ALTRIA GROUP, INC. (Form: 8-K, Received: 10/03/2008 08:44:51)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of

The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): October 2, 2008

ALTRIA GROUP, INC.

(Exact name of registrant as specified in its charter)

Virginia

1-8940

13-3260245

(State or other jurisdiction

of incorporation)

(Commission File Number)

(I.R.S. Employer

Identification No.)


6601 West Broad Street, Richmond, Virginia		23230
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code: (804) 274-2200

(Former name or former address, 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:

[ ]	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

[X]	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

[ ]	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

[ ]	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 1.01.

Entry into a Material Definitive Agreement.

On September 7, 2008, UST Inc., a Delaware corporation (“UST”), Altria Group, Inc., a Virginia corporation (“Altria”), and Armchair Merger Sub, Inc., a Delaware corporation and an indirect wholly-owned subsidiary of Altria (the “Merger Subsidiary”), entered into an Agreement and Plan of Merger (the “Merger Agreement”), which was announced via press release, as previously disclosed in Altria’s Current Report on Form 8-K filed on September 8, 2008.

On October 2, 2008, Altria, the Merger Subsidiary and UST entered into Amendment No. 1 to the Agreement and Plan of Merger (the “Amendment”). The Amendment permits Altria, at its sole discretion, to delay the closing to a date no later than January 7, 2009, even if all closing conditions are satisfied or waived prior to such date. While Altria currently has fully committed financing to complete the transaction, Altria’s lenders advised that it would be preferable to close the transaction in 2009. In the event Altria delays the closing under such circumstances, then Altria agreed to increase the reverse termination fee from $200 million to $300 million. The Amendment did not, however, change the circumstances under which the reverse termination fee is payable. These circumstances are described in detail in the Merger Agreement, which was filed as an exhibit to Altria’s Current Report on Form 8-K filed on September 8, 2008. Except as set forth in the Amendment, the terms and conditions of the Merger Agreement remain unchanged.

The foregoing description of the Amendment and the transactions contemplated thereby does not purport to be complete and is subject to, and qualified in its entirety by, reference to the Amendment, a copy of which is attached hereto as Exhibit 2.1 and the terms of which are incorporated herein by reference.

The Merger Agreement and the Amendment have been filed to provide investors and security holders with information regarding their terms. They are not intended to provide any other factual information about UST, Altria or the Merger Subsidiary. The representations, warranties and covenants contained in the Merger Agreement and the Amendment were made only for purposes thereof and as of specific dates; were solely for the benefit of the parties thereto; may be subject to limitations agreed upon by the contracting parties, and may be subject to standards of materiality applicable to the contracting parties that differ from those applicable to investors. Investors should not rely on the representations, warranties and covenants or any descriptions thereof as characterizations of the actual state of facts or condition of UST, Altria or the Merger Subsidiary or any of their respective subsidiaries or affiliates. Moreover, information concerning the subject matter of the representations, warranties and covenants may change after the date made, which subsequent information may or may not be fully reflected in Altria’s public disclosures.

In connection with the proposed merger, UST intends to file relevant materials with the Securities and Exchange Commission (the “SEC”), including a proxy statement on Schedule 14A.

INVESTORS AND SHAREHOLDERS ARE URGED TO READ UST’S PROXY STATEMENT AND ALL RELEVANT DOCUMENTS FILED WITH THE SEC (WHEN THEY BECOME AVAILABLE) BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED MERGER.

Investors and shareholders are able to obtain the documents free of charge through the website maintained by the SEC at www.sec.gov. A free copy of the proxy statement and other relevant documents, when they become available, also may be obtained from UST Inc., 6 High Ridge Park, Building A, Stamford, Connecticut 06905-1323, Attn: Investor Relations. Investors and security holders may access copies of the documents filed with the SEC by UST on its website at www.ustinc.com. Such documents are not currently available.

Altria and UST and their respective directors and executive officers may be deemed to be participants in the solicitation of proxies from UST’s shareholders in connection with the merger. Information about Altria’s directors and executive officers is set forth in Altria’s proxy statement on Schedule 14A filed with the SEC on April 24, 2008 and Altria’s Annual Report on Form 10-K filed on February 28, 2008. Information about UST’s directors and executive officers is set forth in UST’s proxy statement on Schedule 14A filed with the SEC on March 24, 2008 and UST’s Annual Report on Form 10-K filed on February 22, 2008. Additional information regarding the interests of participants in the solicitation of proxies in connection with the merger will be included in the proxy statement that UST intends to file with the SEC.

