As filed with the Securities and
Exchange Commission on May 27, 2010
Registration
No. 333-
UNITED STATES SECURITIES AND
EXCHANGE COMMISSION
Washington, D.C.
20549
Form S-3
REGISTRATION
STATEMENT
UNDER
THE SECURITIES ACT OF
1933
REYNOLDS AMERICAN
INC.
(Exact Name of Registrant as
Specified in its Charter)
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North Carolina
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20-0546644
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(State or Other Jurisdiction
of
Incorporation or Organization)
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(I.R.S. Employer
Identification Number)
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401 North Main Street
Winston-Salem, NC
27101
(336) 741-2000
(Address, Including Zip Code,
and Telephone Number, Including Area Code, of Registrants
Principal Executive Offices)
SEE TABLE OF ADDITIONAL
REGISTRANTS
McDara P.
Folan, III, Esq.
Senior Vice President, Deputy
General Counsel and Secretary
Reynolds American Inc.
401 North Main Street
Winston-Salem, NC
27101
(336) 741-2000
(Name, Address, Including Zip
Code, and Telephone Number, Including Area Code, of Agent for
Service)
Copy to:
David M.
Eaton, Esq.
Kilpatrick Stockton
LLP
Suite 2800, 1100 Peachtree
Street
Atlanta, GA,
30309-4528
(404) 815-6500
Approximate date of commencement of proposed sale to the
public:
From time to time after the effective
date of this Registration Statement.
If the only securities being registered on this form are being
offered pursuant to dividend or interest reinvestment plans,
please check the following
box.
o
If any of the securities being registered on this form are to be
offered on a delayed or continuous basis pursuant to
Rule 415 under the Securities Act of 1933, other than
securities offered only in connection with dividend or interest
reinvestment plans, check the following
box.
þ
If this Form is filed to register additional securities for an
offering pursuant to Rule 462(b) under the Securities Act,
please check the following box and list the Securities Act
registration statement number of the earlier effective
registration statement for the same
offering.
o
If this Form is a post-effective amendment filed pursuant to
Rule 462(c) under the Securities Act, check the following
box and list the Securities Act registration statement number of
the earlier effective registration statement for the same
offering.
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If this Form is a registration statement pursuant to General
Instruction I.D. or a post-effective amendment thereto that
shall become effective upon filing with the Commission pursuant
to Rule 462(e) under the Securities Act, check the
following
box.
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If this Form is a post-effective amendment to a registration
statement filed pursuant to General Instruction I.D. filed to
register additional securities or additional classes of
securities pursuant to Rule 413(b) under the Securities
Act, check the following
box.
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Large accelerated
filer
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Accelerated
filer
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Non-accelerated
filer
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Smaller reporting
company
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(Do not check if a smaller
reporting company)
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CALCULATION OF REGISTRATION
FEE
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Amount to be Registered/
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Title of Each Class of
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Proposed Maximum Offering Price Per Unit/
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Amount of
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Securities to be Registered
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Proposed Maximum Aggregate Offering Price
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Registration Fee
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Debt Securities
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(1)
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(1)
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Guarantees of Debt Securities
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(2)
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(2)
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(1)
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An indeterminate aggregate offering
price of securities is being registered as may be offered and
sold from time to time at indeterminate prices. In accordance
with Rules 456(b) and 457(r) under the Securities Act of
1933, payment of the registration fee payable in connection with
this registration statement is being deferred.
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(2)
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The obligations of Reynolds
American Inc. under its debt securities may be fully and
unconditionally guaranteed by subsidiaries of Reynolds American
Inc. that are listed on the following page under the caption
Table of Additional Registrants. Pursuant to
Rule 457(n) under the Securities Act, no separate
registration fee is required in connection with such guarantees.
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TABLE OF
ADDITIONAL REGISTRANTS
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Address, Including Zip
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Code, and Telephone
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State or Other
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Primary Standard
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Number, Including Area
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Jurisdiction of
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Industrial
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I.R.S. Employer
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Code, of Registrants
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Exact Name of Additional Registrant
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Incorporation or
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Classification Code
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Identification
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Principal Executive
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as Specified in its Charter
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Organization
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Number
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Number
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Offices
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American Snuff Company, LLC
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Delaware
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2111
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62-1691028
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813 Ridge Lake Boulevard
Memphis, TN 38120
(901) 761-2050
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Conwood Holdings, Inc.
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Delaware
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2111
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20-4771396
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401 North Main Street
Winston-Salem, NC 27101
(336) 741-2000
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Lane, Limited
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New York
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2111
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13-2855575
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2280 Mountain
Industrial Blvd.
Tucker, GA 30084
(770) 934-8540
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Reynolds Finance Company
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Delaware
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2111
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51-0380116
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1007 North Orange Street
Suite 1402
Wilmington, DE 19801
(302) 425-3550
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Reynolds Innovations Inc.
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North Carolina
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2111
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56-1972826
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401 North Main Street
Winston-Salem, NC 27101
(336) 741-5700
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R. J. Reynolds Global Products, Inc.
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Delaware
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2111
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04-3625474
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401 North Main Street
Winston-Salem, NC 27101
(336) 741-5000
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R. J. Reynolds Tobacco Co.
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Delaware
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2111
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66-0285918
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401 North Main Street
Winston-Salem, NC 27101
(336) 741-5000
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R. J. Reynolds Tobacco Company
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North Carolina
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2111
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73-1695305
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401 North Main Street
Winston-Salem, NC 27101
(336) 741-5000
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R.J. Reynolds Tobacco Holdings, Inc.
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Delaware
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2111
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56-0950247
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401 North Main Street
Winston-Salem, NC 27101
(336) 741-5500
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RAI Services Company
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North Carolina
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2111
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38-3792301
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401 North Main Street
Winston Salem, NC 27101
(336) 741-4500
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Rosswil LLC
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Delaware
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2111
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36-4348321
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813 Ridge Lake Boulevard
Memphis, TN 38120
(901) 761-2050
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Santa Fe Natural Tobacco Company,
Inc.
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New Mexico
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2111
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85-0394268
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1 Plaza La Prensa
Santa Fe, NM 87507
(505) 982-4257
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PROSPECTUS
DEBT SECURITIES
Reynolds American Inc., referred to as RAI, may offer and sell
its debt securities from time to time in one or more offerings
pursuant to this prospectus. The debt securities may consist of
debentures, notes or other evidences of indebtedness. The
obligations of RAI under its debt securities will be guaranteed
by certain of RAIs direct and indirect subsidiaries,
unless provided otherwise in the applicable prospectus
supplement. This prospectus contains a summary description of
these securities and the manner in which they may be offered.
Each time that the securities are offered for sale using this
prospectus, a supplement to this prospectus will be provided
that contains the specific terms of the offered securities and
the offering. RAIs debt securities and any related
guarantees may be secured as and to the extent described in the
applicable prospectus supplement. The prospectus supplements may
also add, update or change information contained in this
prospectus. You should carefully read this prospectus and any
accompanying prospectus supplement before you invest in any of
RAIs securities.
RAI may offer and sell its debt securities to or through agents,
dealers or underwriters from time to time, or through a
combination of these methods. If any underwriters are involved
in the sale of any securities, the relevant prospectus
supplement will set forth the names of the underwriters and any
applicable commissions or discounts. RAI may also sell
securities directly to investors.
Investing in these securities involves certain
risks. See Risk Factors in our other
filings with the Securities Exchange Commission and in the
applicable prospectus supplement for a discussion of the factors
you should carefully consider before deciding to purchase our
securities.
Neither the Securities and Exchange Commission nor any state
securities commission has approved or disapproved of these
securities or determined if this prospectus is truthful or
complete. Any representation to the contrary is a criminal
offense.
The date of this prospectus is May 27, 2010
TABLE OF
CONTENTS
You should rely only on the information contained or
incorporated by reference in this prospectus, any prospectus
supplement or free writing prospectus. We have not authorized
any dealer, salesperson or other person to provide you with
additional or different information. You should not assume that
the information contained or incorporated by reference in this
prospectus or any prospectus supplement or free writing
prospectus is accurate as of any date other than their
respective dates. Neither the delivery of this prospectus nor
any sales made hereunder shall under any circumstances create an
implication that there has been no change in the affairs of RAI
or its subsidiaries since then.
This prospectus does not constitute an offer to sell or a
solicitation of an offer to buy any securities other than the
securities to which it relates, nor does it constitute an offer
to sell or the solicitation of an offer to buy such securities,
in any jurisdiction in which such offer or solicitation is not
authorized, or in which the person making such offer or
solicitation is not qualified to do so, or to any person to whom
it is unlawful to make such an offer or solicitation.
Unless indicated otherwise, references in this prospectus to
RAI, we, us, and
our refer to RAI and not to any of its existing or
future subsidiaries.
REYNOLDS
AMERICAN INC.
Reynolds American Inc., referred to as RAI, is a holding company
whose operating subsidiaries include the second largest tobacco
company in the United States, R. J. Reynolds Tobacco Company,
referred to as RJR Tobacco, and the second largest smokeless
tobacco products manufacturer in the United States, American
Snuff Company, LLC, referred to as American Snuff Co., and which
prior to January 1, 2010, was known as Conwood Company,
LLC. RAIs reportable operating segments are RJR Tobacco
and American Snuff. The RJR Tobacco segment consists of the
primary operations of R. J. Reynolds Tobacco Company. The
American Snuff segment consists of the primary operations of
American Snuff Co. and Lane, Limited, referred to as Lane.
RAIs other wholly owned subsidiaries include Santa Fe
Natural Tobacco Company, Inc., referred to as Santa Fe, and
Niconovum AB.
RJR Tobaccos largest selling cigarette brands, CAMEL, PALL
MALL, WINSTON, DORAL and KOOL, were five of the ten best-selling
brands of cigarettes in the United States as of March 31,
2010. Those brands, and its other brands, including SALEM, MISTY
and CAPRI, are manufactured in a variety of styles and marketed
in the United States. RJR Tobacco also manages contract
manufacturing of cigarettes and other tobacco products through
arrangements with affiliates of British American Tobacco p.l.c.,
referred to as BAT, and manages the export of tobacco products
to certain U.S. territories, U.S. duty-free shops and
U.S. overseas military bases.
American Snuffs primary brands include its largest selling
moist snuff brands, GRIZZLY and KODIAK. American Snuffs
other products include CAMEL Dip premium moist snuff, WINCHESTER
and CAPTAIN BLACK little cigars and BUGLER roll-your-own tobacco.
Santa Fe manufactures and markets cigarettes and other
tobacco products under the NATURAL AMERICAN SPIRIT brand and
manages RJR Tobaccos super premium cigarette brands,
DUNHILL and STATE EXPRESS 555, which are licensed from BAT.
RAI is a North Carolina corporation. RAIs principal
executive offices are located at 401 North Main Street,
Winston-Salem, North Carolina 27101 and its telephone number is
(336) 741-2000.
RAIs web site is located at
http://www.reynoldsamerican.com.
The information posted or linked on this web site is not
part of this prospectus, and you should rely solely on the
information contained in this prospectus and the related
documents to which we refer herein when deciding whether to
invest in any of our debt securities.
ABOUT
THIS PROSPECTUS
This prospectus is part of a registration statement on
Form S-3
that RAI filed with the Securities and Exchange Commission,
referred to as the SEC, using a shelf registration
process. Under this shelf process, RAI may offer its debt
securities and any related guarantees for sale in one or more
offerings from time to time. This prospectus provides you with a
general description of the securities that may be offered
pursuant to this prospectus. Each time securities are offered
for sale, a prospectus supplement will be provided that will
contain specific information about the securities offered and
the terms of that offering. The prospectus supplement may also
add, update or change information contained in this prospectus
and, accordingly, to the extent inconsistent, information in
this prospectus is superseded by the information in the
prospectus supplement. Before making an investment decision, you
should read carefully the entire prospectus, as well as the
documents incorporated by reference in the prospectus and the
applicable prospectus supplement.
FORWARD-LOOKING
STATEMENTS
This prospectus and any prospectus supplement, together with the
documents incorporated by reference herein or therein, contain
or incorporate by reference forward-looking statements within
the meaning of the Private Securities Litigation Reform Act of
1995. Such statements relate to future events or the future
financial performance of RAI and its subsidiaries.
Forward-looking information includes statements relating to
future actions, prospective products, future performance or
results of current or anticipated products, sales and marketing
efforts, costs and expenses, interest rates, outcome of
contingencies, financial condition, results of
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operations, liquidity, business strategies, cost savings,
objectives of management and other matters. You can find many of
these statements by looking for words like believes,
expects, anticipates,
estimates, may, should,
could, plan, intend or
similar expressions in this prospectus, any prospectus
supplement or in documents incorporated by reference in this
prospectus or any prospectus supplement.
