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FORM 10-K
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
(MARK ONE)
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
FOR THE FISCAL YEAR ENDED DECEMBER 31, 1996
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
FOR THE TRANSITION PERIOD FROM TO
COMMISSION FILE NUMBER 0-17506
UST INC.
(Exact name of registrant as specified in its charter)
DELAWARE 06-1193986
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
100 WEST PUTNAM AVENUE, GREENWICH, CONNECTICUT 06830
(Address of principal executive offices) (Zip Code)
REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE: (203) 661-1100
SECURITIES REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT:
NAME OF EACH EXCHANGE ON
TITLE OF EACH CLASS WHICH REGISTERED
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COMMON STOCK -- $.50 PAR VALUE NEW YORK STOCK EXCHANGE
PACIFIC STOCK EXCHANGE
SECURITIES REGISTERED PURSUANT TO SECTION 12(g) OF THE ACT:
NONE
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(TITLE OF CLASS)
INDICATE BY CHECK MARK WHETHER THE REGISTRANT (1) HAS FILED ALL REPORTS
REQUIRED TO BE FILED BY SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
1934 DURING THE PRECEDING 12 MONTHS (OR FOR SUCH SHORTER PERIOD THAT THE
REGISTRANT WAS REQUIRED TO FILE SUCH REPORTS), AND (2) HAS BEEN SUBJECT TO SUCH
FILING REQUIREMENTS FOR THE PAST 90 DAYS. YES X NO ___
INDICATE BY CHECK MARK IF DISCLOSURE OF DELINQUENT FILERS PURSUANT TO ITEM
405 OF REGULATION S-K IS NOT CONTAINED HEREIN, AND WILL NOT BE CONTAINED, TO THE
BEST OF REGISTRANT'S KNOWLEDGE, IN DEFINITIVE PROXY OR INFORMATION STATEMENTS
INCORPORATED BY REFERENCE IN PART III OF THIS FORM 10-K OR ANY AMENDMENT TO THIS
FORM 10-K. [ ]
AS OF FEBRUARY 28, 1997, THE AGGREGATE MARKET VALUE OF REGISTRANT'S COMMON
STOCK, $.50 PAR VALUE, HELD BY NON-AFFILIATES OF REGISTRANT (WHICH FOR THIS
PURPOSE DOES NOT INCLUDE DIRECTORS OR OFFICERS) WAS $5,588,189,225.
AS OF FEBRUARY 28, 1997, THERE WERE 183,398,736 SHARES OF REGISTRANT'S
COMMON STOCK, $.50 PAR VALUE, OUTSTANDING.
DOCUMENTS INCORPORATED BY REFERENCE
CERTAIN SECTIONS OF UST ANNUAL REPORT TO STOCKHOLDERS FOR THE FISCAL
YEAR ENDED DECEMBER 31, 1996 AND FILED AS AN EXHIBIT AS REQUIRED BY
ITEM 601(b)(13) OF REGULATION S-K...........................PARTS I & II
CERTAIN PAGES OF UST 1997 NOTICE OF ANNUAL MEETING AND PROXY
STATEMENT.......................................................PART III
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PART I
ITEM 1 -- BUSINESS
GENERAL
UST Inc. was formed on December 23, 1986 as a Delaware corporation.
Pursuant to a reorganization approved by stockholders at the 1987 Annual
Meeting, United States Tobacco Company (originally incorporated in 1911) became
a wholly owned subsidiary of UST Inc. on May 5, 1987. UST Inc., through its
subsidiaries (collectively "Registrant" unless the context otherwise requires),
is engaged in manufacturing and marketing consumer products in the following
industry segments:
TOBACCO PRODUCTS: Registrant's primary activities are manufacturing
and marketing smokeless tobacco (snuff and chewing tobacco). Registrant
also imports and markets pipe tobacco.
WINE: Registrant produces and markets wine and craft beers.
