions with the Court in the next ten days to
overturn the verdict by seeking a judgment as a matter of law or, in the
alternative, a new trial. If the District Court fails to enter a judgment in the
Company's favor as a matter of law or order a new trial, the Company intends to
appeal the judgment to the Sixth Circuit Court of Appeals. The Company also has
begun taking the steps to enable it to satisfy any bonding which may be
required.
# # #
UST, through its subsidiaries, is a leading producer and marketer of moist
smokeless tobacco products including Copenhagen, Copenhagen Long Cut, Skoal,
Skoal Long Cut, Skoal Bandits, Rooster and Red Seal. Other consumer products
marketed by UST subsidiaries include premium wines sold nationally through the
Chateau Ste. Michelle, Columbia Crest and Villa Mt. Eden wineries as well as
sparkling wine produced under the Domaine Ste. Michelle label and premium cigars
including Don Tomas, Don Tomas Special Edition, Astral and Habano Primero.
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EXHIBIT 99.2
Mark Rozelle Jonathan P. Atwood
Investor Relations Media Relations
(203) 622-3520 (203) 622-3549
COURT EXTENDS AUTOMATIC STAY FOR POSTING OF BOND
GREENWICH, CONN., March 30, 2000 - UST Inc. (NYSE: UST) announced today that the
United States District Court for the Western District of Kentucky has entered an
order which will provide the Company with the time and opportunity to have the
Court consider the amount of any bond that should be provided pending the
Court's review of the judgment entered against the Company's subsidiary, United
States Tobacco Company, on Tuesday. A UST spokesman stated that the Court's
order will allow the Court to review the matter before any bond is required to
be posted.
The Court's order stays execution of the judgment and defers any bonding
requirement relating to the stay until the issue has been fully briefed and
presented to the Court. The Court established a briefing schedule ending on or
about May 3, 2000. In connection with the order, defendants agreed not to enter
into or conduct any corporate transactions that would jeopardize any security
responsible for the judgment.
# # #
UST, through its subsidiaries, is a leading producer and marketer of moist
smokeless tobacco products including Copenhagen, Copenhagen Long Cut, Skoal,
Skoal Long Cut, Skoal Bandits, Rooster and Red Seal. Other consumer products
marketed by UST subsidiaries include premium wines sold nationally through the
Chateau Ste. Michelle, Columbia Crest and Villa Mt. Eden wineries as well as
sparkling wine produced under the Domaine Ste. Michelle label and premium cigars
including Don Tomas, Don Tomas Special Edition, Astral and Habano Primero.
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EXHIBIT 99.3
UNITED STATES DISTRICT COURT
WESTERN DISTRICT OF KENTUCKY
PADUCAH DIVISION
CIVIL ACTION NO. 5:98-CV-108-R
CONWOOD COMPANY, L.P., ET AL. PLAINTIFFS
v.
UNITED STATES TOBACCO COMPANY, ET AL. DEFENDANTS
JUDGMENT
IT IS ORDERED:
Pursuant to 15 U.S.C. ss. 15(a), the Court enters judgment in favor of the
Plaintiffs, Conwood Company, L.P. and Conwood Sales Company, L.P., in the amount
of $1,050,000,000, treble the jury verdict of $350,000,000.
This is the 29th day of March 2000.
/s/ Thomas B. Russell
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Thomas B. Russell
Judge, United States District Court
cc: Counsel
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EXHIBIT 99.4
UNITED STATES DISTRICT COURT
WESTERN DISTRICT OF KENTUCKY
AT PADUCAH
CASE NO. 5:98CV-108-R
CONWOOD COMPANY L.P., ET AL. PLAINTIFFS
v. ORDER
UNITED STATES TOBACCO SALES DEFENDANTS
AND MARKETING COMPANY, INC., ET AL.
A telephonic conference was held March 29, 2000.
Appearances:
For the plaintiffs: Mark Hansen, Esq.
For the defendants: John Reed, Esq.
Defendants made an oral motion to extend the automatic stay provided by
FRCP 62 to allow the parties to brief the issues of any conditions for the
security. Defendants agreed that during the stay it would not enter into any
corporate transactions that would jeopardize any security responsible for the
judgment. Plaintiff has no objection.
The parties agreed on scheduling order for filing motions for attorneys'
fees, bill of costs, and injunctions and for permission to interview jurors.
IT IS ORDERED:
1. The automatic stay provided by FRCP 62 is extended to allow the parties to
brief the issues. Defendant shall not enter into or conduct any corporate
transactions that would jeopardize any security responsible for the judgment.
2. Defendants shall file a brief on the issues of conditions for the security by
APRIL 19, 2000. Plaintiffs shall respond 7 days thereafter and defendants are
granted 7 days thereafter to file a reply.
3. Motions for attorneys' fees, bill of cost, and injunctions shall be filed
within 21 days, with 14 days to respond, and 7 days to reply.
This 29th day of March, 2000.
/s/ Thomas B. Russell
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Thomas B. Russell, Judge
United States District Court