These forward-looking statements involve risks and
uncertainties. Actual results may differ materially from those
contemplated by these forward-looking statements. You should
understand that various factors, in addition to those discussed
elsewhere in this prospectus or a prospectus supplement and in
the documents referred to and incorporated by reference in this
prospectus or a prospectus supplement, could affect the future
results of RAI and its subsidiaries and could cause results to
differ materially from those expressed in these forward-looking
statements, including:
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the Risk Factors included in RAIs most recent
annual report on
Form 10-K,
any updates to the risk factors in any periodic or other report
RAI files subsequently to such annual report and any risk
factors included in an applicable prospectus supplement;
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the substantial and increasing taxation and regulation of
tobacco products, including the 2009 federal excise tax
increases, and the regulation of tobacco products by the Food
and Drug Administration, referred to as the FDA;
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the possibility that the FDA will issue a regulation prohibiting
menthol as a flavor in cigarettes or that the FDA will extend
the ban on characterizing flavors to smokeless tobacco products;
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various legal actions, proceedings and claims relating to the
sale, distribution, manufacture, development, advertising,
marketing and claimed health effects of tobacco products that
are pending or may be instituted against RAI or its subsidiaries;
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the potential difficulty of obtaining bonds as a result of
litigation outcomes;
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the substantial payment obligations with respect to cigarette
sales, and the substantial limitations on the advertising and
marketing of cigarettes (and RJR Tobaccos smokeless
tobacco products) under the Master Settlement Agreement and
other state settlement agreements with the states of
Mississippi, Florida, Texas and Minnesota;
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the continuing decline in volume in the domestic cigarette
industry and RAIs dependence on the U.S. cigarette
industry;
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concentration of a material amount of sales with a single
customer or distributor;
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competition from other manufacturers, including industry
consolidations or any new entrants in the marketplace;
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increased promotional activities by competitors, including
deep-discount cigarette brands;
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the success or failure of new product innovations and
acquisitions;
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the responsiveness of both the trade and consumers to new
products, marketing strategies and promotional programs;
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the ability to achieve efficiencies in the businesses of
RAIs operating companies, including outsourcing functions
and planned integration of field trade-marketing organizations,
without negatively affecting financial or operating results;
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the reliance on a limited number of suppliers for certain raw
materials;
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the cost of tobacco leaf and other raw materials and other
commodities used in products;
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the effect of market conditions on foreign currency exchange
rate risk, interest rate risk and the return on corporate cash;
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changes in the financial position or strength of lenders
participating in RAIs credit facility;
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the impairment of goodwill and other intangible assets,
including trademarks;
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the effect of market conditions on the performance of pension
assets or any adverse effects of any new legislation or
regulations changing pension expense accounting or required
pension funding levels;
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the substantial amount of RAI debt;
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the credit rating of RAI and its securities;
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any restrictive covenants imposed under RAIs debt
agreements;
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the possibility of fire, violent weather and other disasters
that may adversely affect manufacturing and other facilities;
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the significant ownership interest of Brown &
Williamson Holdings, Inc., referred to as B&W, RAIs
largest shareholder, in RAI and the rights of B&W under the
governance agreement between the companies;
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the expiration of the standstill provisions of the governance
agreement; and
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the potential existence of material weaknesses in internal
control over financial reporting that may be identified during
the performance of testing required under Section 404 of
the Sarbanes-Oxley Act of 2002.
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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 prospectus. 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.
All subsequent written or oral forward-looking statements
attributable to RAI or any person acting on its behalf are
expressly qualified in their entirety by the cautionary
statements contained or referred to in this section. RAI does
not undertake any obligation to release publicly any revisions
to these forward-looking statements to reflect events or
circumstances after the date of this document or to reflect the
occurrence of unanticipated events, except as may be required
under applicable U.S. securities law.
INDUSTRY
DATA
When we make statements in this prospectus or in information
incorporated herein about the position of our operating
subsidiaries in their respective industries or about their
market share, we are making statements of our belief. This
belief is based on data from Management Science Associates,
Inc., referred to as MSAi, and Information Resources, Inc.,
referred to as IRI/Capstone, on estimates and assumptions that
we have made based on that data and on our knowledge of the
markets for the products of our operating subsidiaries. Although
we believe our third party sources are reliable, we have not
independently verified market and industry data provided by
third parties. Accordingly, we cannot assure you that any of
these assumptions are accurate or that our assumptions correctly
reflect the position of our operating subsidiaries in their
industries.
You should not rely on the U.S. cigarette retail market share
data reported by IRI/Capstone as being precise measurements of
actual market share because IRI/Capstone uses a sample and
projection methodology that is not able to effectively track all
volume. Moreover, you should be aware that in a product market
experiencing overall declining consumption, a particular product
can experience increasing market share relative to competing
products, yet still be subject to declining consumption volumes.
Accordingly, the retail share of the U.S. cigarette market of
RJR Tobacco and its brands as reported by IRI/Capstone may
overstate their actual market share.
American Snuffs share of the U.S. moist snuff category is
based on distributor-reported data processed by MSAi. You should
not rely on the market share data reported by distributors and
processed by MSAi as being a precise measurement of actual U.S.
moist snuff market share because the distributor data set is not
able to effectively track all volume.
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USE OF
PROCEEDS
Unless otherwise specified in a prospectus supplement, the net
proceeds we receive from the sale of securities described in
this prospectus and prospectus supplements will be used for
general corporate purposes. General corporate purposes may
include the repayment and refinancing of outstanding debt,
investments in or extensions of credit to our subsidiaries,
additions to working capital, capital expenditures or the
financing of possible acquisitions or business expansion. The
net proceeds may be invested temporarily until they are used for
their stated purpose.
RATIO OF
EARNINGS TO FIXED CHARGES
The following table sets forth the ratio of earnings to fixed
charges of RAI for the periods indicated. Earnings consist of
income from continuing operations before earnings from equity
investments, income taxes and fixed charges. Fixed charges
consist of interest on indebtedness, amortization of debt
issuance costs and the interest portion of rental expense.
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Three Months Ended
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Year Ended December 31,
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March 31,
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2005
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2006
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2007
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2008
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2009
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2009
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2010
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Ratio of earnings to fixed charges(1)
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12.2x
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7.4x
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7.0x
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8.5x
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6.9x
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1.3x
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9.3x
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(1)
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RAI classifies interest expense recognized on uncertain tax
positions as income tax expense under the provisions of the
Financial Accounting Standards Boards Accounting Standards
Codification Topic 740, Income Taxes. Accordingly,
this amount is excluded from the interest expense portion of
fixed charges in the ratio of earnings to fixed charges.
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DESCRIPTION
OF THE DEBT SECURITIES
This section describes certain general terms and provisions of
the debt securities that we may offer for sale from time to
time. Each time that securities are offered for sale, specific
information about the debt securities offered will be set forth
in a supplement to this prospectus, as well as the extent to
which the general terms and provisions contained herein apply to
that particular series of securities offered. Accordingly, for a
description of the terms of a particular issue of debt
securities, reference must be made to both the applicable
prospectus supplement and to the following description.
The debt securities offered and sold hereunder will be issued
under an indenture, referred to as the 2006 indenture, dated as
of May 31, 2006, among RAI, as issuer, American Snuff Co.,
Conwood Holdings, Inc., Lane, Reynolds Finance Company (formerly
known as FHS, Inc.), Reynolds Innovations Inc. (formerly known
as GMB, Inc.), R. J. Reynolds Tobacco Co., RJR Tobacco, Rosswil
LLC, and Santa Fe, as guarantors, and The Bank of New York
Mellon Trust Company, N.A., formerly known as The Bank of
New York Trust Company, N.A., as trustee, as amended by a
first supplemental indenture dated as of September 30,
2006, pursuant to which R.J. Reynolds Tobacco Holdings, Inc.,
referred to as RJR, and R. J. Reynolds Global Products, Inc.
became parties to such indenture as guarantors, and as further
amended by a second supplemental indenture dated as of
February 6, 2009, pursuant to which RAI Services Company
became a party to such indenture as a guarantor. The foregoing
guarantors are all direct or indirect subsidiaries of RAI.
The obligations of RAI under debt securities that it offers for
sale from time to time will be guaranteed by certain of
RAIs subsidiaries, unless provided otherwise in the
applicable prospectus supplement. RAIs debt securities and
any related guarantees may be secured as and to the extent
described in the applicable prospectus supplement. Where
applicable, the prospectus supplement also will describe any
material United States federal income tax considerations
relating to the securities offering.
RAI has summarized certain terms and provisions of the 2006
indenture, which includes the guarantees, below. The summary is
not complete. The 2006 indenture has been incorporated by
reference as an exhibit to the registration statement for these
securities that RAI has filed with the SEC. See Where You
Can Find More Information for information on how to obtain
a copy of the 2006 indenture. The 2006 indenture is subject to
and governed by the Trust Indenture Act of 1939, as amended.
4
Certain capitalized terms used in this section are defined below
under Certain Definitions.
General
The 2006 indenture does not limit the aggregate principal amount
of debt securities that may be issued thereunder and provides
that debt securities may be issued thereunder from time to time
in one or more series, established in or pursuant to a board
resolution or in one or more supplemental indentures. RAI may
specify a maximum aggregate amount for the debt securities of
any series. Unless otherwise provided in a prospectus
supplement, a series of debt securities may be reopened for
issuance of additional debt securities of such series. All
securities of any one series shall be substantially identical
except as to denomination and except as may otherwise be
provided in or pursuant to any board resolution or supplemental
indenture. All debt securities issued under the 2006 indenture
will rank equally with each other and will be treated as a
single class for certain purposes under the 2006 indenture,
including with respect to amendments of the 2006 indenture and
defaults affecting all series of notes issued under the 2006
indenture.
The debt securities may consist of debentures, notes or other
evidences of indebtedness. The prospectus supplement will
describe the specific terms of any debt securities being
offered, including some or all of the following:
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the title of the debt securities;
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the ranking of the specific series of debt securities and any
related guarantees relative to other outstanding indebtedness,
including that of our subsidiaries;
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the price at which the debt securities will be issued;
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any limit upon the aggregate principal amount of the debt
securities of any series;
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the date or dates on which the principal is payable and the
record dates for such interest payment dates;
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the rate or rates at which the debt securities shall bear
interest, if any, or the method by which such rate shall be
determined;
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the date or dates from which interest shall accrue;
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the date or dates on which interest shall be payable;
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the place or places where the principal and any interest shall
be payable;
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the price or prices at which, the period or periods within which
and the terms and conditions upon which debt securities may be
redeemed in whole or in part at the option of RAI;
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the obligation of RAI, if any, to redeem, purchase or repay debt
securities pursuant to any sinking fund or otherwise;
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if other than denominations of $2,000 and any multiple thereof,
the denominations in which the debt securities of the series
shall be issuable;
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the period or periods within which, and the terms and conditions
upon which, the debt securities shall be redeemed, purchased or
repaid, in whole or in part at our option or at the option of
the holder;
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if other than the principal amount thereof, the portion of the
principal amount at which the debt securities will be issued and
the portion of such principal amount which shall be payable upon
declaration of acceleration of the maturity thereof or provable
in bankruptcy;
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whether the debt securities are issuable in global form or as
uncertificated securities;
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any deletion from, modification of or addition to the events of
default or covenants;
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any provisions granting special rights to holders when a
specified event occurs;
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any trustees, authenticating or paying agents, transfer agents
or registrars or any other agents with respect to the debt
securities; and
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any other terms of the series (which terms shall not be
inconsistent with the provisions of the 2006 indenture).
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The applicable prospectus supplement will also describe any
collateral securing obligations under the debt securities and
guarantees thereof, if any.
The 2006 indenture does not limit the ability of RAI or any of
its subsidiaries, other than RJR in certain circumstances, to
incur additional indebtedness. The 2006 indenture does not
contain any cross-default or cross-acceleration provisions.
There is no requirement that future issues of debt securities
offered pursuant to the registration statement of which this
prospectus forms a part be issued under the 2006 indenture, and
we are free to employ other indentures or documentation,
containing provisions different from those included in the
indenture or applicable to one or more issues of debt securities
issued under the indenture, in connection with future issues of
such other debt securities.
The
Guarantees
The subsidiaries of RAI that are parties to the 2006 indenture
as guarantors, as described above, as well as any additional
subsidiaries of RAI that guarantee RAIs $498 million
syndicated revolving credit facility maturing June 2012, or any
replacement or refinancing thereof, referred to as the credit
facility, unless provided otherwise in the applicable prospectus
supplement, will fully, unconditionally and irrevocably
guarantee, on a joint and several basis, the full and punctual
payment of the principal of, premium, if any, and interest on
debt securities issued under the 2006 indenture. All such
subsidiaries of RAI are collectively referred to as the
guarantors.
The 2006 indenture provides that the obligations of each
guarantor are limited to the maximum amount that, after giving
effect to all other contingent and fixed liabilities of such
guarantor (including, without limitation, any guarantees under
RAIs credit facility) and after giving effect to any
collections from or payments made by or on behalf of any other
guarantor in respect of the obligations of such other guarantor
under its guarantee or pursuant to its contribution obligations
under the 2006 indenture, would cause the obligations of such
guarantor under its guarantee not to constitute a fraudulent
conveyance or fraudulent transfer under federal or state law.
If a guarantor of the debt securities ceases to be a guarantor
under RAIs credit facility, for any reason, such guarantor
will be deemed released from all of its obligations under the
2006 indenture, and its guarantee of any debt securities issued
thereunder will terminate. In addition, if at a time that the
debt securities and related guarantees, if any, issued under the
2006 indenture are secured, and the assets pledged as collateral
are no longer pledged as collateral for the obligations of RAI
and any guarantors under RAIs credit facility (or any
other indebtedness), generally these assets automatically will
be released as collateral for the debt securities and any
related guarantees. Unless otherwise provided in the applicable
prospectus supplement, all of the entities that guarantee
RAIs obligations under its credit facility will guarantee
the obligations of RAI under the debt securities.
Covenants
Unless provided otherwise in the applicable prospectus
supplement, the following covenants apply to the debt securities.
Restrictions
on Liens
The 2006 indenture provides that RAI will not, and will not
permit any Restricted Subsidiary, as defined below, to:
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mortgage or pledge as security for any indebtedness any
Principal Property, as defined below, of RAI or a Restricted
Subsidiary, whether such Principal Property is owned at the date
of the 2006 indenture
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or thereafter acquired, unless RAI secures or causes such
Restricted Subsidiary to secure the debt securities equally and
ratably with all indebtedness secured by such mortgage or
pledge, so long as such indebtedness shall be so secured;
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mortgage or pledge as security for any indebtedness any shares
of stock, indebtedness or other obligations of RJR Tobacco,
unless RAI pledges or secures or causes such Restricted
Subsidiary to pledge or secure (1) such shares of stock,
indebtedness or other obligations of RJR Tobacco to RAI equally
and ratably with all indebtedness secured by such mortgage or
pledge, so long as such indebtedness shall be so secured, and
assign RAIs security interest in such assets to the
collateral agent to secure the debt securities equally and
ratably with all indebtedness secured by such mortgage or
pledge, so long as such indebtedness shall be so secured, or
(2) the debt securities equally and ratably with all
indebtedness secured with such mortgage or pledge, so long as
such indebtedness shall be so secured; or
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mortgage or pledge as security for any public bonds or notes any
shares of stock, indebtedness or other obligations of a
subsidiary (other than that of RJR Tobacco) held by or owed to
any of RAI or such Restricted Subsidiary, whether such shares of
stock, indebtedness or other obligations are owned at the date
of the 2006 indenture or thereafter acquired, unless RAI secures
or causes such Restricted Subsidiary to secure the debt
securities equally and ratably with all such public bonds or
notes secured by such mortgage or pledge, so long as such public
bonds or notes shall be so secured.