OTHER: Registrant's international operation which markets moist
smokeless tobacco and manufactures and markets premium cigars, and its
video entertainment business are included in this segment. Registrant also
operates certain commercial agricultural properties.
INDUSTRY SEGMENT DATA
Registrant hereby incorporates by reference the Consolidated Industry
Segment Data pertaining to the years 1994 through 1996 set forth on page 31 of
its Annual Report to stockholders for the fiscal year ended December 31, 1996
("Annual Report"), which page is included in Exhibit 13.
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TOBACCO PRODUCTS
PRINCIPAL PRODUCTS
Registrant's principal smokeless tobacco products and brand names are as
follows:
Moist -- COPENHAGEN, SKOAL LONG CUT, SKOAL, SKOAL BANDITS,
SKOAL FLAVOR PACKS
Dry -- BRUTON, CC, RED SEAL
It has been claimed that the use of tobacco products may be harmful to
health. Registrant believes that an unresolved controversy continues to exist
among scientists concerning the claims made about tobacco and health. In 1986,
federal legislation was enacted regulating smokeless tobacco products by, inter
alia, requiring health warning notices on smokeless tobacco packages and
advertising and prohibiting the advertising of smokeless tobacco products on
electronic media. A federal excise tax was imposed in 1986, which was increased
in 1991 and 1993. On August 28, 1996, the Food and Drug Administration (FDA)
published regulations asserting unprecedented jurisdiction over nicotine in
tobacco as a "drug" and purports to regulate smokeless tobacco products as a
"medical device." The final regulations include severe restrictions on the
advertising, marketing and promotion of smokeless tobacco products and will
require Registrant to comply with a wide range of labeling, reporting and other
requirements. Registrant and other smokeless tobacco manufacturers have filed
suit against FDA seeking a judicial declaration that FDA has no authority to
regulate smokeless tobacco products. Also, in recent years, other proposals have
been made at the federal level for additional regulation of tobacco products
including, inter alia, the requirement of additional warning notices, the
disallowance of advertising and promotion expenses as deductions under federal
tax law, a significant increase in federal excise taxes, a ban or further
restriction of all advertising and promotion, regulation of environmental
tobacco smoke and increased regulation of the manufacturing and marketing of
tobacco products by new or existing federal agencies. Substantially similar
proposals will likely be considered in 1997. In recent years, various state and
local governments continued the regulation of tobacco products, including, inter
alia, the imposition of significantly higher taxes, sampling and advertising
bans or restrictions, ingredients disclosure requirements, regulation of
environmental tobacco smoke and anti-tobacco advertising campaigns. Additional
state and local legislative and regulatory actions will likely be considered in
1997. Registrant is unable to assess the future effects these various actions
may have on its tobacco business.
During 1996, media reports discussed proposals for a comprehensive
legislative solution to resolve claims against the tobacco industry. Registrant
believes that any such legislation would involve significant, if not
insurmountable, difficulties in reconciling the views of many competing
interests. Nevertheless, Registrant may be called upon to address such proposals
and to that end may participate in discussions with appropriate parties. Should
such circumstances arise, Registrant does not contemplate making any comment as
to the existence or progress of any such discussions. Until a legislative
solution is finalized, Registrant will not be able to assess the financial
effect, if any, on its tobacco business.
RAW MATERIALS
Except as noted below, raw materials essential to Registrant's business are
generally purchased in domestic markets under competitive conditions.
The major portion of tobacco used in Registrant's products is purchased
from domestic suppliers. Various factors, including the level of domestic
tobacco production can affect the amount of tobacco purchased by Registrant from
domestic and foreign sources. Tobaccos used in the manufacture of smokeless
tobacco products are processed and aged by Registrant for a period of two to
three years prior to their use.
Registrant or its suppliers purchase certain flavoring components used in
Registrant's tobacco products from foreign sources.
