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| UST > SEC Filings for UST > Form 8-K on 6-Jan-2009 | All Recent SEC Filings |
6-Jan-2009
Termination of a Material Definitive Agreement, Notice of Delisting or Failure to Satisfy
On January 6, 2009, following consummation of the Merger, UST terminated its $300,000,000 Five-Year Revolving Credit Agreement and paid off all amounts outstanding with funds provided by Altria. A copy of the Revolving Credit Agreement was filed as Exhibit 10.1 to UST's Current Report on Form 8-K filed with the SEC on July 3, 2007.
On January 6, 2009, UST notified the New York Stock Exchange ("NYSE") that, upon consummation of the Merger on January 6, 2009, each share of UST's common stock, par value $0.50 per share (the "Common Shares"), outstanding immediately prior to the effective time of the Merger, other than those held by UST, Altria, the Merger Subsidiary or any of their respective subsidiaries, and other than those shares with respect to which dissenters rights were properly exercised and not withdrawn (the "Excluded Shares"), was converted into the right to receive $69.50 in cash, without interest and net of any applicable withholding taxes (the "Per Share Merger Consideration"). In addition, each option to purchase the Common Shares that was outstanding and unexercised immediately prior to the effective time of the Merger was cancelled in exchange for the right to receive the difference between the exercise price for such option and the Per Share Merger Consideration, less applicable taxes required to be withheld. As a result of the Merger, UST became an indirect wholly-owned subsidiary of Altria.
On January 6, 2009, the NYSE suspended trading of the Common Shares. UST expects that the NYSE will file shortly with the SEC a Notification of Removal from Listing and/or Registration under Section 12(b) of the Securities Exchange Act of 1934, as amended, on Form 25 to delist and deregister the Common Shares.
Upon consummation of the Merger, all Common Shares, other than the Excluded Shares, were converted into the right to receive $69.50 in cash, without interest and net of any applicable withholding taxes. In addition, each option to purchase the Common Shares that was outstanding and unexercised immediately prior to the effective time of the Merger was cancelled in exchange for the right to receive
Upon consummation of the Merger on January 6, 2008, the Merger Subsidiary merged with and into UST, with UST continuing as the surviving corporation. In the Merger, all Common Shares outstanding immediately prior to the effective time of the Merger, other than the Excluded Shares, were converted into the right to receive $69.50 in cash, without interest and net of any applicable withholding taxes. In addition, each option to purchase the Common Shares that was outstanding and unexercised immediately prior to the effective time of the Merger was cancelled in exchange for the right to receive the difference between the exercise price for such option and the Per Share Merger Consideration, less applicable taxes required to be withheld. As a result of the Merger, UST became an indirect wholly-owned subsidiary of Altria. The aggregate consideration paid by Altria in connection with the Merger was approximately $11.7 billion, including the assumption of approximately $1.3 billion in debt. Altria financed the acquisition and the payment of the merger consideration through a combination of cash on hand and debt financing.
In connection with the Merger, as of the effective time of the Merger, the following directors voluntarily resigned form the Board of Directors of UST: Murray S. Kessler, John P. Clancey, Peter J. Neff, Joseph E. Heid, Patricia Diaz Dennis, John D. Barr, Ronald J. Rossi, Andrew J. Parsons and Lawrence J. Ruisi.
Immediately following resignation of the foregoing directors and pursuant to the Merger Agreement, the size of UST's board of directors was reduced to three members and the following individuals were appointed as directors of UST: (i) Howard A. Willard III, Executive Vice President of Strategy and Business Development of Altria, (ii) W. Hildebrandt Surgner, Jr., Senior Assistant General Counsel of Altria Client Services Inc., and (iii) Daniel J. Bryant, Director, Treasury Management of Altria Client Services Inc.
At the time of the execution of the Merger Agreement, Altria entered into employment agreements with certain officers of UST. Such agreements were described in UST's Proxy Statement, which was filed with the SEC on October 29, 2008, and became effective with the consummation of the Merger.
After the completion of the merger, UST's certificate of incorporation and bylaws were amended, effective January 6, 2009. Copies of the amended and restated certificate of incorporation and bylaws are attached as Exhibits 3.1 and 3.2, respectively, to this Current Report on Form 8-K and are incorporated herein by reference in their entirety.
(d) Exhibits
The following are included as exhibits to this report:
Exhibit No. Description
3.1 Amended and Restated Certificate of Incorporation of UST Inc.
3.2 Amended and Restated Bylaws of UST Inc.
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