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These covenants regarding liens do not apply in the case of:
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the creation of any mortgage, pledge or other lien on any shares
of stock, indebtedness or other obligations of a subsidiary or
any Principal Property acquired after the date of the 2006
indenture (including acquisitions by way of merger or
consolidation) by RAI or a Restricted Subsidiary
contemporaneously with such acquisition, or within 120 days
thereafter, to secure or provide for the payment or financing of
any part of the purchase price thereof, or the assumption of any
mortgage, pledge or other lien upon any shares of stock,
indebtedness or other obligations of a subsidiary or any
Principal Property acquired after the date of the 2006 indenture
existing at the time of such acquisition, or the acquisition of
any shares of stock, indebtedness or other obligations of a
subsidiary or any Principal Property subject to any mortgage,
pledge or other lien without the assumption thereof; provided,
that every such mortgage, pledge or lien referred to in this
clause shall attach only to the shares of stock, indebtedness or
other obligations of a subsidiary or any Principal Property so
acquired and fixed improvements thereon;
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any mortgage, pledge or other lien on any shares of stock,
indebtedness or other obligations of a subsidiary or any
Principal Property existing at the date of the 2006 indenture;
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any mortgage, pledge or other lien on any shares of stock,
indebtedness or other obligations of a subsidiary or any
Principal Property in favor of RAI or any Restricted Subsidiary;
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any mortgage, pledge or other lien on Principal Property being
constructed or improved securing loans to finance such
construction or improvements;
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any mortgage, pledge or other lien on shares of stock,
indebtedness or other obligations of a subsidiary or any
Principal Property incurred in connection with the issuance of
tax exempt governmental obligations; and
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any renewal of or substitution for any mortgage, pledge or other
lien permitted by any of the preceding clauses; provided, that
in the case of a mortgage, pledge or other lien permitted under
the second, third or fifth clauses above, the debt secured is
not increased nor the lien extended to any additional assets.
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Notwithstanding the foregoing, RAI or any Restricted Subsidiary
may create or assume liens in addition to the permitted liens
described above, and renew, extend or replace such liens,
provided that at the time of such creation, assumption, renewal,
extension or replacement, and after giving effect thereto,
Exempted Debt, as defined below, does not exceed 10% of
Consolidated Net Worth, as defined below.
7
Restrictions
on Sale and Lease-Back Transactions
The 2006 indenture provides that RAI will not, and will not
permit any Restricted Subsidiary to, sell or transfer, directly
or indirectly, except to RAI or a Restricted Subsidiary, any
Principal Property as an entirety, or any substantial portion
thereof, with the intention of taking back a lease of such
property, except a lease for a period of three years or less at
the end of which it is intended that the use of such property by
the lessee will be discontinued; provided, that RAI or any
Restricted Subsidiary may sell any such Principal Property and
lease it back for a longer period if:
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RAI or such Restricted Subsidiary would be entitled, pursuant to
the provisions of the 2006 indenture described above under
Restrictions on Liens, to create a
mortgage on the property to be leased securing Funded Debt, as
defined below, in an amount equal to the Attributable Debt, as
defined below, with respect to such sale and lease-back
transaction without equally and ratably securing the outstanding
debt securities issued under the 2006 indenture; or
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RAI promptly informs the trustee of such transaction, the net
proceeds of such transaction are at least equal to the fair
value (as determined by resolution of the board of directors of
RAI) of such property and RAI causes an amount equal to the net
proceeds of the sale to be applied to the retirement, within
120 days after receipt of such proceeds, of Funded Debt
incurred or assumed by RAI or a Restricted Subsidiary (including
the debt securities);
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provided, further, that in lieu of applying all of or any part
of such net proceeds to such retirement, RAI may, within
75 days after such sale, deliver or cause to be delivered
to the applicable trustee for cancellation either debentures or
notes evidencing Funded Debt of RAI (which may include
outstanding debt securities) or of a Restricted Subsidiary
previously authenticated and delivered by the applicable
trustee, and not theretofore tendered for sinking fund purposes
or called for a sinking fund or otherwise applied as a credit
against an obligation to redeem or retire such notes or
debentures. If RAI so delivers debentures or notes to the
applicable trustee with an officers certificate, the
amount of cash which RAI will be required to apply to the
retirement of Funded Debt will be reduced by an amount equal to
the aggregate of the then applicable optional redemption prices
(not including any optional sinking fund redemption prices) of
such debentures or notes, or if there are no such redemption
prices, the principal amount of such debentures or notes;
provided, that in the case of debentures or notes which provide
for an amount less than the principal amount thereof to be due
and payable upon a declaration of the maturity thereof, such
amount of cash shall be reduced by the amount of principal of
such debentures or notes that would be due and payable as of the
date of such application upon a declaration of acceleration of
the maturity thereof pursuant to the terms of the indenture
pursuant to which such debentures or notes were issued.
Notwithstanding the foregoing, RAI or any Restricted Subsidiary
may enter into sale and lease-back transactions in addition to
those permitted in the foregoing paragraph and without any
obligation to retire any outstanding debt securities or other
Funded Debt, provided that at the time of entering into such
sale and lease-back transactions and after giving effect
thereto, Exempted Debt does not exceed 10% of Consolidated Net
Worth.
Restrictions
on Mergers and Sales of Assets
Nothing contained in the 2006 indenture will prevent any
consolidation or merger of RAI into any other corporation or
corporations (whether or not affiliated with RAI), or successive
consolidations or mergers to which RAI or its successor will be
a party, or will prevent any sale, lease or conveyance of the
property of RAI, as an entirety or substantially as an entirety,
provided that upon any such consolidation, merger, sale, lease
or conveyance to which RAI is a party and in which RAI is not
the surviving corporation, the due and punctual performance and
observance of all of the covenants and conditions of the 2006
indenture to be performed or observed by RAI and the due and
punctual payment of the principal of and interest on all of the
debt securities and the guarantees, according to their tenor,
shall be expressly assumed by supplemental indenture
satisfactory in form to the trustee, executed and delivered to
the trustee, by the corporation formed by such consolidation, or
into which RAI shall have been merged, or which shall have
acquired such property.
8
Unless otherwise provided in a prospectus supplement, holders of
debt securities are not afforded any protection in the event of
a decline in RAIs credit quality resulting from a change
of control transaction, a highly leveraged transaction or other
similar transactions involving RAI or any of the Restricted
Subsidiaries.
Restrictions
on Incurrence of Indebtedness by RJR
The 2006 indenture prohibits RJR, at any time it does not
guarantee the obligations of RAI under the notes, from creating,
incurring, issuing, assuming, guaranteeing or otherwise becoming
directly or indirectly liable, contingently or otherwise, with
respect to any indebtedness to persons other than RAI or any of
the subsidiary guarantors (excluding accounts payable) other
than debt securities issued under the 2006 indenture,
outstanding notes of RJR and RAIs credit facility.
Events of
Default
The 2006 indenture provides that the following events will be
events of default with respect to the debt securities of a
series:
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default in payment of any principal of such series when the same
shall become due and payable, either at maturity, upon any
redemption, by declaration or otherwise;
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default for 30 days in payment of any interest on the debt
securities of such series;
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default for 90 days after written notice in the observance
or performance of any other covenant or agreement in respect of
the debt securities of such series;
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certain events of bankruptcy, insolvency or reorganization;
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any guarantee ceasing to be in full force and effect (except as
contemplated by the terms of the 2006 indenture) or any
guarantor denying or disaffirming in writing its obligations
under the 2006 indenture or its guarantee; and
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at any time as such security is required under the 2006
indenture, any security document ceasing to be in full force and
effect or ceasing to give the collateral agent the liens or any
of the material rights, powers and privileges purported to be
created thereby in favor of the collateral agent and such
default continuing unremedied for a period of at least
30 days after written notice to RAI by the collateral agent.
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The 2006 indenture provides that:
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if an event of default due to the default in payment of
principal of, premium, if any, or any interest on, the debt
securities of any series or due to the default in the
performance, or breach of any other covenant or warranty of RAI
applicable to the debt securities of such series but not
applicable to other outstanding debt securities issued under the
2006 indenture shall have occurred and be continuing, either the
trustee or the holders of not less than 25% in principal amount
of the debt securities of each series affected by the default
issued under the 2006 indenture then outstanding (voting as a
single class) by notice in writing may then declare the
principal of all debt securities of all such affected series and
interest accrued thereon to be due and payable
immediately; and
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if an event of default due to a default in the performance of
any of the other covenants or agreements in the 2006 indenture
applicable to all outstanding debt securities or due to certain
events of bankruptcy, insolvency and reorganization of RAI or
any other event of default provided in a supplemental indenture
or board resolution relating to the debt securities shall have
occurred and be continuing, either the trustee or the holders of
not less than 25% in principal amount of all debt securities
issued under the 2006 indenture then outstanding (treated as one
class) by notice in writing may declare the principal of all
such debt securities and interest accrued thereon to be due and
payable immediately,
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but upon certain conditions such declarations may be annulled
and past defaults may be waived (except a continuing default in
payment of principal of, premium, if any, or any interest on
such debt securities) by the holders of a majority in principal
amount of the debt securities of all affected series then
outstanding.
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The 2006 indenture contains a provision entitling the trustee,
subject to the duty of the trustee during a default to act with
the required standard of care, to be indemnified by the holders
of debt securities before proceeding to exercise any right or
power under the 2006 indenture at the request of such holders.
Subject to such provisions in the 2006 indenture for the
indemnification of the trustee and certain other limitations,
the holders of a majority in aggregate principal amount of the
debt securities of each affected series then outstanding (with
each such series voting as a separate class) may direct the
time, method and place of conducting any proceeding for any
remedy available to the trustee, or exercising any trust or
power conferred on the trustee.
The 2006 indenture provides that no holder of debt securities
may institute any action against RAI under the 2006 indenture
(except actions for payment of overdue principal or interest)
unless such holder previously shall have given to the trustee
written notice of default and continuance thereof and unless the
holders of not less than 25% in aggregate principal amount of
the debt securities of each affected series then outstanding
(treated as a single class) shall have requested the trustee to
institute such action and shall have offered the trustee
indemnity reasonably satisfactory to it, the trustee shall not
have instituted such action within 60 days of such request
and the trustee shall not have received direction inconsistent
with such written request by the holders of a majority in
principal amount of the debt securities of each affected series
(treated as one class). The 2006 indenture contains a covenant
that RAI will file quarterly with the trustee a certificate that
to the signers knowledge no default existed or a
certificate specifying any default that existed.
Modification
of the 2006 Indenture
The 2006 indenture provides that RAI, any guarantors (each when
authorized by a board resolution) and the trustee may enter into
supplemental indentures without the consent of the holders of
debt securities to:
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add security in respect of debt securities;
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evidence the assumption by a successor corporation of the
obligations of RAI and any guarantors;
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add covenants for the protection of the holders of debt
securities or to add events of default;
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cure any ambiguity or correct any inconsistency in the 2006
indenture or to make other changes not materially adverse to the
interest of holders of the debt securities;
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establish the forms or terms of additional series of debt
securities;
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provide for uncertificated debt securities;
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evidence the acceptance of appointment by a successor trustee;
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add an additional guarantor; or
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comply with the Trust Indenture Act.
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The 2006 indenture also contains provisions permitting RAI, the
guarantors (each when authorized by a board resolution) and the
trustee, with the consent of the holders of not less than a
majority in aggregate principal amount of debt securities of all
series then outstanding and affected (voting as one class), to
add any provisions to, or change in any manner or eliminate any
of the provisions of, the 2006 indenture or modify in any manner
the rights of the holders of the debt securities of each series
so affected; provided, that RAI and the trustee may not, without
the consent of the holder of each outstanding debt security
affected thereby:
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extend the final maturity of any debt security, or reduce the
principal amount thereof, or reduce the rate or extend the time
of payment of interest thereon, or reduce any amount payable on
the redemption thereof or change the currency in which the
principal thereof, premium, if any (including any amount in
respect of original issue discount), or any interest thereon is
payable, or reduce the amount of the principal of any original
issue discount security payable upon acceleration or provable in
bankruptcy, or alter certain provisions of the 2006 indenture
relating to debt securities issued thereunder not denominated in
U.S. dollars or impair the right to institute suit for the
enforcement of any payment on any debt security when due or any
right of repayment at the option of the holder of a debt
security; or
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reduce the aforesaid percentage in principal amount of debt
securities of any series, the consent of the holders of which is
required for any such modification.
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Defeasance
The 2006 indenture provides with respect to each series of debt
securities that RAI and the guarantors, if any, as applicable,
may elect:
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to be released from any and all obligations (except for the
obligations to register the transfer or exchange of the debt
securities of such series and RAIs rights of optional
redemption, if any, to replace mutilated, destroyed, lost or
stolen debt securities of such series, rights of holders of debt
securities to receive payments of principal thereof, premium, if
any, and interest thereon, upon the original stated due dates
therefor (but not upon acceleration), to maintain an office or
agency in respect of the debt securities of such series and to
hold moneys for payment in trust) with respect to debt
securities of any series for which the exact amount of principal
and interest due can be determined at the time of the deposit
with the trustee as described below, and all the debt securities
of such series are by their terms to become due and payable
within one year or are to be called for redemption within one
year under arrangements satisfactory to the trustee for the
giving of notice of redemption (the foregoing referred to as
one-year defeasance);
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to defease and be discharged from any and all obligations with
respect to the debt securities of such series on the
91st day after the deposit with the trustee as described
below (except for the obligations set forth as exceptions in the
preceding clause) (the foregoing referred to as legal
defeasance); or
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to be released from their obligations with respect to the debt
securities of such series (except for the obligations set forth
as exceptions in the first clause and the obligations to
compensate and indemnify the trustee, to appoint a successor
trustee, to repay certain moneys held by the paying agent and to
return certain unclaimed moneys held by the trustee and to
comply with the Trust Indenture Act) (the foregoing referred to
as covenant defeasance),
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upon the deposit with the trustee, in trust for such purpose, of
cash or, in the case of debt securities payable in
U.S. dollars, U.S. government obligations which
through the payment of principal and interest in accordance with
their terms will insure the availability of moneys sufficient,
or a combination thereof, sufficient in the opinion of a
nationally recognized firm of independent accountants, to pay
the principal of, premium, if any, and any interest on the debt
securities of such series, and any mandatory sinking fund
thereon, on the due date thereof. Such a trust only may (except
with respect to one-year defeasance or to the extent the terms
of the debt securities of such series otherwise provide) be
established, if among other things, RAI has delivered to the
trustee an opinion of counsel that the holders of the debt
securities of such series will not recognize income, gain or
loss for federal income tax purposes as a result of such legal
defeasance or covenant defeasance and will be subject to federal
income tax on the same amounts, in the same manner and at the
same time as would have been the case if such legal defeasance
or covenant defeasance had not occurred. Such opinion, in the
case of legal defeasance, must (except to the extent the terms
of the debt securities of the relevant series otherwise provide)
refer to and be based upon a ruling of the Internal Revenue
Service or a change in applicable federal income tax law
occurring after the date of the 2006 indenture. If RAI exercises
its legal defeasance or covenant defeasance option, the
guarantees in effect at such time will terminate.