At the present time, Registrant has no reason to believe that future raw
material requirements for its tobacco products will not be satisfied. However,
the continuing availability and the cost of tobacco from both domestic and
foreign sources is dependent upon a variety of factors which cannot be
predicted, including weather, growing conditions, disease, local planting
decisions, overall market demands and other factors.
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WORKING CAPITAL
The principal portion of Registrant's operating cash requirements relates
to its need to maintain significant inventories of leaf tobacco, primarily for
manufacturing of smokeless tobacco products, to ensure a three year aging
process prior to use.
CUSTOMERS
Registrant markets tobacco products throughout the United States
principally to chain stores and tobacco and grocery wholesalers. Approximately
30% of Registrant's gross sales of tobacco products are made to four customers,
one of which, McLane Co. Inc., a national distributor, accounts for more than
10% of Registrant's consolidated revenue. Registrant has maintained satisfactory
relationships with these customers for many years.
COMPETITIVE CONDITIONS
The tobacco manufacturing industry in the United States is composed of at
least four domestic companies larger than Registrant and many smaller ones. The
larger companies concentrate on the manufacture and marketing of cigarettes; one
of which also manufactures and markets smokeless tobacco products. Registrant is
a well established and major factor in the smokeless tobacco sector of the
overall tobacco market. Consequently, Registrant competes actively with both
larger and smaller companies in the marketing of its tobacco products.
Registrant's principal methods of competition in the marketing of its tobacco
products include quality, advertising, promotion, sampling, product recognition
and distribution.
WINE
Registrant is an established producer of premium varietal and blended
wines. CHATEAU STE. MICHELLE and COLUMBIA CREST varietal table wines and DOMAINE
STE. MICHELLE sparkling wine are produced by Registrant in the state of
Washington and marketed throughout the United States. Registrant also produces
and markets two California premium wines under the labels of VILLA MT. EDEN and
CONN CREEK. 53% of Registrant's wine sales are made to ten distributors, no one
of which accounts for more than 24% of total wine sales. Substantially all wines
are sold through state-licensed distributors with whom Registrant maintains
satisfactory relationships.
In addition, Registrant owns and operates a microbrewery located in Yakima,
Washington, which produces and markets craft beers primarily under the brand
name BERT GRANT'S ALE. Registrant is a minor factor in the total nationwide
business of producing craft beers.
It has been claimed that the use of alcohol beverages may be harmful to
health. Registrant believes that an unresolved controversy continues to exist
among scientists concerning the claims made about alcohol beverages and health.
In 1988, federal legislation was enacted regulating alcohol beverages by
requiring health warning notices on alcohol beverages. Effective in 1991, the
federal excise tax on wine was increased from $.17 a gallon to $1.07 a gallon
for those manufacturers that produce more than 250,000 gallons a year, such as
Registrant. In recent years at the federal level, proposals were made for
additional regulation of alcohol beverages including, inter alia, an excise tax
increase, modification of the required health warning notices and the regulation
of labeling, advertising and packaging. Substantially similar proposals will
likely be considered in 1997. Also in recent years, increased regulation of
alcohol beverages by various states included, inter alia, the imposition of
higher taxes, the requirement of health warning notices and the regulation of
advertising and packaging. Additional state and local legislative and regulatory
actions affecting the marketing of alcohol beverages will likely be considered
during 1997. Registrant is unable to assess the future effects these regulatory
and other actions may have on the sale of its wines and craft beers.
Registrant uses grapes harvested from its own vineyards, as well as grapes
purchased from independent growers located primarily in Washington State. Due to
adverse weather conditions, total grapes harvested and purchased in 1996 were
significantly less than that in the prior year. Because of the fluctuation in
grape harvest yields from year to year as well as the increasing demand for
premium varietal wines, Registrant has taken steps that it believes will ensure
that future raw material requirements for its wine products will be satisfied.
Registrant's principal competition comes from many larger, well-established
national companies, as well as many smaller wine producers. Registrant's
principal methods of competition include quality, price, consumer and trade wine
tastings, competitive wine judging and advertising. Registrant is a minor factor
in the total nationwide business of producing wines.