Item 8.01. Other Events.

On October 3, 2008, Altria and UST issued a joint press release attached as Exhibit 99.1 to this Current Report on Form 8-K and incorporated herein by reference.

Item 9.01.

Financial Statements and Exhibits.

(d) Exhibits

2.1

Amendment No. 1 to the Agreement and Plan of Merger, dated as of October 2, 2008, by and among UST Inc., a Delaware corporation, Altria Group, Inc., a Virginia corporation, and Armchair Merger Sub, Inc., a Delaware corporation and an indirect wholly-owned subsidiary of Altria.

99.1

Joint Press Release issued by Altria Group, Inc. and UST Inc. on October 3, 2008.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.


ALTRIA GROUP, INC.

By:		/s/ Sean X. McKessy
Name:		Sean X. McKessy
Title:		Corporate Secretary

DATE: October 3, 2008

INDEX TO EXHIBITS


Exhibit No.		Description
2.1		Amendment No. 1 to the Agreement and Plan of Merger, dated as of October 2, 2008, by and among UST Inc., a Delaware corporation, Altria Group, Inc., a Virginia corporation, and Armchair Merger Sub, Inc., a Delaware corporation and an indirect wholly-owned subsidiary of Altria.

99.1		Joint Press Release issued by Altria Group, Inc. and UST Inc. on October 3, 2008.

Exhibit 2.1

AMENDMENT NO. 1 TO THE

AGREEMENT AND PLAN OF MERGER

THIS AMENDMENT NO. 1 , dated as of October 2, 2008 (this “ Amendment ” ), by and among UST INC., a Delaware corporation (the “ Company ” ), ALTRIA GROUP, INC., a Virginia corporation ( “ Parent ” ), and ARMCHAIR MERGER SUB, INC., a Delaware corporation and a wholly-owned subsidiary of Parent ( “ Merger Sub ” ), is an amendment to that certain Agreement and Plan of Merger dated as of September 7, 2008 (as amended, the “ Merger Agreement ” ) among the Company, Parent and Merger Sub.

W I T N E S S E T H

WHEREAS, Parent has been advised by its Lenders that it would be preferable to close the transactions contemplated by the Merger Agreement in 2009; and

WHEREAS , pursuant to Section 9.2 of the Merger Agreement, the parties desire to amend the Merger Agreement with respect thereto.

NOW, THEREFORE , for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, and based upon the mutual covenants contained herein, the Parties agree as follows:

SECTION 1. Amendment to the Merger Agreement .

(i) Section 1.2 (Closing) of the Merger Agreement is hereby deleted in its entirety and replaced with the following:

“Unless otherwise mutually agreed in writing between the Company and Parent, the closing for the Merger (the “ Closing ”) shall take place at the offices of Hunton & Williams LLP, 200 Park Avenue, New York, NY at 10:00 a.m. (Eastern Time) as promptly as practicable (but in no event later than the third (3rd) business day) following the satisfaction or waiver of the conditions set forth in Article VII (other than those conditions that by their nature are to be satisfied at the Closing, but subject to the fulfillment or waiver of those conditions), provided that (a) if any required pre-approval of any authority regulating the wine Business Unit has not been obtained at the time all conditions set forth in Article VII have been waived or fulfilled (other than those conditions that by their nature are to be satisfied at the Closing), then Parent by written notice to the Company may extend, from time to time, the Closing up to a date not beyond the four (4) month anniversary of the date of this Agreement), and (b) at its sole discretion, Parent by written notice to the Company may extend, from time to time, the Closing up to a date no later than January 7, 2009 (the “ Closing Date ”). For purposes of this Agreement, the term “ business day ” shall mean any day other than a Saturday or Sunday or a day on which banks are required or authorized to close in the City of New York.”