Satisfaction
and Discharge
The 2006 indenture will be discharged and will cease to be of
further effect (except as to certain rights and obligations as
expressly provided in the 2006 indenture) as to all outstanding
debt securities of any series under the 2006 indenture when:
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RAI or any guarantor has paid all amounts payable with respect
to the debt securities of that series when due;
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all outstanding debt securities of that series have been
delivered to the trustee for cancellation (except mutilated,
defaced, destroyed, lost or stolen debt securities which have
been replaced or paid); or
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all outstanding debt securities of that series not delivered to
the trustee for cancellation either:
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have become due and payable,
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will become due and payable at their stated maturity within one
year, or
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are to be called for redemption within one year; and
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RAI has deposited with the trustee any combination of money or
government securities in trust sufficient to pay the entire
indebtedness on the debt securities of that series when due.
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Same-Day
Settlement and Payment
Unless otherwise provided in a prospectus supplement, the debt
securities will trade in the
same-day
funds settlement system of The Depository Trust Company,
referred to as DTC, until maturity or until RAI issues the debt
securities in definitive form. DTC will therefore require
secondary market trading activity in the debt securities to
settle in immediately available funds. RAI can give no assurance
as to the effect, if any, of settlement in immediately available
funds on trading activity in the debt securities.
Transfer
and Exchange
A holder may transfer or exchange debt securities in accordance
with the 2006 indenture. Upon any transfer or exchange, the
registrar and the trustee may require a holder, among other
things, to furnish appropriate endorsements and transfer
documents, and RAI may require a holder to pay any taxes
required by law or permitted by the 2006 indenture, including
any transfer tax or other similar governmental charge payable in
connection therewith. RAI is not required to transfer or
exchange any debt security for a period of 15 days prior to
a selection of debt securities to be redeemed, or to transfer or
exchange any debt security selected for redemption, except the
unredeemed portion of any debt security being redeemed in part.
The debt securities will be issued in registered form and the
registered holder of a debt security will be treated as the
owner of such debt security for all purposes.
Book-Entry
System; Delivery and Form
We expect the following provisions to apply to all debt
securities. The following description of the operations and
procedures of DTC, the Euroclear System, referred to as
Euroclear, and Clearstream Banking, S.A., referred to as
Clearstream, are provided solely as a matter of convenience.
These operations and procedures are solely within the control of
the respective settlement systems and are subject to changes by
them. RAI takes no responsibility for these operations and
procedures and urges investors to contact the system or their
participants directly to discuss these matters.
Debt securities of each series will be in book-entry form and
will be represented by one or more permanent global certificates
in fully registered form without interest coupons, which we
refer to as the Global Notes, and will be deposited with the
trustee as custodian for DTC and registered in the name of
Cede & Co., as nominee of DTC, or another nominee
designated by DTC (such nominee referred to as a Global Note
Holder).
DTC is a limited-purpose trust company that holds securities for
its participating organizations (referred to herein,
collectively, as the Participants), including Euroclear Bank
S.A./N.V., as operator of Euroclear, and Citibank, N.A., as
operator of Clearstream, and to facilitate the clearance and
settlement of transactions in these securities between
Participants through electronic book-entry changes in accounts
of its Participants. The Participants include securities brokers
and dealers , banks and trust companies, clearing corporations
and certain other organizations. Access to DTCs system is
also available to other entities such as banks, brokers, dealers
and trust companies (collectively, referred to as the Indirect
Participants) that clear through or maintain a custodial
relationship with a Participant, either directly or indirectly.
Persons who are not Participants may beneficially own securities
held by or on behalf of DTC only through the Participants or the
Indirect Participants. Pursuant to procedures established by
DTC, ownership of the debt securities will be shown on, and the
transfer of ownership thereof will be effected only through,
records maintained by DTC (with respect
12
to the interests of the Participants) and the records of the
Participants (with respect to the interests of the Indirect
Participants).
The laws of some states require that certain persons take
physical delivery in definitive form of securities that they
own. Consequently, the ability to transfer the debt securities
will be limited to such extent.
So long as the Global Note Holder is the registered owner of any
debt securities, the Global Note Holder will be considered the
sole holder of outstanding debt securities represented by such
Global Notes under the 2006 indenture. Except as provided below,
beneficial owners of debt securities will not be entitled to
have the debt securities registered in their names and will not
be considered the owners or holders thereof under the 2006
indenture for any purpose, including with respect to the giving
of any directions, instructions or approvals to the trustee
thereunder. Neither RAI nor the trustee will have any
responsibility or liability for any aspect of the records
relating to or payments made on account of debt securities held
by DTC, or for maintaining, supervising or reviewing any records
of DTC relating to such debt securities.
Payments in respect of the principal of, premium, if any, and
interest on any debt securities registered in the name of a
Global Note Holder on the applicable record date will be payable
by the trustee to or at the direction of such Global Note Holder
in its capacity as the registered holder under the 2006
indenture. Under the terms of the 2006 indenture, RAI and the
trustee may treat the persons in whose names any debt
securities, including the Global Notes, are registered as the
owners thereof for the purpose of receiving such payments and
for any and all other purposes whatsoever. Consequently, neither
RAI nor the trustee has or will have any responsibility or
liability for the payment of such amounts to beneficial owners
of the debt securities (including principal, premium, if any,
and interest). RAI believes, however, that it is currently the
policy of DTC to credit the accounts of the relevant
Participants with such payments on the payment date, in amounts
proportionate to their respective beneficial interests in the
relevant security as shown on the records of DTC, upon
DTCs receipt of funds and corresponding detail
information. Payments by the Participants and the Indirect
Participants to the beneficial owners of debt securities will be
governed by standing instructions and customary practice and
will be the responsibility of the Participants or the Indirect
Participants.
If DTC notifies us that it is unwilling or unable to continue to
act, and a successor clearing agency is not appointed by us
within 90 days, we will issue securities in definitive form
in exchange for the Global Note that had been held by the
depository. In addition, RAI at any time and in its sole
discretion may decide not to have the debt securities
represented by one or more Global Notes. Any debt securities
issued in definitive form in exchange for the Global Notes will
be registered in the name or names that the depository gives to
the trustee or other relevant agent of theirs or ours. It is
expected that the depositorys instructions will be based
upon directions received by the depository from Participants
with respect to ownership of beneficial interests in the Global
Note that had been held by the depository.
Neither RAI nor the trustee will be liable for any delay by the
Global Note Holder or DTC in identifying the beneficial owners
of the debt securities and RAI and the trustee may conclusively
rely on, and will be protected in relying on, instructions from
the Global Note Holder or DTC for all purposes.
Governing
Law
The 2006 indenture, the debt securities and any related
guarantees will be governed by the laws of the State of New York.
Concerning
the Trustee
The Bank of New York Mellon Trust Company, N.A. is the
trustee under the 2006 indenture. The trustee or its affiliates
serve as trustee under the indentures related to notes issued by
RAIs direct, wholly owned subsidiary, R. J. Reynolds
Tobacco Holdings, Inc., participate in RAIs credit
facility and serve as transfer agent for the common stock of
RAI. From time to time, RAI or its subsidiaries may enter into
other relationships with the trustee or its affiliates.
13
Certain
Definitions
Set forth below are certain of the defined terms used in the
2006 indenture.
Attributable Debt means, when used in connection
with a sale and lease-back transaction, at any date as of which
the amount thereof is to be determined, the product of:
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the net proceeds from such sale and lease-back transaction
multiplied by
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a fraction, the numerator of which is the number of full years
of the term of the lease relating to the property involved in
such sale and lease-back transaction (without regard to any
options to renew or extend such term) remaining at the date of
the making of such computation, and the denominator of which is
the number of full years of the term of such lease measured from
the first day of such term.
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Consolidated Net Worth means, at any date of
determination, the consolidated shareholders equity of
RAI, as set forth on the then most recently available
consolidated balance sheet of RAI and its consolidated
Subsidiaries.
Exempted Debt means the sum, without duplication, of
the following items outstanding as of the date Exempted Debt is
being determined:
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indebtedness of RAI and the Restricted Subsidiaries incurred
after the date of the 2006 indenture and secured by liens
created, assumed or otherwise incurred or permitted to exist
pursuant to the 2006 indenture described above under
Covenants Restrictions on
Liens; and
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Attributable Debt of RAI and the Restricted Subsidiaries in
respect of all sale and lease-back transactions with regard to
any Principal Property entered into pursuant to the 2006
indenture described above under
Covenants Restrictions on Sale and
Lease-Back Transactions.
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Funded Debt means all indebtedness for money
borrowed, including purchase money indebtedness, having a
maturity of more than one year from the date of its creation or
having a maturity of less than one year but by its terms being
renewable or extendible, at the option of the obligor in respect
thereof, beyond one year from its creation.
guarantee means any obligation, contingent or
otherwise, of any person directly or indirectly guaranteeing any
indebtedness of any other Person and any obligation, direct or
indirect, contingent or otherwise, of such Person:
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to purchase or pay (or advance or supply funds for the purchase
or payment of) such indebtedness of such other Person (whether
arising by virtue of partnership arrangements, or by agreement
to keep-well, to purchase assets, goods, securities or services,
to take-or-pay, or to maintain financial statement conditions or
otherwise); or
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entered into for purposes of assuring in any other manner the
obligee of such indebtedness of the payment thereof or to
protect such obligee against loss in respect thereof (in whole
or in part);
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provided, however, that the term guarantee will not
include endorsements for collection or deposit in the ordinary
course of business. The term guarantee used as a
verb has a corresponding meaning.
Person means any individual, corporation,
partnership, limited liability company, joint venture,
association, joint-stock company, trust, unincorporated
organization or government or any agency or political
subdivision thereof.
Principal Property means land, land improvements,
buildings and associated factory and laboratory equipment owned
or leased pursuant to a capital lease and used by RAI or a
Restricted Subsidiary primarily for processing, producing,
packaging or storing its products, raw materials, inventories,
or other materials and supplies and located within the United
States of America and having an acquisition cost plus
capitalized improvements in excess of 2% of Consolidated Net
Worth, as of the date of such determination, but not including
any such property financed through the issuance of tax exempt
governmental obligations, or any such property that has been
determined by resolution of the board of directors of RAI not to
be of material
14
importance to the respective businesses conducted by RAI or such
Restricted Subsidiary effective as of the date such resolution
is adopted; provided, that Principal Property shall
not include any property owned by Santa Fe or Lane.
Restricted Subsidiary means:
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any Subsidiary (other than Santa Fe or Lane and their
respective subsidiaries) organized and existing under the laws
of the United States of America and the principal business of
which is carried on within the United States of America, which
owns or is a lessee pursuant to a capital lease of any Principal
Property, and in which the investment of RAI and all of its
Subsidiaries exceeds 5% of Consolidated Net Worth as of the date
of such determination other than:
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each Subsidiary the major part of whose business consists of
finance, banking, credit, leasing, insurance, financial services
or other similar operations, or any combination thereof; and
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each Subsidiary formed or acquired after the date of the 2006
indenture for the purpose of acquiring the business or assets of
another person and which does not acquire all or any substantial
part of the business or assets of RAI or any Restricted
Subsidiary; and
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RJR and Conwood Holdings, Inc.
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However, the board of directors of RAI may declare any such
Subsidiary to be a Restricted Subsidiary.
Subsidiary means any corporation of which at least a
majority of all outstanding stock having by the terms thereof
ordinary voting power in the election of directors of such
corporation (irrespective of whether or not at the time stock of
any class or classes of such corporation has or might have
voting power by reason of the happening of any contingency) is
at the time, directly or indirectly, owned by RAI, or by one or
more Subsidiaries of RAI or by RAI and one or more Subsidiaries.
PLAN OF
DISTRIBUTION
We may sell the debt securities offered pursuant to this
prospectus in any of the following ways:
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directly to one or more purchasers;
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through agents;
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through underwriters, brokers or dealers; or
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through a combination of any of these methods of sale.
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We will identify the specific plan of distribution, including
any underwriters, brokers, dealers, agents or direct purchasers
and their compensation in a prospectus supplement.
WHERE YOU
CAN FIND MORE INFORMATION
RAI is subject to the informational requirements of the
Securities Exchange Act of 1934, as amended, referred to as the
Exchange Act, and, in accordance with the requirements thereof,
files reports, proxy statements and other information with the
SEC. You may read or obtain copies of this information at the
Public Reference Room at 100 F Street, N.E.,
Washington, D.C. 20549 at prescribed rates. You can obtain
information on the operation of the Public Reference Room by
calling the SEC at
1-800-SEC-0330.
You may also obtain the documents that RAI files electronically
from the SECs web site at
http://www.sec.gov
.
