<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:
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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.
[ ] Confidential for the Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
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UST INC.
- --------------------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)
- --------------------------------------------------------------------------------
(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:
------------------------------------------------------------------------
(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:
------------------------------------------------------------------------
[ ] 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
A REMINDER
We have previously sent you proxy soliciting material relative to the
Annual Meeting of Stockholders to be held on May 2, 2000. 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
vote as soon as possible using one of the three methods listed on the reverse
side of this card. 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, 2 and 3 and AGAINST Proposals 4, 5
and 6.
Your cooperation is greatly appreciated.
PLEASE ACT PROMPTLY
US327B DETACH HERE
*SECOND REQUEST* PROXY *SECOND REQUEST*
UST
ANNUAL MEETING OF STOCKHOLDERS - MAY 2, 2000
The undersigned hereby appoints DEBRA A. BAKER and RICHARD H. VERHEIJ, or
either of them, with full power of substitution, attorneys and proxies to vote
all shares of Common Stock of UST Inc. which the undersigned is entitled to
vote at the Annual Meeting of Stockholders to be held at Rich Forum, 307
Atlantic Street, Stamford, Connecticut, on Tuesday, the 2nd day of May 2000, 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.
THIS PROXY, WHEN PROPERLY EXECUTED WILL BE VOTED IN THE MANNER DIRECTED
HEREIN BY THE UNDERSIGNED STOCKHOLDER. IF NO DIRECTION IS MADE, THIS PROXY WILL
BE VOTED FOR PROPOSALS 1, 2 AND 3 AND AGAINST PROPOSALS 4, 5 AND 6.
- ----------- -----------
SEE REVERSE SEE REVERSE
SIDE CONTINUED AND TO BE SIGNED ON REVERSE SIDE SIDE
- ----------- -----------
<PAGE> 3
- ----------------- ----------------
VOTE BY TELEPHONE VOTE BY INTERNET
- ----------------- ----------------
It's fast, convenient, and immediate! It's fast, convenient, and your
Call Toll-Free on a Touch-Tone Phone vote is immediately confirmed
1-877-779-8683. and posted.
FOLLOW THESE FOUR EASY STEPS: FOLLOW THESE FOUR EASY STEPS:
1. READ THE ACCOMPANYING PROXY 1. READ THE ACCOMPANYING PROXY
STATEMENT AND PROXY CARD. STATEMENT AND PROXY CARD.
2. CALL THE TOLL-FREE NUMBER 2. GO TO THE WEBSITE
1-877-779-8683. STOCKHOLDERS RESIDING http://www.eproxyvote.com/ust
OUTSIDE THE UNITED STATES CAN CALL
COLLECT ON A TOUCH-TONE PHONE 3. ENTER YOUR 14-DIGIT VOTER
1-201-536-8073. CONTROL NUMBER LOCATED ON YOUR
PROXY CARD ABOVE YOUR
3. ENTER YOUR 14-DIGIT VOTER NAME.
CONTROL NUMBER LOCATED ON YOUR
PROXY CARD ABOVE YOUR 4. FOLLOW THE INSTRUCTIONS PROVIDED
NAME. AND BE PREPARED TO FURNISH THE
SOCIAL SECURITY/TAX PAYER I.D.
4. FOLLOW THE RECORDED INSTRUCTIONS AND BE NUMBER LINKED TO YOUR ACCOUNT.
PREPARED TO FURNISH THE SOCIAL SECURITY/
TAX PAYER I.D. NUMBER LINKED TO YOUR
ACCOUNT.
YOUR VOTE IS IMPORTANT! YOUR VOTE IS IMPORTANT!
Call 1-877-779-8683 anytime! Go to http://www.eproxyvote.com/ust
anytime!
DO NOT RETURN YOUR PROXY CARD IF YOU ARE VOTING BY TELEPHONE OR INTERNET
U2327A DETACH HERE
[X] PLEASE MARK
VOTES AS IN
THIS EXAMPLE.