(ii) The first sentence of Section 8.6(g) (Effect of Termination and Abandonment) of the Merger Agreement is hereby deleted in its entirety and replaced with the following:

“In the event that (i) this Agreement is terminated by Parent or (ii) the Merger has not been consummated by the End Date, except in either case under circumstances where the Board of Directors of Parent has determined in accordance with its good faith business judgment that Parent is permitted under this Agreement to terminate this Agreement or is not required to consummate the Merger prior to the End Date, then Parent shall promptly following receipt of written notice from the Company requesting such payment, pay the Company a non-refundable fee equal to $200,000,000 (the “ Reverse Termination Fee ”); provided however, if (a) all of the conditions to Closing set forth in Article VII are satisfied or waived (other than those conditions that by their nature are to be satisfied at the Closing) on any day on or prior to December 31, 2008 such that the Closing could have occurred on that day and the Closing has not occurred on or before January 7, 2009; and (b) Parent has not exercised its right to extend the Closing Date beyond December 31, 2008 in accordance with Section 1.2(a), then the Reverse Termination Fee shall be $300,000,000. The Reverse Termination Fee shall be payable by wire transfer of same day funds to an account designated in writing to Parent by the Company.”

SECTION 2. Reference to and Effect on the Merger Agreement

(i) Capitalized terms used herein and not otherwise defined shall have the meanings set forth in the Merger Agreement.

(ii) Except as amended hereby, the Merger Agreement is reconfirmed in all respects and remains in full force and effect.

SECTION 3. Governing Law . This Amendment shall be governed by, and construed in accordance with, the laws of the State of Delaware (without giving effect to choice of law principles that would cause the laws of another jurisdiction to apply).

SECTION 4. Execution in Counterparts . This Amendment may be executed (including by facsimile) in any number of counterparts, each such counterpart being deemed to be an original instrument, and all such counterparts shall together constitute the same agreement.

[ Signature page follows .]

IN WITNESS WHEREOF, the parties have executed this Amendment as of the date first written above.


ALTRIA GROUP, INC.

By:		/s/ M ICHAEL E. S ZYMANCZYK
		Name: Michael E. Szymanczyk
		Title: Chairman and Chief Executive Officer

ARMCHAIR MERGER SUB, INC.

By:		/s/ H OWARD A. W ILLARD III
		Name: Howard A. Willard III
		Title: President

UST INC.

By:		/s/ M URRAY S. K ESSLER
		Name: Murray S. Kessler
		Title: Chairman and Chief Executive Officer

Exhibit 99.1

Altria and UST Provide Update on Potential Closing Date

of Proposed Acquisition of UST

RICHMOND, Va.—(BUSINESS WIRE) October 3, 2008—Altria Group, Inc. (Altria) (NYSE: MO) and UST Inc. (UST) (NYSE: UST) today announced that the companies have amended the September 7, 2008 agreement pursuant to which Altria has agreed to acquire all outstanding shares of UST. The amendment sets forth Altria’s and UST’s agreement to extend, at Altria’s option, the closing date of the transaction to a date that is no later than early January 2009 in the event conditions for closing are met prior to the end of 2008. While Altria currently has fully committed financing to complete the transaction, Altria’s lenders advised that it would be preferable to close the transaction in 2009. The parties also agreed to increase the “reverse termination fee” from $200 million to $300 million under certain circumstances, which are detailed in the amendment. In addition to the regulatory review process, completion of the transaction remains subject to UST shareholder approval and certain other customary closing conditions. The agreement and the amendment are filed with the Securities and Exchange Commission on September 8 and October 3, respectively.

Altria Group, Inc. Profile

As of October 3, 2008, Altria owned 100% of each of Philip Morris USA Inc. (PM USA), John Middleton Co. (Middleton) and Philip Morris Capital Corporation. In addition, Altria held a 28.5% economic and voting interest in SABMiller plc.

The brand portfolio of Altria’s tobacco operating companies includes such well-known names as Marlboro , Parliament , Virginia Slims , Basic and Black & Mild . Trademarks and service marks related to Altria referenced in this release are the property of, or licensed by, Altria or its subsidiaries. More information is available about Altria at www.altria.com.

UST Inc. Profile

UST Inc. is a holding company for its principal subsidiaries: U.S. Smokeless Tobacco Company and Ste. Michelle Wine Estates. U.S. Smokeless Tobacco Company is the leading producer and marketer of moist smokeless tobacco products including Copenhagen , Skoal , Red

Seal and Husky . Ste. Michelle Wine Estates produces and markets premium wines sold nationally under 20 different labels including Chateau Ste. Michelle , Columbia Crest , Stag’s Leap Wine Cellars and Erath , as well as exclusively distributes and markets Antinori products in the United States. Trademarks and service marks related to UST referenced in this release are the property of, or licensed by, UST or its subsidiaries. More information is available about UST at www.ustinc.com.