RAI and certain of its direct and indirect, wholly owned
subsidiaries have filed with the SEC a registration statement on
Form S-3,
of which this prospectus forms a part, under the Securities Act
of 1933, as amended, referred to as the Securities Act, in
connection with their offering of the securities covered by this
prospectus. This prospectus does not contain all of the
information in the registration statement. You will find
additional information about RAI, the other registrants and the
securities covered hereby in the registration statement. Any
statements made in this prospectus concerning the provisions of
legal documents are not necessarily complete, and you should
read the documents that are filed as exhibits to the
registration statement.
15
You may read and copy the registration statement, including its
exhibits, at the SECs Public Reference Room or at the
SECs web site as described above.
RAIs SEC filings are also available at its web site at
http://www.reynoldsamerican.com
.
Information with respect to RAI may also be obtained by writing
or calling the Office of the Secretary, P.O. Box 2990,
Winston-Salem, North Carolina
27102-2990;
telephone number
(336) 741-5162.
INCORPORATION
BY REFERENCE
The SEC allows RAI to incorporate by reference into
this prospectus information that RAI (SEC file number 1-32258)
files with the SEC, which means that important information can
be disclosed to you by referring you to those documents and
those documents will be considered part of this prospectus. The
information incorporated by reference is an important part of
this prospectus. Certain information that is subsequently filed
with the SEC will automatically update and supersede information
in this prospectus and in earlier filings with the SEC. The
information and documents listed below, which RAI has filed with
the SEC, and any documents that RAI files with the SEC under
Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act
after the date of this prospectus and before the termination of
this offering, are incorporated by reference into this
prospectus:
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RAIs Annual Report on
Form 10-K
for the year ended December 31, 2009, filed with the SEC on
February 19, 2010;
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RAIs Quarterly Report on
Form 10-Q
for the quarter ended March 31, 2010, filed with the SEC on
April 29, 2010; and
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RAIs Current Reports on
Form 8-K,
filed with the SEC on February 5, 2010, April 16,
2010, and May 10, 2010.
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Each person to whom a copy of this prospectus is delivered, upon
the oral or written request of such person, will be provided,
without charge, a copy of any or all of the documents that are
incorporated by reference herein, other than exhibits to such
documents, unless such exhibits are specifically incorporated by
reference into such documents. Requests should be directed to
the Office of the Secretary, P.O. Box 2990,
Winston-Salem, North Carolina
27102-2990;
telephone number
(336) 741-5162.
You may also obtain the documents incorporated by reference in
this prospectus from the SEC as described above.
LEGAL
MATTERS
In connection with particular offerings of the securities in the
future, and if stated in the applicable prospectus supplements,
the validity of those securities may be passed upon for the
issuers by Kilpatrick Stockton LLP, and for any underwriters or
agents by counsel named in the applicable prospectus supplement.
EXPERTS
The consolidated financial statements of RAI and subsidiaries as
of December 31, 2009 and 2008, and for each of the years in
the three-year period ended December 31, 2009, and
managements assessment of the effectiveness of internal
control over financial reporting (which is included in
Managements Report on Internal Control over Financial
Reporting) as of December 31, 2009 have been incorporated
by reference herein in reliance upon the reports of KPMG LLP,
independent registered public accounting firm, incorporated by
reference herein, and upon the authority of said firm as experts
in accounting and auditing.
The audit report covering the December 31, 2009
consolidated financial statements refers to changes in the
methods of accounting for determining whether certain securities
should be included in the basic earnings per share calculation
as of January 1, 2009, due to the adoption of Financial
Accounting Standards Board Staff Position
No. EITF 03-6-1,
Determining Whether Instruments Granted in Share-Based
Payment Transactions Are Participating Securities
(codified
in Financial Accounting Standards Board Accounting Standards
Codification (FASB ASC) Topic 260,
Earnings Per Share
)
and for measuring and disclosing the fair value of assets and
liabilities as of January 1, 2008, due to the adoption of
Statement of Financial Accounting Standards No. 157,
Fair Value Measurements
(codified in FASB ASC Topic
No. 820,
Fair Value Measurements and Disclosures
).
16
PART II
INFORMATION
NOT REQUIRED IN PROSPECTUS
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Item 14.
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Other
Expenses of Issuance and Distribution
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The following table sets forth RAIs estimate as to
anticipated expenses and costs (other than underwriting
discounts and commissions) expected to be incurred in connection
with a distribution of the securities registered hereby.
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SEC registration fee
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$
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*
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FINRA fee
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**
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Printing expenses
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**
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Legal fees and expenses
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**
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Accounting fees and expenses
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**
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Trustee fees and expenses
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**
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Rating agency fees and expenses
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**
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Miscellaneous expenses
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**
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Total
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**
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*
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Omitted because the fee is being deferred pursuant to
Rule 456(b) and calculated in connection with the offering
of securities under this registration statement pursuant to
Rule 457(r).
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**
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Fees and expenses cannot be estimated at this time.
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Item 15.
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Indemnification
of Directors and Officers.
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North
Carolina Corporations
The following registrants are corporations incorporated under
the laws of the state of North Carolina: Reynolds American Inc.,
referred to as RAI; R.J. Reynolds Tobacco Company, referred to
as RJR Tobacco; Reynolds Innovations Inc.; and RAI Services
Company.
Section 55-8-57
of the North Carolina Business Corporation Act, referred to as
the NCBCA, permits a corporation, in its articles of
incorporation or bylaws or by contract or resolution, to
indemnify, or agree to indemnify, its directors, officers,
employees or agents against liability and expenses (including
attorneys fees) in any proceeding (including proceedings
brought by or on behalf of the corporation) arising out of their
status as such or their activities in such capacities, except
for any liabilities or expenses incurred on account of
activities that were, at the time taken, known or believed by
the person to be clearly in conflict with the best interests of
the corporation.
Sections 55-8-52
and
55-8-56
of the NCBCA require a corporation, unless its articles of
incorporation provide otherwise, to indemnify a director or
officer who has been wholly successful, on the merits or
otherwise, in the defense of any proceeding to which such
director or officer was made a party because he was or is a
director or officer of the corporation against reasonable
expenses actually incurred by the director or officer in
connection with the proceeding. Unless prohibited by the
articles of incorporation, a director or officer also may make
application and obtain court-ordered indemnification if the
court determines that such director or officer is fairly and
reasonably entitled to such indemnification as provided in
Sections 55-8-54
and
55-8-56
of the NCBCA.
Section 55-8-57
of the NCBCA authorizes a corporation to purchase and maintain
insurance on behalf of an individual who was or is a director,
officer, employee or agent of the corporation against certain
liabilities incurred by such a person, whether or not the
corporation is otherwise authorized by the NCBCA to indemnify
that person.
Section 55-2-02
of the NCBCA enables a corporation in its articles of
incorporation to eliminate or limit, with certain exceptions,
the personal liability of directors for monetary damages for
breach of their duties as
II-1
directors. No such provision is effective to eliminate or limit
a directors liability for: (1) acts or omissions that
the director at the time of the breach knew or believed to be
clearly in conflict with the best interests of the corporation;
(2) improper distributions as described in
Section 55-8-33
of the NCBCA; (3) any transaction from which the director
derived an improper personal benefit; or (4) acts or
omissions occurring prior to the date the exculpatory provision
became effective.
The articles of incorporation of RAI provide that RAI will
indemnify, to the fullest extent permitted by the NCBCA, any
person who was or is a director or officer of RAI who was or is
made a party or is threatened to be made a party to or is
otherwise involved in any action, suit or proceeding, whether
civil, criminal, administrative or investigative, because such
person was or is a director or officer of RAI or, while a
director or officer of RAI, was serving at the request of RAI as
a director, officer, partner, trustee, employee or agent of any
other enterprise, plan or trust. RAIs articles of
incorporation also provide that RAI shall pay expenses incurred
in connection with any such action, suit or proceeding in
advance provided the director or officer agrees in writing to
repay such amount if such person is ultimately determined not
entitled to be indemnified against such expenses. The
indemnification rights pursuant to RAIs articles of
incorporation are not exclusive.
RAI has entered into separate indemnification agreements with
its directors and executive officers. Pursuant to these
agreements, RAI will generally indemnify, defend and hold
harmless an indemnitee to the fullest extent permitted or
required by the laws of the North Carolina in effect on
July 30, 2004, or as such laws may thereafter be amended to
increase the scope of permitted indemnification, against all
losses based upon, arising out of or resulting from any actual,
alleged or suspected act or failure to act by an indemnitee in
his or her capacity as a current or former, director, officer,
employee or agent of RAI or as a director, officer, employee,
member, manager, trustee or agent of any other entity or
enterprise as to which an indemnitee is or was serving at the
request of RAI, or in respect of any action or failure to act by
an indemnitee in any business or other activity of RAI. An
indemnitee generally is not entitled to indemnification pursuant
to the agreements to the extent that any loss is determined to
have resulted from the indemnitees knowing misconduct from
which he or she derived a direct improper personal benefit. In
the event an indemnitee is not wholly successful on the merits
in a proceeding, the indemnitee generally only is entitled to
indemnification if it is determined that at the time of the
indemnitees conduct, the indemnitee did not know or
believe such conduct to be clearly in conflict with the best
interests of RAI. The agreements entitle an indemnitee to obtain
advances of expenses from RAI, subject to conditions such as the
indemnitee undertaking to repay RAI any advances he or she is
not ultimately entitled to. The agreements also generally
require RAI to use commercially reasonably efforts to maintain,
for as long as an indemnitee is a director or officer of RAI and
through the sixth anniversary of the indemnitee terminating such
status, directors and officers liability insurance
covering the indemnitee that is at least substantially
comparable in scope and amount to that provided by RAIs
directors and officers coverage in effect at the
time of execution of the indemnitees agreement.
Pursuant to the agreement related to the combination of RJR
Tobacco and the U.S. tobacco business of Brown &
Williamson Holdings, Inc., formerly known as Brown &
Williamson Tobacco Corporation, referred to as B&W, RAI
agreed to maintain, for a period of six years following the
completion, on July 30, 2004, of such combination, policies
of directors and officers liability insurance
maintained by RJR, as hereafter defined, at the time of such
completion, or policies of at least the same coverage and
amounts containing terms and conditions which are, in the
aggregate, no less advantageous to the insured, with respect to
claims arising from facts or events that occurred on or before
October 27, 2003, the date of the business combination
agreement. RAI is not required to spend in any one year an
amount more than 200% of the annual premiums paid by RJR as of
the date of the combination agreement for such insurance and if
the annual premiums of such insurance coverage exceed this
amount, RAI will be obligated to obtain a policy with the
greatest coverage available for a cost not exceeding such amount.
RAIs articles of incorporation further provide that, to
the fullest extent permitted by the NCBCA, no person who is
serving or who has served as a director of the corporation shall
be personally liable to the corporation or any of its
shareholders for monetary damages for breach of duty as a
director.
II-2
RAIs articles of incorporation also provide that neither
British American Tobacco p.l.c., referred to as BAT, or any of
its subsidiaries or affiliates nor any director of RAI who is
affiliated with, or employed by, BAT or any of its subsidiaries
or affiliates shall have any obligation, duty or responsibility
to present any transaction, relationship, arrangement or other
opportunity primarily relating to the United States to RAI, its
board of directors or any RAI officer or employee. The articles
further state that RAI renounces any expectancy or interest of
RAI in, or in being offered an opportunity to participate in,
any such business opportunity, and BAT and its subsidiaries and
affiliates are entitled to act upon any such business
opportunity and will not be liable to RAI or any of its
shareholders for taking any such action or not presenting such
business opportunity to RAI.
The provisions in the articles of incorporation of RJR Tobacco
and RAI Services Company with respect to indemnification of
officers and directors and elimination of personal liability of
directors (other than with respect to the provisions in
RAIs articles concerning BAT and business opportunities)
are identical to those contained in RAIs articles of
incorporation.
The articles of incorporation of Reynolds Innovations Inc.
provide that the corporation will, to the fullest extent
permitted by the NCBCA, indemnify all persons it shall have the
power to indemnify under the provisions of the NCBCA from and
against any and all expenses and liabilities covered by such
provisions. The articles of incorporation of Reynolds
Innovations Inc. also provide for the elimination of the
personal liability of directors to the fullest extent permitted
by the NCBCA.
Delaware
Corporations
The following registrants are corporations incorporated in the
State of Delaware: R.J. Reynolds Tobacco Holdings, Inc.,
referred to as RJR; Conwood Holdings, Inc., referred to as
Conwood Holdings; R. J. Reynolds Tobacco Co., referred to as RJR
Tobacco Co.; R. J. Reynolds Global Products, Inc., referred to
as GPI; and Reynolds Finance Company.
Section 145 of the Delaware General Corporation Law,
referred to as the DGCL, provides that a corporation may
indemnify any person who was or is a party, or is threatened to
be made a party, to any threatened, pending or completed action,
suit or proceeding whether civil, criminal, administrative or
investigative (other than an action by or in the right of the
corporation) by reason of the fact that the person is or was a
director, officer, employee or agent of the corporation, or is
or was serving at the request of the corporation as a director,
officer, employee or agent of another corporation, partnership,
joint venture, trust or other enterprise, against expenses
(including attorneys fees), judgments, fines and amounts
paid in settlement actually and reasonably incurred by the
person in connection with such action, suit or proceeding if the
person acted in good faith and in a manner the person reasonably
believed to be in or not opposed to the best interests of the
corporation, and, with respect to any criminal action or
proceeding, had no reasonable cause to believe the persons
conduct was unlawful. Section 145 further provides that a
corporation similarly may indemnify any such person serving in
any such capacity who was or is a party, or is threatened to be
made a party, to any threatened, pending or completed action or
suit by or in the right of the corporation to procure a judgment
in its favor, against expenses actually and reasonably incurred
in connection with the defense or settlement of such action or
suit if the person acted in good faith and in a manner the
person reasonably believed to be in or not opposed to the best
interests of the corporation. No indemnification shall be made
in respect of any claim, issue or matter as to which such person
shall have been adjudged to be liable to the corporation unless
and only to the extent that the Delaware Court of Chancery or
such other court in which such action or suit was brought shall
determine upon application that, despite the adjudication of
liability but in view of all the circumstances of the case, such
person is fairly and reasonably entitled to indemnity for such
expenses which the Court of Chancery or such other court shall
deem proper.