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OTHER
Included in this segment are the international operation which markets
moist smokeless tobacco and manufactures and markets the premium cigar brands,
DON TOMAS and ASTRAL; video entertainment business; and agricultural properties.
None of the above, singly, constitutes a material portion of Registrant's
operations.
ADDITIONAL BUSINESS INFORMATION
ENVIRONMENTAL REGULATIONS
Registrant does not believe that compliance with federal, state and local
provisions regulating the discharge of materials into the environment or
otherwise relating to the protection of the environment will have a material
effect upon the capital expenditures, earnings or competitive position of
Registrant.
NUMBER OF EMPLOYEES
Registrant's average number of employees during 1996 was 4,467.
TRADEMARKS
Registrant markets consumer products under a large number of trademarks.
All of Registrant's trademarks either have been registered or applications
therefor are pending with the United States Patent and Trademark Office.
SEASONAL BUSINESS
No material portion of the business of any industry segment of Registrant
is seasonal.
ORDERS
Backlog of orders is not a material factor in any industry segment of
Registrant.
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ITEM 2 -- PROPERTIES
Set forth below is information concerning principal facilities and real
properties of Registrant.
BUILDINGS
IN
APPROXIMATE
LOCATION SQUARE FEET ACTIVITIES
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Headquarters:
Greenwich, Connecticut............ 160,000 Executive, sales and general offices
in several buildings.
Tobacco Facilities:
Nashville, Tennessee.............. 900,000 Office and manufacturing plants for
moist and dry smokeless tobacco
products, plastic injection molding
operation for production of cans and
lids, manufacturing engineering
department, research and development
laboratory and warehouse for
distribution of various products.
Hopkinsville, Kentucky............ 716,000 Office, plants and warehouses for
tobacco leaf handling, processing
and storage and for manufacture of
dry flour for smokeless tobacco
products.
Franklin Park, Illinois........... 425,000 Office and manufacturing plant for
moist smokeless tobacco products,
fiberboard can operations and
warehouse for distribution of
various products.
Wine Facilities:
Paterson, Washington.............. 490,000 Winery, distribution and storage
facility, office and retail shop.
Woodinville, Washington........... 195,000 Winery, distribution and storage
facility, executive and sales
offices and retail shop.
Roosevelt, Washington............. 70,000 Winery and storage facility.
Yakima, Washington................ 26,000 Microbrewery, distribution and
storage facility, and office.
Other Facilities:
Tampa, Florida.................... 52,000 Office, warehouse and cigar
distribution center.
Danli, Honduras, C.A.............. 114,000 Office, warehouses, and
manufacturing plant for cigars and
boxes.
Talanga, Honduras, C.A............ 107,000 Office, warehouse and barns.
LAND
IN
APPROXIMATE
LOCATION ACRES ACTIVITIES
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Yakima, Benton and Island
Counties, Washington........... 3,351 Vineyards.
Benton County, Washington......... 18,494 Other, including agricultural
properties.
Talanga, Honduras, C.A............ 1,400 Tobacco farm.
Such principal properties in Registrant's industry segments were utilized
only in connection with Registrant's business operations. Registrant believes
that the above properties at December 31, 1996 were suitable and adequate for
the purposes for which they were used, and were operated at satisfactory levels
of capacity.
All principal properties are owned in fee by Registrant.
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ITEM 3 -- LEGAL PROCEEDINGS
Registrant has been named in certain health care cost reimbursement/class
action litigation against the major domestic cigarette companies and others
seeking damages and other relief. The complaints in these cases on their face
predominantly relate to the usage of cigarettes; within that context, certain
complaints contain a few allegations relating specifically to smokeless tobacco
products. These actions are in varying stages of pretrial activities.
