UST Inc. FAQs - Altria

UST Inc. FAQs

1. When did the merger close?
	The merger closed on January 6, 2009.

2. What was the purchase price of the merger?
	Under the terms of the Agreement and Plan of Merger dated September 7, 2008 and amended on October 2, 2008, shareholders of UST will receive $69.50 in cash for each share of common stock held on January 6, 2009, the closing date of the merger. The transaction is valued at approximately $11.7 billion, which includes the assumption of approximately $1.3 billion of debt

3. Where can I find a copy of the Agreement and Plan of Merger?
	The Agreement and Plan of Merger dated September 7, 2008 and Amendment No. 1 to the Agreement and Plan of Merger dated October 2, 2008 were filed with the Securities and Exchange Commission (SEC). You may download the documents by visiting the SEC website . You may also download the documents by visiting the Altria website .

4. What will happen to my shares of UST common stock as a result of the merger?

As a result of the merger, UST common stock is no longer publicly traded. In accordance with the terms of the Agreement and Plan of Merger dated September 7, 2008 and amended on October 2, 2008, shareholders of UST are entitled to receive $69.50 in cash, less any applicable withholding taxes, for each share of UST common stock held on January 6, 2009, the effective date of the merger.

For example, if you owned 100 shares of UST common stock on the closing date of the merger, you are entitled to receive $6,950 in cash, less any applicable withholding taxes, in exchange for your 100 shares of UST common stock.

5. What happens if I sold my shares before the merger was completed?
	In order to receive the cash payment of $69.50 per share, you needed to have held your shares of UST common stock on January 6, 2009, the closing date of the merger.

6. Who is the paying agent for the merger between Altria and UST?

Computershare is the paying agent. As the paying agent, Computershare will distribute the cash payment for shares of UST common stock.

Registered shareholders will receive information from Computershare regarding their cash payment. Shareholders who hold their shares through a bank or broker will receive information from their bank or broker.

You may call Computershare toll-free at 866-963-6134 within the U.S., Canada or Puerto Rico. Shareholder representatives are available Monday through Friday, 9:00 a.m. to 6:00 p.m., Eastern Time. Outside the U.S., Canada or Puerto Rico you may call 781-575- 2754.

Or by mail:

Computershare
P.O. Box 43014
Providence, RI 02940-3014

7. How do I exchange my UST common stock for cash?

If you hold your shares of UST common stock through a bank or broker (i.e., in “street” name) at the closing of the merger on January 6, 2009, your bank or broker will handle the exchange of your shares.

If you are listed on the books of UST’s transfer agent, Computershare, as a registered shareholder (either in certificate form or electronically in book-entry form) at the closing of the merger on January 6, 2009, you will receive information directly from Computershare, who is also the paying agent.

8. How do I exchange my shares of UST common stock if they are held by a bank or broker (i.e., in “street” name)?
	If you hold your shares of UST common stock through a bank or broker (i.e., in “street” name) at the closing of the merger on January 6, 2009, your bank or broker will handle the exchange of your shares directly. UST shareholders who hold shares through a bank or broker should contact their bank or broker directly with any specific questions regarding their account.

9. How long will it take my bank or broker to send me the cash payment?

UST shareholders who hold shares of UST common stock through a bank or broker (i.e., in “street” name) will receive information directly from their bank or broker regarding the cash payment for their shares of UST common stock. The timing of the notification can vary from institution to institution.

For additional information, UST shareholders who hold shares through a bank or broker should contact their bank or broker directly with any specific questions regarding their account.

10. What do I need to do if I hold UST stock certificates?

UST shareholders who hold shares of UST common stock in certificate form must surrender their stock certificates in order to receive the cash payment.

Computershare, the paying agent, will mail a letter of transmittal and an exchange form containing detailed instructions to UST shareholders who hold shares of UST common stock in certificate form within approximately five business days following the closing of the merger on January 6, 2009.

Once Computershare receives your UST stock certificates along with a properly completed and executed exchange form and any other required materials, Computershare will mail you the cash payment, less any applicable withholding taxes, within approximately seven to ten business days.

