UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM
8-K/A
(Amendment No. 1)
CURRENT REPORT
PURSUANT TO SECTION 13
OR 15(d) of the SECURITIES EXCHANGE ACT OF 1934
Date of
report (Date of earliest event reported): September 13, 2006
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UST INC.
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(Exact name of registrant as specified in its charter)
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| DELAWARE
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0-17506
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06-1193986 |
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(Commission File Number)
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I.R.S. Employer |
| incorporation or organization) |
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Identification No.) |
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| 100 West Putnam Avenue, Greenwich, Connecticut
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06830 |
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| (Address of principal executive offices)
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(Zip Code) |
(203) 661-1100
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(Registrant’s telephone number, including area code)
None
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(Former name, former
address and former fiscal year,
if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the
filing obligation of the registrant under any of the following provisions:
o Written communications pursuant to Rule 425 under the
Securities Act
o Soliciting material pursuant to Rule 14a-12
under the Exchange Act
o Pre-commencement communications pursuant to Rule 14d-2(b)
under the Exchange Act
o Pre-commencement communications pursuant to
Rule 13e-4(c) under the Exchange Act
This Amendment
No. 1 amends Item 2.05 of the Current Report on Form 8-K
previously filed by UST Inc. (the “Company”)
on July 27, 2006. See Item 2.05
below.
Item 2.05
Costs Associated with Exit or Disposal Activities.
On July 27,
2006, the Company filed a Current Report on Form 8-K announcing
“Project Momentum,” a cost reduction initiative, which is designed to create
additional resources for growth via operational productivity and efficiency
enhancements and which is expected to result in targeted savings of at least
$100 million over the next three years. In connection with that announcement,
the Company indicated that it expected to incur costs under Project Momentum,
including restructuring charges, beginning as early as the third quarter of
2006. Since the Company had not finalized the courses of action to be taken in
connection with Project Momentum at the time of such announcement, the Company
indicated that it was not able, in good faith, to make a determination of the
estimated amounts, or range of amounts, to be incurred in connection with the
project.
The
Company is filing this Form 8-K/A to amend the aforementioned Form 8-K
filed on July 27, 2006 to update the disclosure therein under Item 2.05. At
this time, the Company expects to eliminate approximately 10% of its salaried,
full-time non-union positions across various functions and operations by the
end of 2007, with the majority of these eliminations occurring in the third
quarter of 2006. On September 13, 2006, the Company began to notify affected
employees of these reductions. The Company expects to incur incremental
restructuring charges, in the form of one-time termination benefits, in the
range of $16 million to $18 million in connection therewith, of which
approximately $11 million to $13 million will result in future cash
expenditures. The remaining estimated charges relate to pension
enhancements offered to applicable employees, all of which will
result in future cash expenditures that will be paid directly from
the respective pension plan’s assets. Consistent with the anticipated timing
of these workforce reductions, the majority of these charges will be recognized
in the third quarter of 2006.
The
Company also currently estimates that it will incur up to approximately
$0.5 million in contract termination costs associated with the termination of
certain operating leases. These costs, all of which will result in future cash
expenditures, are anticipated to be recognized in 2006.
In
addition, at this time, the Company expects to incur approximately $6
million to $7 million in professional and other fees associated with the
implementation of Project Momentum. The Company will recognize the majority of
such fees, all of which will result in cash expenditures, during 2006, with the
remainder to be recognized in 2007.
All
charges described in this Form 8-K/A are presented on a pre-tax basis.
The
Company is in the process of evaluating the impact these restructuring
costs, and any related cost savings, will have on estimated earnings for 2006
and plans to provide updated guidance when results of operations are reported
for the third quarter of 2006.
The
Company believes that the aforementioned restructuring costs associated
with Project Momentum currently represent its best estimates of the ranges of
anticipated charges to be incurred; although there may be additional charges
recognized as additional actions are identified and finalized. As stated in
the July 27, 2006 Form 8-K, as particular actions with respect to Project
Momentum are finalized and the Company is able to make good faith
determinations of additional estimated costs and future cash expenditures
associated with such actions, the Company intends to file amendments to the
Current Report on Form 8-K, as required by Item 2.05 of Form 8-K, or report
such costs or charges in its periodic reports, as appropriate.
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