Registrant believes that these pending litigation matters will not result
in any material liability for a number of reasons, including the fact that
Registrant has had only limited involvement with cigarettes and Registrant's
current percentage of total tobacco industry sales is relatively small. Prior to
1986, Registrant manufactured some cigarette products which had a de minimis
market share. From May 1, 1982 to August 1, 1994, Registrant distributed a small
volume of imported cigarettes and is indemnified against claims relating to
those products.
Registrant has been named in three actions brought by individual
plaintiffs, all of whom are represented by the same Louisiana attorney, against
a number of smokeless tobacco manufacturers, cigarette manufacturers and certain
other organizations seeking damages and other relief in connection with injuries
allegedly sustained as a result of tobacco usage, including smokeless tobacco
products.
Registrant has also been named in an action entitled Morgan v. United
States Tobacco Company, et al, (No. 68,655-B), Tenth Judicial District Court for
the Parish of Natchitoches, State of Louisiana, served on January 27, 1997. This
action is brought by an individual plaintiff and purports to state a class
action on behalf of "[a]ll nicotine dependent persons who are residents of
Louisiana who have purchased and used smokeless tobacco manufactured by
defendants" (including the estates, representatives, administrators, spouses,
children, relatives and "significant others" thereof) and seeks unspecified
compensatory damages, costs of medical monitoring and other general, special and
equitable relief. This action is brought against Registrant and certain other
organizations by various plaintiffs' counsel, including counsel who initiated a
similar action on behalf of Kansas residents which ultimately was dismissed by
court order in 1995.
Registrant believes, and has been so advised by counsel handling these
cases, that it has a number of meritorious defenses to all such pending
litigation. All such cases are, and will continue to be, vigorously defended,
and Registrant believes that the ultimate outcome of all such pending litigation
will not have a material adverse effect on the consolidated financial statements
of Registrant.
ITEM 4 -- SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
Not applicable.
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EXECUTIVE OFFICERS OF THE REGISTRANT
Pursuant to instruction 3 to Item 401(b) of Regulation S-K, the name,
office, age and business experience of each executive officer of Registrant as
of February 28, 1997 is set forth below:
NAME OFFICE AGE
--------------------------------------- --------------------------------------- ---
Robert E. Barrett...................... Executive Vice President and 58
President -- UST Enterprises Inc.
Vincent A. Gierer, Jr. ................ Chairman of the Board, Chief Executive 49
Officer and President
Harry W. Peter III..................... Executive Vice President and 57
President -- UST International Inc.
Richard H. Verheij..................... Executive Vice President and General 38
Counsel
None of the executive officers of Registrant has any family relationship to
any other executive officer or director of Registrant.
After election, all executive officers serve until the next annual
organization meeting of the Board of Directors and until their successors are
elected and qualified.
Mr. Barrett has served as Executive Vice President since October 7, 1991.
He also has served as President of UST Enterprises Inc. since July 1, 1991. Mr.
Barrett served as Senior Vice President from January 1, 1991 to October 6, 1991,
and served as a member of the Board of Directors from July 27, 1989 through
December 13, 1990. Mr. Barrett has been employed by Registrant since January 1,
1991.
Mr. Gierer has served as Chairman of the Board and Chief Executive Officer
since December 1, 1993 and has served as President since September 27, 1990. Mr.
Gierer also served as Chief Operating Officer from September 27, 1990 to
November 30, 1993 and as Executive Vice President and Chief Financial Officer
from February 17, 1988 to September 26, 1990. Mr. Gierer has been employed by
Registrant since March 16, 1978.
Mr. Peter has served as Executive Vice President since October 29, 1990. He
also has served as President of UST International Inc. since January 1, 1993.
Mr. Peter served as Senior Vice President from July 27, 1989 to October 28, 1990
and as Vice President from June 23, 1988 to July 26, 1989. Mr. Peter has been
employed by Registrant since February 1, 1988.