We urge you to act promptly because your UST stock certificates now represent only the right to receive the cash payment to which you are entitled, and no interest will accrue or be paid on such amount.

11. How long will it take Computershare to send me the cash payment if I hold stock certificates?

UST shareholders who hold shares of UST common stock in certificate form must surrender their stock certificates in order to receive the cash payment. A letter of transmittal and an exchange form containing detailed instructions will be mailed to UST shareholders who hold shares of UST common stock in certificate form within approximately five business days following the closing of the merger on January 6, 2009.

Once Computershare receives your UST stock certificates along with a properly completed and executed exchange form and any other required materials, Computershare will mail you the cash payment, less any applicable withholding taxes, within approximately seven to ten business days.

12. Should I return my UST stock certificates?

Shareholders who hold shares of UST common stock in certificate form should not return their stock certificates to Computershare, the paying agent, until they have received and completed an exchange form.

A letter of transmittal and an exchange form containing detailed instructions will be mailed to shareholders who hold shares of UST common stock in certificate form within approximately five business days following the closing of the merger on January 6, 2009. Shareholders must complete the exchange form and return it along with their stock certificates and any other required materials in order to receive their cash payment.

13. What will happen if I do not return my UST stock certificates?

The UST common stock evidenced by the stock certificates you presently hold is no longer trading on the New York Stock Exchange, and only represents the right to receive the cash payment. Until you properly present your certificates for exchange you will not receive the cash payment. No interest will accrue or be paid on the cash entitlement, so you are encouraged to exchange your shares promptly by following the instructions in the material sent to you by Computershare.

Any unexchanged UST shares may eventually be subject to applicable state abandoned property, escheat or similar laws.

14. How should I return my UST stock certificates?

A letter of transmittal and exchange form containing detailed instructions will be mailed to shareholders who hold shares of UST common stock in certificate form within approximately five business days following the closing of the merger on January 6, 2009.

Once you have completed and executed the exchange form and are ready to return it along with your UST stock certificates and any other required materials to Computershare, we recommend that you insure the return package for 3% of the value of the certificates, and send the return package via registered mail in the courtesy reply envelope that will be included in your packet or via overnight courier to the address listed on the reverse side of the exchange form.

For example, if you own 100 shares of UST common stock, the value of your stock is $6,950. Three percent (3%) of the value of your stock is $208.50

Please retain copies of all documents mailed for your records until the cash exchange has been completed.

15. What should I do if my stock certificates were lost, stolen or destroyed?
	If your UST stock certificates were lost, stolen or destroyed, you must mark the appropriate box next to the missing stock certificates listed on the exchange form and complete Box A on the reverse side of the exchange form. You must enclose a check or money order made payable to “Computershare” for the surety fees to replace your stock certificates.

16. What happens if my stock certificates are lost in the mail?

If your exchange form and stock certificates are lost in the mail, you should make every effort to track the package. If you are unable to track the package you will need to follow the steps and procedures for replacing stock certificates that are lost, stolen or destroyed. Lost, stolen or destroyed certificates are subject to surety fees for replacement.

Please retain copies of all documents mailed for your records until the cash exchange has been completed.

17. What if I lose my exchange form or need additional ones?
	You may call Computershare, the paying agent, toll-free at 866-963-6134 within the U.S., Canada or Puerto Rico and request that a duplicate exchange form be mailed to you. Outside the U.S., Canada or Puerto Rico you may call 781-575-2754.

18. When should I expect the exchange of my stock certificates to be completed?
	You should receive a check for the cash payment approximately seven to ten business days after Computershare’s receipt of your completed and executed exchange form and UST stock certificates

19. Why can’t I receive my check for the cash payment until I return all of my UST stock certificates?

UST common stock evidenced by the stock certificates you presently hold is no longer trading on the New York Stock Exchange, and only represents the right to receive the cash payment.

Once Computershare receives your UST stock certificates along with a properly completed and executed exchange form and any other required materials, Computershare will mail you the cash payment, less any applicable withholding taxes, within approximately seven to ten business days. No interest will accrue or be paid on the cash entitlement, so you are encouraged to exchange your shares promptly by following the instructions in the materials sent to you by Computershare.