The DGCL further authorizes a Delaware corporation to purchase
and maintain insurance on behalf of any person who is or was a
director, officer, employee or agent of the corporation, or is
or was serving at the request of the corporation as a director,
officer, employee or agent of another corporation or enterprise,
against any liability asserted against such person and incurred
by such person in any such capacity, arising out of such
II-3
persons status as such, whether or not the corporation
would otherwise have the power to indemnify such person under
Section 145.
Section 102(b)(7) of the DGCL permits a corporation to
provide in its certificate of incorporation that a director of
the corporation shall not be personally liable to the
corporation or its stockholders for monetary damages for breach
of fiduciary duty as a director, except for liability for any
breach of the directors duty of loyalty to the corporation
or its stockholders, for acts or omissions not in good faith or
which involve intentional misconduct or a knowing violation of
law, for payments of unlawful dividends or unlawful stock
repurchases or redemptions or for any transaction from which the
director derived an improper personal benefit.
The certificate of incorporation of RJR provides that RJR will
indemnify, to the fullest extent permitted by the DGCL, any
person who was or is a director or officer of RJR (including the
heirs, executors or administrators of such person) who was or is
made a party or is threatened to be made a party to or is
otherwise involved in any action, suit or proceeding (including
an action, suit or proceeding by or in right of RJR), whether
civil, criminal, administrative or investigative, because such
person was or is a director or officer of RJR or, while a
director or officer of RJR, was serving at the request of RJR as
a director, officer, partner, trustee, employee or agent of any
other enterprise. RJRs certificate of incorporation also
provides that RJR shall pay expenses incurred in connection with
any such action, suit or proceeding in advance provided the
director or officer agrees in writing to repay such amount if
such person is ultimately determined not entitled to be
indemnified against such expenses. RJRs certificate of
incorporation further provides that, to the fullest extent
permitted by the DGCL, no person who is serving or who has
served as a director of the corporation shall be personally
liable to the corporation or any of its shareholders for
monetary damages for breach of duty as a director.
The certificate of incorporation of Conwood Holdings provides
that Conwood Holdings will indemnify, to the fullest extent
permitted under the DGCL or any other applicable laws, any
person who is a director or officer of the corporation, or each
person who is or was serving or who has agreed to serve at the
request of the board of directors of the corporation as an
officer of the corporation or as an employee or agent of the
corporation or as a director, officer, employee or agent of
another corporation, partnership, joint venture or other
enterprise (including the heirs, executors, administrators or
estate of such person). The certificate of incorporation of
Conwood Holdings also provides that Conwood Holdings may enter
into one or more agreements with any person to provide for
indemnification greater or different than that provided in its
certificate of incorporation.
The certificate of incorporation of GPI provides that GPI shall
indemnify its directors and officers to the fullest extent
permitted by law. The certificate further provides that
GPIs directors shall incur no personal liability to GPI or
its stockholders for monetary damages for any breach of
fiduciary duty as a director; provided, however, that GPIs
directors continue to be subject to liability for any breach of
their duty of loyalty, for acts or omissions not in good faith
or which involve intentional misconduct or a knowing violation
of law, for liability under Section 174 of the DGCL
(payment of dividends) and for transactions from which the
director derived an improper personal benefit. In addition, the
personal liability of directors shall further be limited or
eliminated to the fullest extent permitted by any future
amendments to Delaware law.
GPIs bylaws provide that GPI shall indemnify any director,
officer, other employee or agent, who was or is a party to, or
is threatened to be made a party to or who is called as a
witness in connection with any threatened, pending, or completed
action, suit or proceeding, whether civil, criminal,
administrative or investigative, including an action by or in
the right of GPI by reason of the fact that such person is or
was serving at the request of a director, officer, employee or
agent of the corporation, or is or was serving at the request of
the corporation as a director, officer, employee or agent of
another enterprise, unless the act or the failure to act giving
rise to the claim for indemnification is determined by a court
to have constituted willful misconduct or recklessness. GPI
shall pay expenses incurred by an officer, director or other
employee or agent, in defending a civil or criminal action, suit
or proceeding in advance of the final disposition of such
proceeding upon receipt of an undertaking by or on behalf of
such person to repay such amount if it shall ultimately be
determined that such person is not entitled to be indemnified by
GPI. The indemnification and
II-4
advancement of expenses provided by the bylaws are not exclusive
of other rights. Effective immediately upon any modification of
the DGCL which expands or enlarges the power or obligation of
Delaware corporations to indemnify, or advance expenses to,
directors, officers, employees and other agents of the
corporation, GPIs bylaws are deemed to have been amended
for the benefit of its directors, officers, employees and other
agents.
The certificate of incorporation of Reynolds Finance Company
provides for the indemnification of the corporations
directors and officers to the fullest extent permitted by law
and eliminates the personal liability of its directors to the
corporation or its stockholders for any breach of fiduciary duty
as a director other than any breach of the duty of loyalty, for
acts not in good faith or which involve intentional misconduct
or knowing violation of law, for acts or omissions arising under
Section 174 of the DGCL (payment of dividends) or for any
transaction for which the directors derived an improper personal
benefit.
The bylaws of Reynolds Finance Company provide that its officers
and directors shall be indemnified against any reasonable
expense and any liability paid or incurred in connection with
any actual or threatened claim, action suit or proceeding,
whether brought by or in the right of the corporation or
otherwise by reason of serving or having served as an officer or
director of the corporation or an officer, director, employee,
fiduciary or other representative of another entity at the
request of Reynolds Finance Company, so long as such
indemnification does not contravene the DGCL or other applicable
law and provided such officer or director acted in good faith
and in a manner reasonably believed was in or not opposed to the
best interest of the corporation and with respect to any
criminal action or proceeding had no reasonable cause to believe
his conduct was unlawful. The bylaws of Reynolds Finance Company
also provide that the indemnification provided for therein shall
include the right to have expenses incurred by such person in
connection with an action paid in advance of a final disposition
of such action, subject to subsequent determination of the right
to be so indemnified.
Delaware
Limited Liability Companies
The following registrants are limited liability companies formed
in the state of Delaware: American Snuff Company, LLC, referred
to as American Snuff Co.; and Rosswil LLC, referred to as
Rosswil.
Section 18-108
of the Delaware Limited Liability Company Act grants a Delaware
limited liability company the power, subject to such standards
and restrictions, if any, as are set forth in its limited
liability company agreement, to indemnify and hold harmless any
member or manager or other person from and against any and all
claims and demands whatsoever.
The limited liability company agreement of American Snuff Co.
provides that it will, to the full extent permitted by the
Delaware Limited Liability Company Act or other applicable law,
indemnify any of its managers, officers or members for any loss,
damage or claim incurred by such person in good faith on behalf
of American Snuff Co. and in a manner reasonably believed to be
within the scope of the authority conferred on such person under
the entitys limited liability company agreement, other
than for any loss, damage or claim incurred by such person by
reason of gross negligence or willful misconduct. The limited
liability company agreement further provides that none of such
persons shall be liable to American Snuff Co. or its members for
any loss, damage or claim incurred by reason of any act or
omission performed or omitted by such person in good faith on
behalf of American Snuff Co. and in a manner reasonably believed
to be within the scope of the authority conferred on such
person, other than for any such loss, damage or claim incurred
by reason of such persons gross negligence or willful
misconduct. The limited liability company agreement further
provides that, to the fullest extent permitted by law, expenses
incurred by managers, officers or members incurred in defending
any action, demand, claim, suit or proceeding shall be advanced
upon receipt of an undertaking by or on behalf of such person to
repay such amount if it shall ultimately be determined that such
person is not entitled to be indemnified.
The limited liability company agreement of Rosswil provides that
no manager shall have any liability to Rosswil or any member for
monetary damages for breach of fiduciary duty as a manager other
than for any breach of such managers duty of loyalty to
the entity or its members, for acts or omissions not in good
faith or which involve intentional misconduct or a knowing
violation of law or for any transactions from which such manager
derived an improper personal benefit. The agreement also
provides that Rosswil will, except as
II-5
discussed below, indemnify any person who was or is a party or
is threatened to be made a party to any threatened, pending or
completed action, suit or proceeding, whether civil, criminal,
administrative or investigative, including an action by or in
the right of Rosswil because such a person is or was a member,
manager or officer, or is or was serving at the request of
Rosswil as a manager, director, officer or agent of another
corporation, limited liability company, partnership, joint
venture, trust or other enterprise, against expenses (including
attorneys fees), judgments, fines and amounts paid in
settlement actually and reasonably incurred by him or her in
connection with such action, suit or proceeding if he or she
acted in good faith and in a manner he or she reasonably
believed to be in or not opposed to the best interests of
Rosswil, and with respect to any criminal action or proceeding,
had no reasonable cause to believe his or her conduct was
unlawful. No indemnification shall be made in respect of any
claim, issue or matter as to which a member, manager or officer
shall have been adjudged to be liable to the entity unless and
to the extent that the Court of Chancery or the court in which
such action or suit was brought shall determine that such person
is fairly and reasonably entitled to indemnity for such expenses
which the Court of Chancery or such other court shall deem
proper. The limited liability company agreement of Rosswil also
provides that expenses (including attorneys fees) incurred
by a member, manager or officer shall be paid by Rosswil in
advance of the final disposition of such action, suit or
proceeding upon receipt of an undertaking by or on behalf of
such person to repay such amount if it shall ultimately be
determined that such person is not entitled to be indemnified.
In addition to the foregoing, pursuant to the purchase agreement
entered into by RAI in connection with its acquisition of
American Snuff Co. and Rosswil, until May 31, 2012, each of
these entities agreed to indemnify, to the maximum extent
permitted by applicable law, any person who, as of May 31,
2006, was a current or former manager or officer of any of these
entities, against all losses arising out of acts or omissions
(or alleged acts or omissions) of any such person in the
foregoing capacities, and further agreed that, prior to
May 31, 2012, the provisions of the limited liability
company agreements of these entities concerning the
indemnification and elimination of liability of managers and
officers would not be amended in any manner that would adversely
affect the rights of such persons thereunder.
New York
Corporation
Lane, Limited, referred to as Lane, is a corporation
incorporated under the laws of the state of New York.
Article 7,
Sections 721-725
of the New York Business Corporation Law, referred to as the
NYBCL, provide that a corporation may indemnify a director or
officer by a provision contained in the certificate of
incorporation or bylaws or by a duly authorized resolution of
its shareowners or directors or by agreement, provided that no
indemnification may be made to or on behalf of any director or
officer if a judgment or other final adjudication adverse to the
director or officer establishes that his acts were committed in
bad faith or were the result of active and deliberate dishonesty
and material to the cause of action, or that such director or
officer personally gained in fact a financial profit or other
advantage to which such person was not legally entitled. A
corporation may indemnify a director or officer made, or
threatened to be made, a party to any action other than a
derivative action, whether civil or criminal, against judgments,
fines, amounts paid in settlement and reasonable expenses,
including attorneys fees, actually and necessarily
incurred as a result of such action or proceeding or any appeal
therein, if such director or officer acted in good faith, for a
purpose which such person reasonably believed to be in, or not
opposed to, the best interests of the corporation and, in
criminal actions or proceedings, in addition, had no reasonable
cause to believe that his conduct was unlawful. A corporation
may indemnify a director or officer, made or threatened to be
made a party in a derivative action, against amounts paid in
settlement and reasonable expenses, including attorneys
fees, actually and necessarily incurred by him in connection
with the defense or settlement of such action or in connection
with an appeal therein if such director or officer acted in good
faith, for a purpose which such person reasonably believed to be
in, or not opposed to, the best interests of the corporation,
except that no indemnification will be available in respect of a
threatened or pending action which is settled or otherwise
disposed of, or any claim as to which such director or officer
shall have been adjudged liable to the corporation, unless and
only to the extent that the court in which the action was
brought, or, if no action was brought, any court of competent
jurisdiction, determines, upon application, that, in view of all
the circumstances of the case, the director or officer is fairly
and reasonably entitled to indemnity for such portion of the
settlement amount and
II-6
expenses as the court deems proper. Indemnification by a
corporation is mandatory in any case in which the director or
officer has been successful, whether on the merits or otherwise,
in defending an action. Upon application by a director or
officer, indemnification may be awarded by a court to the extent
authorized.
Section 726 of the NYBCL authorizes the purchase and
maintenance of insurance to indemnify a corporation for any
obligation which it incurs as a result of the indemnification of
directors and officers under the provisions of Article 7 of
the NYBCL, directors and officers in instances in which they may
be indemnified by the corporation under the provisions of
Article 7 of the NYBCL, and directors and officers in
instances in which they may not otherwise be indemnified by the
corporation under the provisions of Article 7 of the NYBCL,
provided the contract of insurance covering such directors and
officers provides, in a manner acceptable to the New York State
Superintendent of Insurance, for a retention amount and for
co-insurance.
The bylaws of Lane provide that Lane shall, to the fullest
extent permitted by applicable law, indemnify or advance
expenses on behalf of any person who was, is or has agreed to
become a director or officer of Lane in connection with any
threatened, pending or completed action, suit or proceeding,
including an action by or in the right of Lane to procure a
judgment in its favor, and an action by or in the right of any
other corporation of any type or kind, domestic or foreign or in
any partnership, joint venture, trust, employee benefit plan or
other enterprise, which such person is serving, has served or
has agreed to serve in any capacity at the request of Lane, by
reason of the fact that he or she is or was or has agreed to
become a director or officer of Lane, or is or was serving or
has agreed to serve such other corporation, partnership, joint
venture, trust, employee benefit plan or other enterprise, for
or against judgments, fines, amounts paid or to be paid in
settlement, taxes or penalties or costs, charges and expenses,
including attorneys fees, incurred in connection with such
action or proceeding or any appeal therefrom. No indemnification
shall be provided to any such person if a judgment or other
final adjudication adverse to the director or officer
establishes that his or her acts were committed in bad faith or
were the result of active and deliberate dishonesty and, in
either case, were material to the cause of action so
adjudicated, or he or she personally gained in fact a financial
profit or other advantage to which he or she was not legally
entitled. In addition, the bylaws of Lane provide that the right
to be indemnified and the reimbursement or advancement of
expenses incurred in defending a proceeding in advance of its
final disposition shall not be exclusive of any other right
which any person may have or acquire under any statute,
provision of Lanes certificate of incorporation, bylaws,
agreement, vote of shareholders or disinterested directors or
otherwise.