Mr. Verheij has served as Executive Vice President and General Counsel
since May 7, 1996. Mr. Verheij served as Senior Vice President and General
Counsel from December 1, 1994 to May 6, 1996, as Senior Vice President and
Associate General Counsel from April 4, 1994 to November 30, 1994, as Vice
President and Associate General Counsel from December 17, 1992 to April 3, 1994,
as Assistant General Counsel from January 1, 1991 to December 16, 1992 and as
Senior Corporate Counsel from October 1, 1988 to December 31, 1990. Mr. Verheij
has been employed by Registrant since November 24, 1986.
PART II
ITEM 5 -- MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS
Registrant hereby incorporates by reference the information with respect to
the market for its common stock, $.50 par value ("Common Stock"), and related
security holder matters set forth on pages 29 and 30 of its Annual Report, which
pages are included in Exhibit 13. Registrant's Common Stock is listed on the New
York Stock Exchange and the Pacific Stock Exchange. As of February 28, 1997,
there were approximately 11,800 stockholders of record of its Common Stock.
ITEM 6 -- SELECTED FINANCIAL DATA
Registrant hereby incorporates by reference the Consolidated Selected
Financial Data -- 11 Years set forth on pages 46 and 47 of its Annual Report,
which pages are included in Exhibit 13.
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ITEM 7 -- MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
Registrant hereby incorporates by reference the Management's Discussion and
Analysis of Results of Operations and Financial Condition set forth on pages
23-30 of its Annual Report, which pages are included in Exhibit 13.
ITEM 8 -- FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
Registrant hereby incorporates by reference the report of independent
auditors and the information contained in the financial statements, including
the notes thereto set forth on pages 31-45 of its Annual Report, which pages are
included in Exhibit 13.
ITEM 9 -- CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE
Not applicable.
PART III
ITEM 10 -- DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
Registrant hereby incorporates by reference the information with respect to
the names, ages and business histories of the directors of Registrant which is
contained in Table I and the accompanying text set forth under the caption
"Election of Directors" in its Notice of 1997 Annual Meeting and Proxy
Statement. Information concerning executive officers of Registrant is set forth
herein following Item 4 of this Report.
ITEM 11 -- EXECUTIVE COMPENSATION
Registrant hereby incorporates by reference the information with respect to
executive compensation which is contained in Tables II through V (including the
notes thereto) and the accompanying text set forth under the caption
"Compensation of Executive Officers" in its Notice of 1997 Annual Meeting and
Proxy Statement.
ITEM 12 -- SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
Registrant hereby incorporates by reference the information with respect to
the security ownership of management which is contained in Table I and the
accompanying text set forth under the caption "Election of Directors" in its
Notice of 1997 Annual Meeting and Proxy Statement.
ITEM 13 -- CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
Registrant hereby incorporates by reference information with respect to
indebtedness of management which is contained in Table VI and the accompanying
text set forth under the caption "Indebtedness of Management" in its Notice of
1997 Annual Meeting and Proxy Statement.
PART IV
ITEM 14 -- EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K
(a) Documents filed as part of this Report:
(1) The following consolidated financial statements of Registrant included
in the Annual Report are incorporated by reference in Item 8 and included in
Exhibit 13:
Consolidated Statement of Earnings -- Years ended December 31, 1996,
1995 and 1994
Consolidated Statement of Financial Position -- December 31, 1996 and
1995
Consolidated Statement of Cash Flows -- Years ended December 31, 1996,
1995 and 1994
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Consolidated Statement of Changes in Stockholders' Equity -- Years
ended December 31, 1996, 1995 and 1994
Notes to Consolidated Financial Statements
(2) All other schedules for which provision is made in the applicable
accounting regulation of the Securities and Exchange Commission are not required
under the related instructions or are inapplicable, and therefore have been
omitted.
(3) The following exhibits are filed by Registrant pursuant to Item 601 of
Regulation S-K:
3.1 -- Restated Certificate of Incorporation dated May 5, 1992, incorporated by reference
to Exhibit 3.1 to Form 10-Q for the quarter ended March 31, 1992.