Any unexchanged UST shares may eventually be subject to applicable state abandoned property, escheat or similar laws.

20. What do I need to do if I hold UST stock certificates and I have shares held electronically in book-entry form with Computershare?

There are no special requirements to exchange your shares held electronically in book-entry form. When you return your properly completed and executed exchange form along with your UST stock certificates and any other required materials to Computershare, the paying agent, payment for your book-entry shares, as referenced under the section “Shares Held By Us In Book-Entry” on the bottom of the exchange form, will be processed along with your certificated shares.

21. What do I need to do if ALL of my shares of UST common stock are held electronically in book-entry form with Computershare?

You do not need to do anything. Your shares will automatically be exchanged as a result of the merger. A letter of transmittal and a check for the cash payment will be mailed to UST shareholders who hold all of their shares of UST common stock electronically in book-entry form from Computershare, the paying agent, within approximately five business days following the closing of the merger on January 6, 2009.

22. What do I do if my address has changed?
	If you are a registered UST shareholder, please call Computershare toll-free at 866-963- 6134 within the U.S., Canada or Puerto Rico or 781-575-2754 for shareholders outside of the U.S., Canada or Puerto Rico. UST shareholders who hold shares through a bank or broker should contact their bank or broker directly with any specific questions regarding their account.

23. What if I want my cash payment mailed to a special address?
	If you are a registered UST shareholder and want your cash payment mailed to a third party, such as your bank or broker, you must include those instructions on a separate sheet of paper, and have those instructions Medallion Guaranteed. Unless you indicate otherwise, any instructions provided will NOT change your address for other mailings that could occur in the future.

24. What is a Medallion Guarantee? Is it the same as a Notary certification?

In the United States, a Medallion Guarantee is a special signature guarantee for the transfer of securities. It is a guarantee by the financial institution that the signature is genuine and the financial institution accepts liability for forgery. Medallion guarantees protect shareholders by preventing unauthorized transfers and possible investor losses. A Notary Public certification is not the same and is not acceptable for this purpose.
This guarantee is normally obtained from selected banks or other financial institutions such as a broker, dealer, credit union, savings association or other entity which is a member in good standing of the Securities Transfer Agents’ Medallion Program (“STAMP”). Different institutions have different policies as to what type of identification they require to provide the guarantee and whether they charge a fee for such service. Most institutions would not guarantee a signature of someone who has not already been their customer

25. Is the exchange of my UST shares for cash a taxable event for U.S. holders?

You are urged to consult your own tax advisor regarding the particular consequences to you of the merger and related transactions, including the U.S. Federal, state, local, foreign and other tax consequences of the ownership and disposition of your shares.

The receipt of cash by a U.S. holder in exchange for its shares of UST common stock pursuant to the merger will be a taxable transaction for U.S. Federal income tax purposes (and also may be a taxable transaction under applicable state, local, foreign and other income tax laws). In general, a U.S. holder will recognize gain or loss for U.S. Federal income tax purposes equal to the difference between the amount of cash received by such holder in exchange for its shares of common stock and the holder’s adjusted tax basis in such shares. Gain or loss, as well as the holding period, will be determined separately for each block of shares of common stock surrendered for cash pursuant to the merger, with a block generally consisting of shares of common stock acquired at the same cost in a single transaction. If your shares of common stock are held as capital assets, such gain or loss will be capital gain or loss and will be long-term capital gain or loss if the shares of common stock have been held for more than one year at the effective time of the merger. Such gain or loss will generally be short-term capital gain or loss if at the effective time of the merger the shares of common stock have been held for one year or less. Individual and certain other non-corporate U.S. holders who recognize long-term capital gains are generally eligible for preferential rates of taxation. The deductibility of capital losses is subject to certain limitations.

26. How do I calculate the tax basis of my UST stock?

If you purchased your UST shares for cash, the tax basis for your UST shares would generally equal the cost of these shares including commissions or other fees. If you received your UST shares as a gift, through an employee compensation arrangement, or through some other means, we recommend that you consult your own tax advisor to determine your tax basis in these shares. If you acquired different blocks of stock at different times and different prices, you must determine your adjusted tax basis and holding period separately with respect to each block of stock.

