8-KOther EventsExhibits & Filings

ALTRIA GROUP, INC. 8-K Report, Corporate Update (Sep 8, 2008)

Filed September 8, 2008For Securities:MO

Summary

Altria Group, Inc. (MO) filed a Form 8-K on September 8, 2008, reporting the execution of an Agreement and Plan of Merger with UST Inc. on September 7, 2008. This filing details the intention to acquire UST Inc. through a merger with a wholly-owned subsidiary, Armchair Merger Sub, Inc. The announcement was accompanied by a press release and a conference call for the investment community and news media, the transcript and presentation of which are filed as exhibits to this report. Investors are strongly advised to review UST Inc.'s forthcoming proxy statement and other SEC filings, which will contain critical information regarding this proposed transaction. Altria and UST have also disclosed potential participants in the solicitation of proxies related to the merger, with relevant information available in their prior SEC filings. The SEC filing highlights that UST intends to file a proxy statement on Schedule 14A, and encourages investors to access all related documents through the SEC's website, UST's website, or directly from UST Inc.

Key Highlights

  • 1Altria Group, Inc. has entered into a Merger Agreement to acquire UST Inc.
  • 2The acquisition will be executed through a merger with Altria's indirect wholly-owned subsidiary, Armchair Merger Sub, Inc.
  • 3The Merger Agreement was dated September 7, 2008.
  • 4Altria and UST held a conference call on September 8, 2008, to discuss the merger announcement.
  • 5The transcript and presentation from the conference call are filed as exhibits to this 8-K.
  • 6UST Inc. will file a proxy statement on Schedule 14A with the SEC concerning the merger.
  • 7Investors are urged to read UST's proxy statement and other SEC filings for important details about the transaction.

Frequently Asked Questions

This Form 8-K filing by Altria Group, Inc. is primarily to report the execution of an Agreement and Plan of Merger with UST Inc. and to provide details about the proposed acquisition, including information on a related conference call and investor communications.

Altria Group, Inc. intends to acquire UST Inc. through a merger. Altria's indirect wholly-owned subsidiary, Armchair Merger Sub, Inc., will merge with UST Inc.

Investors are strongly encouraged to read UST Inc.'s proxy statement and any other relevant documents that will be filed with the SEC, as these will contain important information about the proposed transaction. These documents will be available on the SEC's website (www.sec.gov), UST's website (www.ustinc.com), and can also be obtained directly from UST Inc.

Yes, this filing includes as exhibits the Transcript of the Conference Call held on September 8, 2008, and the Conference Call Presentation from the same date, which discuss the merger announcement.