3.2 -- By-Laws adopted on December 23, 1986, incorporated by reference to Exhibit 3.2 to
Form S-4 Registration Statement filed on March 20, 1987.
10.1* -- Form of Employment Agreement entered into on July 23, 1987 between Registrant and
Vincent A. Gierer, Jr., an Executive Officer, incorporated by reference to Exhibit
10.1 to Form 10-Q for the quarter ended September 30, 1986.
10.2* -- Employment Agreement dated December 1, 1993 between Registrant and John J.
Bucchignano, a former Executive Officer, incorporated by reference to Exhibit 10.3
to Form 10-K for the fiscal year ended December 31, 1993.
10.3* -- Form of Employment Agreement for Robert D. Rothenberg, a former Executive Officer.
10.4* -- Form of Severance Agreement dated October 27, 1986 between Registrant and certain
officers, incorporated by reference to Exhibit 10.2 to Form 10-Q for the quarter
ended September 30, 1986.
10.5* -- 1982 Stock Option Plan restated as of March 22, 1989, incorporated by reference to
Exhibit 4.1 to Form S-8 Registration Statement filed on April 14, 1989.
10.6* -- 1992 Stock Option Plan, as amended and restated as of December 12, 1996.
10.7* -- Incentive Compensation Plan, as amended and restated as of January 1, 1996.
10.8* -- Officers' Supplemental Retirement Plan, as restated as of December 1, 1992,
incorporated by reference to Exhibit 10.7 to Form 10-K for the fiscal year ended
December 31, 1992.
10.9 -- Nonemployee Directors' Retirement Plan, effective as of January 1, 1988,
incorporated by reference to Exhibit 10.8 to Form 10-K for the fiscal year ended
December 31, 1992.
10.10 -- Directors' Supplemental Medical Plan, as amended and restated as of February 16,
1995, incorporated by reference to Exhibit 10.10 to Form 10-K for the fiscal year
ended December 31, 1994.
10.11* -- Nonemployee Directors' Stock Option Plan effective May 2, 1995, incorporated by
reference to Exhibit A to 1995 Notice of Annual Meeting and Proxy Statement dated
March 24, 1995.
13 -- Pages 23-47 of the Annual Report, but only to the extent set forth in Items 1, 5,
6, 7 and 8 hereof.
21 -- Subsidiaries of UST.
23 -- Consent of Independent Auditors.
27 -- Financial Data Schedule.
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(b) No current reports on Form 8-K were filed during the fourth quarter of
Registrant's most recent fiscal year.
* Management contract or compensatory plan or arrangement required to be filed
as an exhibit pursuant to Item 14(c) of the rules governing the preparation
of this Report.
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SIGNATURE PAGE
PURSUANT TO THE REQUIREMENTS OF SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934, REGISTRANT HAS DULY CAUSED THIS REPORT TO BE SIGNED ON ITS
BEHALF BY THE UNDERSIGNED, THEREUNTO DULY AUTHORIZED.
UST Inc.
Date: February 28, 1997
By: VINCENT A. GIERER, JR.
----------------------------------
VINCENT A. GIERER, JR.
CHAIRMAN OF THE BOARD, CHIEF
EXECUTIVE OFFICER AND PRESIDENT
PURSUANT TO THE REQUIREMENTS OF THE SECURITIES EXCHANGE ACT OF 1934, THIS
REPORT HAS BEEN SIGNED BELOW BY THE FOLLOWING PERSONS ON BEHALF OF REGISTRANT
AND IN THE CAPACITIES AND ON THE DATES INDICATED.
Chairman of the Board,
Chief Executive Officer
and President (Principal
February 28, 1997 Executive Officer) VINCENT A. GIERER, JR.
-------------------------------------------
VINCENT A. GIERER, JR.