IF NO DIRECTION IS GIVEN, THIS PROXY WILL BE VOTED FOR PROPOSALS 1, 2 AND 3
AND AGAINST PROPOSALS 4, 5 AND 6.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR PROPOSALS 1, 2 AND 3.
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1. Election of Directors, NOMINEES: FOR AGAINST ABSTAIN
(01) E.H. DeHority, Jr., (02) E.J. Eisenman, 2. To amend and approve [ ] [ ] [ ]
(03) P.J. Neff the 1992 Stock Option
Plan.
[ ] FOR ALL [ ] WITHHELD FROM FOR AGAINST ABSTAIN
NOMINEES ALL NOMINEES 3. To ratify and approve [ ] [ ] [ ]
Ernst & Young LLP as
For all nominees except vote withheld from the independent auditors of
following: the Company for the year
[ ] 2000.
--------------------------------------------
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THE BOARD OF DIRECTORS RECOMMENDS A VOTE AGAINST THE FOLLOWING STOCKHOLDER
PROPOSALS 4, 5 AND 6.
FOR AGAINST ABSTAIN
4. Stockholder Proposal. [ ] [ ] [ ]
FOR AGAINST ABSTAIN
5. Stockholder Proposal. [ ] [ ] [ ]
FOR AGAINST ABSTAIN
6. Stockholder Proposal. [ ] [ ] [ ]
AND IN THEIR DISCRETION, UPON SUCH OTHER BUSINESS AS MAY PROPERLY
COME BEFORE THE MEETING.
MARK HERE MARK HERE
FOR ADDRESS [ ] IF YOU PLAN [ ]
CHANGE AND TO ATTEND
NOTE AT LEFT THE MEETING
PLEASE SIGN EXACTLY AS NAME APPEARS HEREON. IF SIGNING FOR TRUSTS, ESTATES
OR CORPORATIONS, CAPACITY OR TITLE SHOULD BE STATED. IF SHARES ARE OWNED
JOINTLY, BOTH OWNERS MUST SIGN. THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD
OF DIRECTORS.
Signature:________________________________ Date:__________________
Signature:________________________________ Date:__________________
<PAGE> 4
UST
UST INC. EMPLOYEES' SAVINGS PLAN
A REMINDER
You have previously received proxy soliciting material relative to the
UST Annual Meeting of Stockholders to be held on May 2, 2000.
According to our latest records, we have not received your instructions
for the shares held on your behalf in the Savings Plan.
The Plan provides that the Trustee, American Express Trust Company, must
vote shares as to which it receives no instructions in the same proportion as
instructed shares are voted. You are urged to vote promptly using one of the
three methods listed on the reverse side of this card so that your shares may
be voted according to your own instructions. ACCORDINGLY, YOUR COMPLETED
INSTRUCTIONS MUST BE RECEIVED BY APRIL 28, 2000 IN ORDER FOR THE TRUSTEE TO
VOTE YOUR SHARES. Your instructions are CONFIDENTIAL.
Please note that, as described in the Proxy Statement, the Board of
Directors recommends a vote FOR Proposals 1, 2 and 3 and AGAINST Proposals 4, 5
and 6.
Thank you for your cooperation.
U2327B DETACH HERE
*SECOND REQUEST* *SECOND REQUEST*
UST
ANNUAL MEETING OF STOCKHOLDERS - MAY 2, 2000
EMPLOYEES' SAVINGS PLAN
The undersigned hereby directs American Express Trust Company as Trustee
of the UST Inc. 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 Rich Forum, 307 Atlantic Street,
Stamford, Connecticut, on Tuesday, the 2nd day of May 2000, 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.
THIS INSTRUCTION CARD WHEN PROPERLY EXECUTED WILL BE VOTED IN THE MANNER
DIRECTED HEREIN BY THE UNDERSIGNED. IF NO DIRECTION IS MADE ON YOUR SIGNED
INSTRUCTION CARD, IT WILL BE VOTED FOR PROPOSALS 1, 2 AND 3 AND AGAINST
PROPOSALS 4, 5 AND 6.