Forward-Looking and Cautionary Statements

This press release contains projections of future results and other forward-looking statements that involve a number of risks and uncertainties and are made pursuant to the Safe Harbor Provisions of the Private Securities Litigation Reform Act of 1995.

The forward-looking statements in this press release include, without limitation, expectations with respect to the proposed acquisition of UST. Important factors that may cause actual results and outcomes to differ materially from those contained in such forward-looking statements include, without limitation, the parties’ ability to consummate the transaction as expected; the possibility that one or more of the conditions to the consummation of the transaction may not be satisfied; the possibility that regulatory and/or shareholder approvals required for the transaction may not be obtained in a timely manner, if at all; the parties’ ability to meet expectations regarding the timing, completion, and other matters relating to the transaction; and any event that could give rise to the termination of the merger agreement. Other important factors include the possibility that the expected synergies will not be realized or will not be realized within the expected time period and the risk that the integration of UST will not be successful, in each case due to, among other things, changes in the tobacco industry; prevailing economic, market, and business conditions affecting the parties; risks that the transaction disrupts the parties’ current plans and operations; and the other factors detailed in the parties’ publicly filed documents, including their respective Annual Reports on Form 10-K for the year ended December 31, 2007 and their respective Quarterly Reports on Form 10-Q for the period ended June 30, 2008.

Other factors as well could cause actual results and outcomes to differ materially from those contained in the projections and forward-looking statements included in this press release. By way of example, Altria’s tobacco subsidiaries (PM USA and Middleton) as well as UST’s

subsidiaries are subject to intense price competition; changes in consumer preferences and demand for their products; fluctuations in raw material availability, quality and cost; fluctuations in levels of customer inventories; the effects of global, national and local economic and market conditions; changes to income tax laws; legislation, including actual and potential excise tax increases; increasing marketing and regulatory restrictions; the effects of price increases related to excise tax increases and concluded tobacco litigation settlements on consumption rates and consumer preferences within price segments; health concerns relating to the use of tobacco products and exposure to environmental tobacco smoke; governmental regulation; privately imposed smoking restrictions; and governmental and grand jury investigations. Their results are dependent upon their continued ability to promote brand equity successfully; to anticipate and respond to new consumer trends; to develop new products and markets and to broaden brand portfolios in order to compete effectively; and to improve productivity.

Altria’s and UST’s subsidiaries continue to be subject to litigation, including risks associated with adverse jury and judicial determinations, courts reaching conclusions at variance with the companies’ understanding of applicable law and bonding requirements in the limited number of jurisdictions that do not limit the dollar amount of appeal bonds.

Altria and UST caution that the foregoing list of important factors is not complete and do not undertake to update any forward-looking statements that it may make. All subsequent written and oral forward-looking statements concerning the proposed transaction or other matters and attributable to Altria or UST or any person acting on their behalf are expressly qualified in their entirety by the cautionary statements referenced above.

Other Information

This communication may be deemed to be solicitation material in respect of the proposed acquisition of UST by Altria. In connection with the proposed acquisition, UST intends to file relevant materials with the SEC, including a proxy statement on Schedule 14A.

Investors and shareholders will be able to obtain the documents free of charge through the website maintained by the SEC at www.sec.gov. A free copy of the proxy statement and

other relevant documents, when they become available, also may be obtained from UST Inc., 6 High Ridge Park, Building A, Stamford, Connecticut 06905-1323, Attn: Investor Relations. Investors and security holders may access copies of the documents filed with the U.S. Securities and Exchange Commission by UST on its website at www.ustinc.com. Such documents are not currently available.

Contacts:

Clifford B. Fleet

Altria Client Services, Investor Relations

804-484-8222

Daniel R. Murphy

Altria Client Services, Investor Relations

804-484-8222

Brendan J. McCormick

Altria Client Services, Media Affairs

804-484-8897

Mark A. Rozelle

UST, Investor Relations

203-817-3520

Thomas J. Fitzgerald

UST, Media Relations

203-817-3549

Source: Altria Group, Inc.; UST Inc.