RAI Reynolds American (delisted)

R.J. Reynolds Tobacco Holdings, Inc. Commences Private Debt Offering WINSTON-SALEM, N.C., June 21 /PRNewswire-FirstCall/ -- Reynolds American Inc. (NYSE:RAI), announced today that its direct wholly owned subsidiary, R.J. Reynolds Tobacco Holdings, Inc. ("RJR"), is commencing an offering of secured notes due 2010 and 2015 in an aggregate principal amount of $500 million (collectively, the "Notes"). (Logo: http://www.newscom.com/cgi-bin/prnh/20040720/CLTU061LOGO ) Payment of the Notes will be jointly, severally and unconditionally guaranteed by RAI and by certain direct and indirect subsidiaries of RJR. The Notes and related guarantees will be secured by the stock of RJR and certain subsidiaries of RJR, indebtedness of RJR and certain subsidiaries of RJR (if owed to RJR or a guarantor) and principal property (as defined in the indenture governing the Notes) of RJR or the guarantors (other than RAI). The security for the Notes and guarantees may be released under certain circumstances as described in the indenture. RJR intends to use the proceeds from the private offering of Notes to purchase its 7-3/4% notes due May 2006 prior to maturity in a cash tender offer commenced today. This announcement is not an offer to purchase, a solicitation of an offer to purchase, or an offer to sell any securities of RJR. The Notes will not be registered under the Securities Act of 1933, as amended (the "Securities Act"), or applicable state securities laws, and may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements of the Securities Act and applicable states laws. The offering of Notes will be made through initial purchasers within the United States only to qualified institutional buyers under Rule 144A under the Securities Act and outside the United States only to non-U.S. investors under Regulation S of the Securities Act. Cautionary Information Regarding Forward-Looking Statements Statements included in this news release that are not historical in nature are forward-looking statements made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. These statements regarding RAI's future performance and financial results inherently are subject to a variety of risks and uncertainties, described in the forward- looking statements. These risks and uncertainties include: the substantial and increasing regulation and taxation of the cigarette industry; various legal actions, proceedings and claims relating to the sale, distribution, manufacture, development, advertising, marketing and claimed health effects of cigarettes that are pending or may be instituted against RAI or its subsidiaries; the substantial payment obligations and limitations on the advertising and marketing of cigarettes under various litigation settlement agreements; the continuing decline in volume in the domestic cigarette industry; competition from other cigarette manufacturers, including increased promotional activities and the growth of deep-discount brands; the success or failure of new product innovations and acquisitions; the responsiveness of both the trade and consumers to new products and marketing and promotional programs; the ability to realize the benefits and synergies arising from the combination of RJR Tobacco and the U.S. cigarette and tobacco business of B&W; any potential costs or savings associated with realigning the cost structure of RAI and its subsidiaries; the ability to achieve efficiencies in manufacturing and distribution operations without negatively affecting sales; the cost of tobacco leaf and other raw materials and other commodities used in products; the effect of market conditions on the performance of pension assets, foreign currency exchange rate risk, interest rate risk and the return on corporate cash; the rating of RJR's securities; any adverse impacts from the transition of the packaging operations formerly conducted by RJR Packaging, LLC, an indirect wholly owned subsidiary of RJR, to the buyers of RJR Packaging, LLC's businesses; and the potential existence of significant deficiencies or material weaknesses in internal controls over financial reporting that may be identified during the performance of testing required under Section 404 of the Sarbanes-Oxley Act of 2002. Due to these uncertainties and risks, you are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date of this news release. Except as provided by federal securities laws, RAI is not required to publicly update or revise any forward-looking statement, whether as a result of new information, future events or otherwise. Reynolds American Inc. is the parent company of R.J. Reynolds Tobacco Company, Santa Fe Natural Tobacco Company, Inc., Lane Limited and R.J. Reynolds Global Products, Inc. R.J. Reynolds Tobacco Company, the second- largest U.S. tobacco company, manufactures about one of every three cigarettes sold in the United States, including five of the nation's 10 best-selling brands: Camel, Winston, Kool, Salem and Doral. Santa Fe Natural Tobacco Company, Inc. manufactures Natural American Spirit cigarettes and other tobacco products, and markets them both nationally and internationally. Lane Limited manufactures several roll-your-own, pipe tobacco and little cigar brands, and distributes Dunhill tobacco products. R.J. Reynolds Global Products, Inc. manufactures, sells and distributes American-blend cigarettes and other tobacco products to a variety of customers worldwide. Copies of RAI's news releases, annual reports, SEC filings and other financial materials are available on the company's Web site, http://www.reynoldsamerican.com/ . Photo: http://www.newscom.com/cgi-bin/prnh/20040720/CLTU061LOGO AP Archive: http://photoarchive.ap.org PRN Photo Desk, photodesk@prnewswire.com DATASOURCE: Reynolds American Inc. CONTACT: Investor Relations, Ken Whitehurst of Reynolds American Inc., +1-336-741-0951; or Media, Seth Moskowitz for Reynolds American Inc., +1-336-741-7698 Web site: http://www.rjrt.com/ http://www.reynoldsamerican.com/

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