- ----------- -----------
SEE REVERSE SEE REVERSE
SIDE CONTINUED AND TO BE SIGNED ON REVERSE SIDE SIDE
- ----------- -----------
<PAGE> 5
- ----------------- ----------------
VOTE BY TELEPHONE VOTE BY INTERNET
- ----------------- ----------------
It's fast, convenient, and immediate! It's fast, convenient, and your
Call Toll-Free on a Touch-Tone Phone vote is immediately confirmed
1-877-779-8683. and posted.
FOLLOW THESE FOUR EASY STEPS: FOLLOW THESE FOUR EASY STEPS:
1. READ THE ACCOMPANYING PROXY 1. READ THE ACCOMPANYING PROXY
STATEMENT AND INSTRUCTION CARD. STATEMENT AND INSTRUCTION CARD.
2. CALL THE TOLL-FREE NUMBER 2. GO TO THE WEBSITE
1-877-779-8683. STOCKHOLDERS RESIDING http://www.eproxyvote.com/ust
OUTSIDE THE UNITED STATES CAN CALL
COLLECT ON A TOUCH-TONE PHONE 3. ENTER YOUR 14-DIGIT VOTER
1-201-536-8073. CONTROL NUMBER LOCATED ON YOUR
INSTRUCTION CARD ABOVE YOUR
3. ENTER YOUR 14-DIGIT VOTER NAME.
CONTROL NUMBER LOCATED ON YOUR
INSTRUCTION CARD ABOVE YOUR 4. FOLLOW THE INSTRUCTIONS PROVIDED
NAME. AND BE PREPARED TO FURNISH THE
SOCIAL SECURITY/TAX PAYER I.D.
4. FOLLOW THE RECORDED INSTRUCTIONS AND BE NUMBER LINKED TO YOUR ACCOUNT.
PREPARED TO FURNISH THE SOCIAL SECURITY/
TAX PAYER I.D. NUMBER LINKED TO YOUR
ACCOUNT.
YOUR VOTE IS IMPORTANT! YOUR VOTE IS IMPORTANT!
Call 1-877-779-8683 anytime! Go to http://www.eproxyvote.com/ust
anytime!
DO NOT RETURN YOUR INSTRUCTION CARD IF YOU ARE VOTING BY TELEPHONE OR INTERNET
U2327A DETACH HERE
[X] PLEASE MARK
VOTES AS IN
THIS EXAMPLE.|
IF NO DIRECTION IS GIVEN, THIS INSTRUCTION CARD WILL BE VOTED FOR PROPOSALS 1,
2 AND 3 AND AGAINST PROPOSALS 4, 5 AND 6.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR PROPOSALS 1, 2 AND 3.
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<S> <C> <C>
1. Election of Directors, NOMINEES: FOR AGAINST ABSTAIN
(01) E.H. DeHority, Jr., (02) E.J. Eisenman, 2. To amend and approve [ ] [ ] [ ]
(03) P.J. Neff the 1992 Stock Option
Plan.
[ ] FOR ALL [ ] WITHHELD FROM FOR AGAINST ABSTAIN
NOMINEES ALL NOMINEES 3. To ratify and approve [ ] [ ] [ ]
Ernst & Young LLP as
For all nominees except vote withheld from the independent auditors of
following: the Company for the year
[ ] 2000.
--------------------------------------------
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THE BOARD OF DIRECTORS RECOMMENDS A VOTE AGAINST THE FOLLOWING STOCKHOLDER
PROPOSALS 4, 5 AND 6.
FOR AGAINST ABSTAIN
4. Stockholder Proposal. [ ] [ ] [ ]
FOR AGAINST ABSTAIN
5. Stockholder Proposal. [ ] [ ] [ ]
FOR AGAINST ABSTAIN
6. Stockholder Proposal. [ ] [ ] [ ]
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, estates
or corporations, capacity or title should be stated.
Signature:________________________________ Date:__________________