Senior Vice President
and Controller
(Principal Accounting
Officer and Principal
February 28, 1997 Financial Officer) ROBERT T. D'ALESSANDRO
-------------------------------------------
ROBERT T. D'ALESSANDRO
February 28, 1997 Director JAMES W. CHAPIN
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JAMES W. CHAPIN
February 28, 1997 Director EDWARD H. DEHORITY, JR.
-------------------------------------------
EDWARD H. DEHORITY, JR.
February 28, 1997 Director ELAINE J. EISENMAN
-------------------------------------------
ELAINE J. EISENMAN
February 28, 1997 Chairman of the Board VINCENT A. GIERER, JR.
-------------------------------------------
VINCENT A. GIERER, JR.
February 28, 1997 Director P.X. KELLEY
-------------------------------------------
P.X. KELLEY
February 28, 1997 Director RALPH L. ROSSI
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RALPH L. ROSSI
February 28, 1997 Director SPENCER R. STUART
-------------------------------------------
SPENCER R. STUART
February 28, 1997 Director JOHN P. WARWICK
-------------------------------------------
JOHN P. WARWICK
February 28, 1997 Director LOWELL P. WEICKER, JR.
-------------------------------------------
LOWELL P. WEICKER, JR.
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EXHIBIT INDEX
3.1 -- Restated Certificate of Incorporation dated May 5, 1992, incorporated by reference
to Exhibit 3.1 to Form 10-Q for the quarter ended March 31, 1992.
3.2 -- By-Laws adopted on December 23, 1986, incorporated by reference to Exhibit 3.2 to
Form S-4 Registration Statement filed on March 20, 1987.
10.1* -- Form of Employment Agreement entered into on July 23, 1987 between Registrant and
Vincent A. Gierer, Jr., an Executive Officer, incorporated by reference to Exhibit
10.1 to Form 10-Q for the quarter ended September 30, 1986.
10.2* -- Employment Agreement dated December 1, 1993 between Registrant and John J.
Bucchignano, a former Executive Officer, incorporated by reference to Exhibit 10.3
to Form 10-K for the fiscal year ended December 31, 1993.
10.3* -- Form of Employment Agreement for Robert D. Rothenberg, a former Executive Officer.
10.4* -- Form of Severance Agreement dated October 27, 1986 between Registrant and certain
officers, incorporated by reference to Exhibit 10.2 to Form 10-Q for the quarter
ended September 30, 1986.
10.5* -- 1982 Stock Option Plan restated as of March 22, 1989, incorporated by reference to
Exhibit 4.1 to Form S-8 Registration Statement filed on April 14, 1989.
10.6* -- 1992 Stock Option Plan, as amended and restated as of December 12, 1996.
10.7* -- Incentive Compensation Plan, as amended and restated as of January 1, 1996.
10.8* -- Officers' Supplemental Retirement Plan, as restated as of December 1, 1992,
incorporated by reference to Exhibit 10.7 to Form 10-K for the fiscal year ended
December 31, 1992.
10.9 -- Nonemployee Directors' Retirement Plan, effective as of January 1, 1988,
incorporated by reference to Exhibit 10.8 to Form 10-K for the fiscal year ended
December 31, 1992.
10.10 -- Directors' Supplemental Medical Plan, as amended and restated as of February 16,
1995, incorporated by reference to Exhibit 10.10 to Form 10-K for the fiscal year
ended December 31, 1994.
10.11* -- Nonemployee Directors' Stock Option Plan effective May 2, 1995, incorporated by
reference to Exhibit A to 1995 Notice of Annual Meeting and Proxy Statement dated
March 24, 1995.
13 -- Pages 23-47 of the Annual Report, but only to the extent set forth in Items 1, 5,
6, 7 and 8 hereof.
21 -- Subsidiaries of UST.
23 -- Consent of Independent Auditors.
27 -- Financial Data Schedule.
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* Management contract or compensatory plan or arrangement required to be filed
as an exhibit pursuant to Item 14(c) of the rules governing the preparation of
this Report.