Q: How were shares of UST common stock exchanged for cash?
A: If shares of UST common stock were held through a bank or broker (i.e., in "street" name) at the closing of the merger on January 6, 2009, the bank or broker handled the exchange of shares. If UST share holdings were listed on the books of UST's transfer agent, Computershare (either in certificate form or electronically in book-entry form) at the closing of the merger on January 6, 2009, those shareholders received information directly from Computershare, who is also the paying agent. For additional information, UST shareholders who held shares through a bank or broker should contact their bank or broker directly with any specific questions regarding their account.
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Q: How long will it take my bank or broker to send me the cash payment?
A: UST shareholders who held shares of UST common stock through a bank or broker (i.e., in "street" name) received 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.
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Q: What do I need to do if I still hold UST stock certificates?
A: 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, mailed 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.
If you want this information resent to you, please call Computershare 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. 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.
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Q: Should I return my UST stock certificates?
A: 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 was mailed to shareholders who held 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. If you want this information resent to you, please call Computershare 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.
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Q: What will happen if I do not return my UST stock certificates?
A: 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.
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Q: How do I return my UST stock certificates?
A: A letter of transmittal and exchange form containing detailed instructions was 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. If you want this information resent to you, please call Computershare 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.
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.
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Q: What should I do if my stock certificates were lost, stolen or destroyed?
A: 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.
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Q: What happens if my stock certificates are lost in the mail?
A: 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.
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Q: What if I lose my exchange form or need additional ones?
A: 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.
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Q: When should I expect the exchange of my stock certificates to be completed?
A: 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.
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Q: Why can't I receive my check for the cash payment until I return all of my UST stock certificates?
A: 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. Please note that 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.
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Q: What do I do if my address has changed?
A: 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 held shares through a bank or broker should contact their bank or broker directly with any specific questions regarding their account.
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Q: What if I want my cash payment mailed to a special address?
A: If you were 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.
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Q: What is a Medallion Guarantee? Is it the same as a Notary certification?
A: 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
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Q: Is the exchange of my UST shares for cash a taxable event for U.S. holders?
A: 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. Tax Basis Information
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