New
Mexico Corporation
Santa Fe Natural Tobacco Company, Inc., referred to as
Santa Fe, is a corporation incorporated under the laws of
the state of New Mexico.
Section 53-11-4.1
of the New Mexico Business Corporation Act, referred to as the
NMBCA, empowers a corporation to indemnify any officer or
director against judgments, penalties, fines, settlements and
reasonable expenses actually incurred by the person in
connection with any threatened, pending or completed action,
suit or proceeding, whether civil, criminal, administrative or
investigative, if the person acted in good faith and the person
reasonably believed that, in the case of conduct in the
persons official capacity with the corporation, the
persons conduct was in the best interests of the
corporation and in all other cases, that the persons
conduct was at least not opposed to its best interests, and with
respect to a criminal proceeding, had no reasonable cause to
believe the persons conduct was unlawful; except that if
the proceeding was by or in the right of the corporation,
indemnification may be made only against such reasonable
expenses and shall not be made in respect of any proceeding in
which the person shall have been adjudged to be liable to the
corporation. A director or officer shall not be indemnified
under this section in respect of any proceeding charging
improper personal benefit to such person, whether or not
involving action in the persons official capacity, in
which the person shall have been adjudged to be liable on the
basis that personal benefit was improperly received by such
person. This section empowers a corporation to maintain
insurance or furnish similar protection, including, but not
limited to, providing a trust fund, a letter of credit, or
self-insurance on behalf of any officer or director against any
liability asserted against and incurred by the person in such
capacity whether or not the corporation would have the power to
indemnify the person against such liability under the provisions
of this section. Reasonable expenses incurred by a director or
officer who is a party to a
II-7
proceeding may be paid or reimbursed by the corporation in
advance of the final disposition of such proceeding if such
person furnishes the corporation a written affirmation of his
good faith belief that the person has met the standard of
conduct necessary for indemnification by the corporation as
authorized in this section; such person furnishes the
corporation a written undertaking to repay such amount if it
shall ultimately be determined that the person has not met such
standards of conduct; and a determination is made that the facts
then known to those making the determination would not preclude
indemnification under this section. The indemnification
authorized by
Section 53-11-4.1
is not exclusive of any other rights to which an officer or
director may be entitled under the articles of incorporation,
the bylaws, an agreement, a resolution of shareholders or
directors or otherwise.
The restated articles of incorporation of Santa Fe provide
for the indemnification of each of the corporations
directors, officers
and/or
employees or any former director, officer
and/or
employee, or any person who has served at the request of the
corporation as a director or officer of another corporation in
which the corporation owns shares of stock or of which it is a
creditor, and the personal representative of any such persons,
against costs and expenses actually and necessarily incurred by
such person in connection with the defense of any action or
proceeding in which such person is made a party by reason of
being or having been a director, officer
and/or
employee, except in relation to matters as to which such person
is adjudged in such action or proceeding to be liable for actual
fraud in the performance of his or her duties. The right to
indemnification also includes the right to be paid immediately
the costs and expenses of any such action or proceeding upon the
incurrence of any such cost or expense. If such director,
officer
and/or
employee or former director, officer
and/or
employee is adjudged in any action or proceeding to be liable of
actual fraud in the performance of his or her duties, such
person shall be liable to repay the corporation for any such
costs or expenses incurred and paid by the corporation.
The bylaws of Santa Fe provide that Santa Fe shall
indemnify its past, present and future directors and officers
(and their executors, administrators or other legal
representative) and hold them harmless to the fullest extent of
Santa Fes power to do so under the NMBCA and
applicable law, from and against judgments, penalties, fines,
settlements and reasonable expenses actually incurred in
connection with any threatened, pending or completed action,
suit or proceeding, whether civil, criminal, administrative or
investigative, to the extent that any such director or officer
is made a party to such proceeding by reason of the fact that
the person is or was a director or officer of Santa Fe (or
served at the request of Santa Fe as a director, officer,
partner, trustee, employee or agent of another corporation or of
a partnership, joint venture, trust or other incorporated or
unincorporated enterprise, including service with respect to
employee benefit plans or trusts), except in relation to matters
as to which any such officer or director shall be adjudged in
such action, suit or proceeding to be liable for gross
negligence or willful misconduct of his or her duties. The
bylaws of Santa Fe further provide that Santa Fe shall
indemnify its past, present and future directors and officers
(and their executors, administrators or other legal
representative) from and against all reasonable expense incurred
by any such person in defending claims made or suits or
proceedings brought against him or her as a director or officer.
Santa Fe shall pay and reimburse such expenses incurred by
any such director or officer in advance of the final disposition
of such proceeding if such person furnishes Santa Fe a
written affirmation of such persons good faith belief that
the person has met the standard of conduct necessary for
indemnification by Santa Fe; such person furnishes
Santa Fe a written undertaking to repay such amount if it
shall ultimately be determined that the person has not met such
standards of conduct; and a determination is made, if required
by the NMBCA, that the facts then known to those making the
determination would not preclude indemnification.
Directors
and Officers Insurance
Under insurance policies maintained by RAI, the directors and
officers of RAI and the other registrants are insured, within
the limits and subject to the limitations of the policies,
against certain expenses in connection with the defense of
actions, suits or proceedings, and certain liabilities which
might be imposed as a result of such actions, suits or
proceedings, to which they are parties by reason of being or
having been such directors or officers, including liabilities
under the Securities Act of 1933, as amended. These insurance
policies are designed to make payments on behalf of RAI and the
other registrants to their directors and officers pursuant to
the indemnification provisions described above as well as with
respect to non-
II-8
indemnifiable claims. These insurance policies maintained by RAI
satisfy its obligations under its indemnification agreements
with directors and officers and under the 2004 business
combination agreement relating to the combination of the
U.S. tobacco business of B&W and RJR Tobacco.
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1
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.1*
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Form of Underwriting Agreement.
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4
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.1
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Indenture dated as of May 31, 2006, by and among Reynolds
American Inc., as issuer, and certain of its subsidiaries as
guarantors, and The Bank of New York Mellon Trust Company, N.A.,
f/k/a The Bank of New York Trust Company, N.A., as trustee
(incorporated by reference to Exhibit 4.1 to Reynolds American
Inc.s Current Report on Form 8-K dated May 31, 2006, and
filed with the Securities and Exchange Commission on June 6,
2006).
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4
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.2
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First Supplemental Indenture, dated September 30, 2006, to
Indenture, dated May 31, 2006, by and among Reynolds American
Inc., as issuer, and certain of its subsidiaries as guarantors,
and The Bank of New York Mellon Trust Company, N.A., f/k/a The
Bank of New York Trust Company, N.A., as trustee (incorporated
by reference to Exhibit 4.1 to Reynolds American Inc.s
Current Report on Form 8-K dated September 30, 2006, and filed
with the Securities and Exchange Commission on October 2, 2006).
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4
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.3
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Second Supplemental Indenture, dated February 6, 2009, to
Indenture, dated May 31, 2006, by and among Reynolds American
Inc., as issuer, and certain of its subsidiaries as guarantors,
and The Bank of New York Mellon Trust Company, N.A., as Trustee
(incorporated by reference to Exhibit 4.21 to Reynolds American
Inc.s Annual Report on Form 10-K for the year ended
December 31, 2008, filed February 23, 2009).
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4
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.4*
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Forms of Debt Securities.
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5
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.1
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Opinion of Kilpatrick Stockton LLP.
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5
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.2
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Opinion of Betzer, Roybal & Eisenberg, P.C.
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12
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.1
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Computation of Ratio of Earnings to Fixed Charges.
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23
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.1
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Consent of Kilpatrick Stockton LLP (included in Exhibit 5.1).
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23
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.2
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Consent of Betzer, Roybal & Eisenberg, P.C. (included
in Exhibit 5.2).
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23
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.3
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Consent of KPMG LLP.
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24
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.1
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Power of Attorney for directors and certain officers of Reynolds
American Inc.
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24
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.2
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Powers of Attorney of the Registrants other than Reynolds
American Inc. (contained on the signature pages).
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25
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.1
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Form T-1 Statement of Eligibility and Qualification under the
Trust Indenture Act of 1939, as amended, of The Bank of New York
Mellon Trust Company, N.A., f/k/a The Bank of New York Trust
Company, N.A., as trustee under Reynolds American Inc.s
Indenture dated May 31, 2006.
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*
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To be filed subsequently with a post-effective amendment to the
registration statement or incorporated herein by reference from
a Current Report on
Form 8-K.
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The undersigned registrants hereby undertake:
(1) To file, during any period in which offers or sales are
being made, a post-effective amendment to this registration
statement:
(i) To include any prospectus required by
Section 10(a)(3) of the Securities Act of 1933, as amended,
referred to as the Securities Act;
(ii) To reflect in the prospectus any facts or events
arising after the effective date of the registration statement
(or the most recent post-effective amendment thereof) which,
individually or in the aggregate, represent a fundamental change
in the information in the registration statement.
Notwithstanding the foregoing, any increase or decrease in the
volume of securities offered (if the total dollar value of
securities offered would not exceed that which was registered)
and any deviation from the low or high end of the estimated
maximum offering range may be reflected in the form of
prospectus filed with the Securities and Exchange Commission
pursuant to Rule 424(b) if, in the
II-9
aggregate, the changes in volume and price represent no more
than 20% change in the maximum aggregate offering price set
forth in the Calculation of Registration Fee table
in the effective registration statement; and
(iii) To include any material information with respect to
the plan of distribution not previously disclosed in the
registration statement or any material change to such
information in the registration statement;
provided, however, that paragraphs (i), (ii) and
(iii) above do not apply if the information required to be
included in a post-effective amendment by those paragraphs is
contained in reports filed with or furnished to the Securities
and Exchange Commission by the registrants pursuant to
Section 13 and Section 15(d) of the Securities
Exchange Act of 1934 that are incorporated by reference in the
registration statement, or is contained in a form of prospectus
filed pursuant to Rule 424(b) that is part of the
registration statement.
(2) That, for the purpose of determining any liability
under the Securities Act, each post-effective amendment shall be
deemed to be a new registration statement relating to the
securities offered therein, and the offering of such securities
in the post-effective amendment at that time shall be deemed to
be the initial bona fide offering thereof.
(3) To remove from registration by means of a
post-effective amendment any of the securities being registered
which remain unsold at the termination of the offering.
(4) That, for the purpose of determining liability under
the Securities Act to any purchaser:
(i) if the registrants are relying on Rule 430B;
(A) each prospectus filed by the registrants pursuant to
Rule 424(b)(3) shall be deemed to be part of the
registration statement as of the date the filed prospectus was
deemed part of and included in the registration
statement; and
(B) each prospectus required to be filed pursuant to Rule
424(b)(2), (b)(5), or (b)(7) as part of a registration statement
in reliance on Rule 430B relating to an offering made
pursuant to Rule 415(a)(1)(i), (vii), or (x) for the
purpose of providing the information required by
section 10(a) of the Securities Act shall be deemed to be
part of and included in the registration statement as of the
earlier of the date such form of prospectus is first used after
effectiveness or the date of the first contract of sale of
securities in the offering described in the prospectus. As
provided in Rule 430B, for liability purposes of the issuer
and any person that is at that date an underwriter, such date
shall be deemed to be a new effective date of the registration
statement relating to the securities in the registration
statement to which that prospectus relates, and the offering of
such securities at that time shall be deemed to be the initial
bona fide
offering thereof. Provided, however, that no
statement made in a registration statement or prospectus that is
part of the registration statement or made in a document
incorporated or deemed incorporated by reference into the
registration statement or prospectus that is part of the
registration statement will, as to a purchaser with a time of
contract of sale prior to such effective date, supersede or
modify any statement that was made in the registration statement
or prospectus that was part of the registration statement or
made in any such document immediately prior to such effective
date; or
(ii) if the registrants are subject to Rule 430C, each
prospectus filed pursuant to Rule 424(b) as part of a
registration statement relating to an offering, other than
registration statements relying on Rule 430B or other than
prospectuses filed in reliance on Rule 430A, shall be deemed to
be part of and included in the registration statement as of the
date it is first used after effectiveness. Provided, however,
that no statement made in a registration statement or prospectus
that is part of the registration statement or made in a document
incorporated or deemed incorporated by reference into the
registration statement or prospectus that is part of the
registration statement will, as to a purchaser with a time of
contract of sale prior to such first use, supersede or modify
any statement that was made in the registration statement or
prospectus that was part of the registration statement or made
in any such document immediately prior to such date of first use.
II-10
(5) That, for the purpose of determining liability of the
registrants under the Securities Act to any purchaser in the
initial distribution of the securities, the undersigned
registrants undertake that in a primary offering of securities
of the undersigned registrants pursuant to this registration
statement, regardless of the underwriting method used to sell
the securities to the purchaser, if the securities are offered
or sold to such purchaser by means of any of the following
communications, the undersigned registrants will be sellers to
the purchaser and will be considered to offer or sell such
securities to such purchaser:
(i) Any preliminary prospectus or prospectus of the
undersigned registrants relating to the offering required to be
filed pursuant to Rule 424;
(ii) Any free writing prospectus relating to the offering
prepared by or on behalf of the undersigned registrants or used
or referred to by the undersigned registrants;
(iii) The portion of any other free writing prospectus
relating to the offering containing material information about
the undersigned registrant or its securities provided by or on
behalf of the undersigned registrants; and
(iv) Any other communication that is an offer in the
offering made by the undersigned registrants to the purchaser.
(6) That, for purposes of determining any liability under
the Securities Act, each filing of RAIs annual report
pursuant to Section 13(a) or 15(d) of the Securities
Exchange Act of 1934 (and, where applicable, each filing of an
employee benefit plans annual report pursuant to
Section 15(d) of the Securities Exchange Act of
1934) that is incorporated by reference in the registration
statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of
the securities at that time shall be deemed to be the initial
bona fide offering thereof.