UST Inc. historical price lookup

27. Who do I contact if I have additional questions regarding the exchange of UST shares for the cash payment?
	You may call Computershare, the paying agent, toll-free at 866-963-6134 within the U.S., Canada or Puerto Rico. Shareholder representatives are available Monday through Friday, 9:00 a.m. to 6:00 p.m., Eastern Time. Outside the U.S., Canada or Puerto Rico you may call 781-575-2754. Or by mail: Computershare P.O. Box 43014 Providence, RI 02940-3014

28. What should I do with the Form W-9 included with my Exchange Form?

If your account did not have an accurate or updated taxpayer identification number (TIN), Computershare enclosed a Form W-9 with the Exchange Form. If Computershare did not include a Form W-9 and your cash payment is to be issued in the same name, you need take no further action to certify the TIN for the registered account. Under U.S. Federal income tax law, any person submitting the Exchange Form who has not previously certified the TIN relating to the registered account must provide to Computershare, the paying agent his, her or its correct TIN, and certify that such TIN is correct on the enclosed Form W-9. If such TIN is not provided, a penalty of $50.00 may be imposed by the Internal Revenue Service and payment of the merger consideration may be subject to backup withholding. The TIN to be provided is that of the person submitting the Exchange Form. The TIN for an individual is generally his or her social security number. Exempt persons (including, among others, all corporations and certain foreign individuals) are not subject to backup withholding and reporting requirements. A foreign individual may qualify as an exempt person by submitting a Form W-8, signed under penalties of perjury, certifying such individual’s foreign status. That form can be obtained from Computershare. See the Guidelines for Certification of Taxpayer Identification Number on Form W-9 for additional instructions.

29. Can I use my UST proceeds to purchase Altria stock?
	Shareholders may choose to reinvest their UST proceeds at their discretion and each individual should evaluate how best to use their funds.

30. What will happen to my UST dividend?
	The Board of Directors of UST declared a regular quarterly dividend of 63 cents per common share, payable December 30, 2008 to shareholders of record at the close of business December 15, 2008. As a result of the closing of the merger on January 6, 2009, no further dividends will be paid by UST beyond the previously declared dividend.

31. Who do I call if I have additional questions regarding UST?

Computershare is available to answer questions regarding the following issues:

Account information
Registration changes (name change, transfer ownership, etc.)
Address changes
Direct registration (electronic registration of shares)
Replacing lost, stolen or destroyed certificates
Other account maintenance-related questions

Shareholder representatives at Computershare are available from 9:00 a.m. to 6:00 p.m., Eastern Time, Monday through Friday, toll-free at 866-963-6134 within the U.S., Canada or Puerto Rico or 781-575-2754 for shareholders outside of the U.S., Canada or Puerto Rico. If your question is not answered, please call the Altria Client Services Investor Relations number at 804-484-8222.

Altria Group, Inc.

Shareholder FAQs

1. What happens to my Altria shares?
	If you are an Altria shareholder, your shares of Altria common stock will remain unchanged by the merger. You do not need to surrender your shares or your stock certificates.

2. What will happen to my Altria dividend?
	Altria anticipates maintaining a dividend payout ratio of approximately 75% post-transaction. Payments of future dividends are at the sole discretion of the Altria Board of Directors. The current annualized dividend for Altria is $1.28 per common share.

3. Who do I call if I have any questions regarding Altria?

Altria shareholders should call the transfer agent, Computershare. Computershare is available to answer questions regarding the following issues:

Account information
Registration changes (name change, transfer ownership, etc.)
Address changes
Direct registration (electronic registration of shares)
Replacing lost, stolen or destroyed certificates
Dividend information, including the dividend reinvestment and stock purchase plan
Other account maintenance-related questions

Shareholder representatives at Computershare are available from 9:00 a.m. to 6:00 p.m., Eastern Time, Monday through Friday, toll-free at 800-442-0077 within the U.S., Canada or Puerto Rico or 781-575-3572 for shareholders outside of the U.S., Canada or Puerto Rico. If your question is not answered, please call Altria Client Services Investor Relations at 804-484-8222.