(7) Insofar as indemnification for liabilities arising
under the Securities Act may be permitted to directors, officers
or controlling persons of the registrants pursuant to the
foregoing provisions, or otherwise, the registrants have been
informed that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as
expressed in the Securities Act and is, therefore,
unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the
registrants of expenses incurred or paid by a director, officer
or controlling person of the registrants in the successful
defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the
securities being registered, the registrants will, unless in the
opinion of its counsel the matter has been settled by
controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is
against public policy as expressed in the Securities Act and
will be governed by the final adjudication of such issue.
(8) Each of the undersigned registrants hereby undertakes
that:
(i) For purposes of determining any liability under the
Securities Act, the information omitted from the form of
prospectus filed as part of this registration statement in
reliance upon Rule 430A and contained in a form of
prospectus filed by the registrant pursuant to
Rule 424(b)(1) or (4) or 497(h) under the Securities
Act shall be deemed to be part of this registration statement as
of the time it was declared effective.
(ii) For the purpose of determining any liability under the
Securities Act, each post-effective amendment that contains a
form of prospectus shall be deemed to be a new registration
statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be
the initial bona fide offering thereof.
(9) The undersigned registrants hereby undertake to file an
application for the purpose of determining the eligibility of
the trustee to act under subsection (a) of Section 310
of the Trust Indenture Act in accordance with the rules and
regulations prescribed by the Commission under
Section 305(b)(2) of the Trust Indenture Act.
II-11
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
registrant certifies that it has reasonable grounds to believe
that it meets all of the requirements for filing on
Form S-3
and has duly caused this registration statement to be signed on
its behalf by the undersigned, thereunto duly authorized, in the
city of Winston-Salem, State of North Carolina, on May 27,
2010.
REYNOLDS AMERICAN INC.
Name: Susan M. Ivey
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|
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Title:
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Chairman of the Board, President and
|
Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, as
amended, this registration statement has been signed by the
following persons in the capacities indicated as of May 27,
2010.
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Signature
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Title
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/s/ Susan
M. Ivey
Susan
M. Ivey
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Chairman of the Board, President, Chief Executive Officer and
Director (Principal Executive Officer)
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/s/ Thomas
R. Adams
Thomas
R. Adams
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Executive Vice President and Chief Financial Officer (Principal
Financial Officer)
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/s/ Frederick
W. Smothers
Frederick
W. Smothers
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Senior Vice President and Chief Accounting Officer (Principal
Accounting Officer)
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*
Betsy
S. Atkins
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Director
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*
Nicandro
Durante
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Director
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*
Martin
D. Feinstein
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Director
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*
Luc
Jobin
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Director
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*
Holly
K. Koeppel
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Director
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*
Nana
Mensah
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Director
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*
Lionel
L. Nowell III
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Director
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II-12
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Signature
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Title
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*
H.G.L.
(Hugo) Powell
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Director
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*
Thomas
C. Wajnert
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Director
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*
Neil
R. Withington
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Director
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*
John
J. Zillmer
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Director
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*By:
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/s/ McDara
P. Folan, III
McDara
P. Folan, III
Attorney-in-Fact
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II-13
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
registrant certifies that it has reasonable grounds to believe
that it meets all of the requirements for filing on
Form S-3
and has duly caused this registration statement to be signed on
its behalf by the undersigned, thereunto duly authorized, in the
city of Winston-Salem, State of North Carolina, on May 27,
2010.
R. J. REYNOLDS TOBACCO COMPANY
Name: Daniel M. Delen
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|
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Title:
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President and Chief Executive Officer
|
POWER OF
ATTORNEY
KNOW ALL MEN BY THESE PRESENTS,
that each person whose
signature appears below hereby constitutes and appoints McDara
P. Folan, III, and Robert A. Emken, Jr., and each of
them acting without the other, as his or her true and lawful
attorneys-in-fact and agents, with full power of substitution
and resubstitution, for and in his or her name, place and stead,
with full power and authority to act in any and all capacities
in connection with a registration statement on
Form S-3
(the
Registration Statement
) relating to the
registration under the Securities Act of 1933, as amended (the
Securities Act
), of the offer and sale of an
indeterminate principal amount or number of debt securities of
the Company, and guarantees of such debt securities by certain
subsidiaries of the Company, including, without limiting the
generality of the foregoing, to execute the Registration
Statement on his or her behalf as a director or officer of the
Company, and any or all amendments or supplements thereto,
including any or all post-effective amendments, whether on
Form S-3
or otherwise, and any new registration statement related
thereto, filed under Rule 462(b) of the Securities Act, and
to file the same, with all exhibits thereto and other documents
in connection therewith, including this power of attorney, with
the Securities and Exchange Commission, granting unto said
attorneys-in-fact and each of them full power and authority to
do and perform each and every act and thing requisite and
necessary to be done or incidental to the performance and
execution of the powers herein expressly granted and that may be
required to enable the Company to comply with the Securities Act
or the Securities Exchange Act of 1934, as amended, and any
rules, regulations or requirements of the Securities and
Exchange Commission in respect thereof, as fully to all intents
and purposes as he or she might or could do in person, hereby
ratifying and confirming all that either said attorney-in-fact
or his substitute or substitutes may lawfully do or cause to be
done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, as
amended, this registration statement has been signed by the
following persons in the capacities indicated as of May 27,
2010.
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|
|
|
|
Signature
|
|
Title
|
|
|
|
|
/s/ Daniel
M. Delen
Daniel
M. Delen
|
|
Chairman of the Board, President,
Chief Executive Officer and Director
(Principal Executive Officer)
|
|
|
|
/s/ Andrew
D. Gilchrist
Andrew
D. Gilchrist
|
|
Executive Vice President,
Chief Financial Officer and Director
(Principal Financial Officer and
Principal Accounting Officer)
|
|
|
|
/s/ Jeffery
S. Gentry
Jeffery
S. Gentry
|
|
Director
|
II-14
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
registrant certifies that it has reasonable grounds to believe
that it meets all of the requirements for filing on
Form S-3
and has duly caused this registration statement to be signed on
its behalf by the undersigned, thereunto duly authorized, in the
city of Winston-Salem, State of North Carolina, on May 27,
2010.
R. J. REYNOLDS TOBACCO CO.
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|
|
|
By:
|
/s/ Nicholas
A. Bumbacco
|
Name: Nicholas A. Bumbacco
POWER OF
ATTORNEY
KNOW ALL MEN BY THESE PRESENTS,
that each person whose
signature appears below hereby constitutes and appoints McDara
P. Folan, III, and Robert A. Emken, Jr., and each of
them acting without the other, as his or her true and lawful
attorneys-in-fact and agents, with full power of substitution
and resubstitution, for and in his or her name, place and stead,
with full power and authority to act in any and all capacities
in connection with a registration statement on
Form S-3
(the
Registration Statement
) relating to the
registration under the Securities Act of 1933, as amended (the
Securities Act
), of the offer and sale of an
indeterminate principal amount or number of debt securities of
the Company, and guarantees of such debt securities by certain
subsidiaries of the Company, including, without limiting the
generality of the foregoing, to execute the Registration
Statement on his or her behalf as a director or officer of the
Company, and any or all amendments or supplements thereto,
including any or all post-effective amendments, whether on
Form S-3
or otherwise, and any new registration statement related
thereto, filed under Rule 462(b) of the Securities Act, and
to file the same, with all exhibits thereto and other documents
in connection therewith, including this power of attorney, with
the Securities and Exchange Commission, granting unto said
attorneys-in-fact and each of them full power and authority to
do and perform each and every act and thing requisite and
necessary to be done or incidental to the performance and
execution of the powers herein expressly granted and that may be
required to enable the Company to comply with the Securities Act
or the Securities Exchange Act of 1934, as amended, and any
rules, regulations or requirements of the Securities and
Exchange Commission in respect thereof, as fully to all intents
and purposes as he or she might or could do in person, hereby
ratifying and confirming all that either said attorney-in-fact
or his substitute or substitutes may lawfully do or cause to be
done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, as
amended, this registration statement has been signed by the
following persons in the capacities indicated as of May 27,
2010.
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|
|
|
|
Signature
|
|
Title
|
|
|
|
|
/s/ Nicholas
A. Bumbacco
Nicholas
A. Bumbacco
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|
President (Principal Executive Officer)
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|
|
|
/s/ Daniel
A. Fawley
Daniel
A. Fawley
|
|
Vice President and Treasurer
(Principal Financial Officer and
Principal Accounting Officer)
|
|
|
|
/s/ McDara
P. Folan, III
McDara
P. Folan, III
|
|
Director
|
II-15
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
registrant certifies that it has reasonable grounds to believe
that it meets all of the requirements for filing on
Form S-3
and has duly caused this registration statement to be signed on
its behalf by the undersigned, thereunto duly authorized, in the
city of Wilmington, State of Delaware, on May 27, 2010.
REYNOLDS FINANCE COMPANY
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|
|
|
By:
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/s/ Caroline
M. Price
|
Name: Caroline M. Price
POWER OF
ATTORNEY
KNOW ALL MEN BY THESE PRESENTS,
that each person whose
signature appears below hereby constitutes and appoints McDara
P. Folan, III, and Robert A. Emken, Jr., and each of
them acting without the other, as his or her true and lawful
attorneys-in-fact and agents, with full power of substitution
and resubstitution, for and in his or her name, place and stead,
with full power and authority to act in any and all capacities
in connection with a registration statement on
Form S-3
(the
Registration Statement
) relating to the
registration under the Securities Act of 1933, as amended (the
Securities Act
), of the offer and sale of an
indeterminate principal amount or number of debt securities of
the Company, and guarantees of such debt securities by certain
subsidiaries of the Company, including, without limiting the
generality of the foregoing, to execute the Registration
Statement on his or her behalf as a director or officer of the
Company, and any or all amendments or supplements thereto,
including any or all post-effective amendments, whether on
Form S-3
or otherwise, and any new registration statement related
thereto, filed under Rule 462(b) of the Securities Act, and
to file the same, with all exhibits thereto and other documents
in connection therewith, including this power of attorney, with
the Securities and Exchange Commission, granting unto said
attorneys-in-fact and each of them full power and authority to
do and perform each and every act and thing requisite and
necessary to be done or incidental to the performance and
execution of the powers herein expressly granted and that may be
required to enable the Company to comply with the Securities Act
or the Securities Exchange Act of 1934, as amended, and any
rules, regulations or requirements of the Securities and
Exchange Commission in respect thereof, as fully to all intents
and purposes as he or she might or could do in person, hereby
ratifying and confirming all that either said attorney-in-fact
or his substitute or substitutes may lawfully do or cause to be
done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, as
amended, this registration statement has been signed by the
following persons in the capacities indicated as of May 27,
2010.
|
|
|
|
|
Signature
|
|
Title
|
|
|
|
|
/s/ Caroline
M. Price
Caroline
M. Price
|
|
President and Director (Principal Executive Officer)
|
|
|
|
/s/ Kathryn
A. Premo
Kathryn
A. Premo
|
|
Treasurer and Director (Principal Financial Officer)
|
|
|
|
/s/ Barbara
J. Aldridge
Barbara
J. Aldridge
|
|
Vice President and Director (Principal Accounting Officer)
|
II-16
|
|
|
|
|
Signature
|
|
Title
|
|
|
|
|
/s/ Donald
J. Puglisi
Donald
J. Puglisi
|
|
Director
|
|
|
|
/s/ Gordon
W. Stewart
Gordon
W. Stewart
|
|
Director
|
II-17
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
registrant certifies that it has reasonable grounds to believe
that it meets all of the requirements for filing on
Form S-3
and has duly caused this registration statement to be signed on
its behalf by the undersigned, thereunto duly authorized, in the
city of Winston-Salem, State of North Carolina, on May 20,
2010.
REYNOLDS INNOVATIONS INC.
Name: David A. Shirlen
POWER OF
ATTORNEY
KNOW ALL MEN BY THESE PRESENTS,
that each person whose
signature appears below hereby constitutes and appoints McDara
P. Folan, III, and Robert A. Emken, Jr., and each of
them acting without the other, as his or her true and lawful
attorneys-in-fact and agents, with full power of substitution
and resubstitution, for and in his or her name, place and stead,
with full power and authority to act in any and all capacities
in connection with a registration statement on
Form S-3
(the
Registration Statement
) relating to the
registration under the Securities Act of 1933, as amended (the
Securities Act
), of the offer and sale of an
indeterminate principal amount or number of debt securities of
the Company, and guarantees of such debt securities by certain
subsidiaries of the Company, including, without limiting the
generality of the foregoing, to execute the Registration
Statement on his or her behalf as a director or officer of the
Company, and any or all amendments or supplements thereto,
including any or all post-effective amendments, whether on
Form S-3
or otherwise, and any new registration statement related
thereto, filed under Rule 462(b) of the Securities Act, and
to file the same, with all exhibits thereto and other documents
in connection therewith, including this power of attorney, with
the Securities and Exchange Commission, granting unto said
attorneys-in-fact and each of them full power and authority to
do and perform each and every act and thing requisite and
necessary to be done or incidental to the performance and
execution of the powers herein expressly granted and that may be
required to enable the Company to comply with the Securities Act
or the Securities Exchange Act of 1934, as amended, and any
rules, regulations or requirements of the Securities and
Exchange Commission in respect thereof, as fully to all intents
and purposes as he or she might or could do in person, hereby
ratifying and confirming all that either said attorney-in-fact
or his substitute or substitutes may lawfully do or cause to be
done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, as
amended, this registration statement has been signed by the
following persons in the capacities indicated as of May 20,
2010.
|
|
|
|
|
Signature
|
|
Title
|
|
|
|
|
/s/ David
A. Shirlen
David
A. Shirlen
|
|
President and Director (Principal Executive Officer)
|
|
|
|
/s/ Daniel
A. Fawley
Daniel
A. Fawley
|
|
Treasurer (Principal Financial Officer and Principal Accounting
Officer)
|
|
|
|
/s/ McDara
P. Folan, III
McDara
P. Folan, III
|
|
Director
|
|
|
|
/s/ Randel
S. Springer
Randel
S. Springer
|
|
Director
|
II-18
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
registrant certifies that it has reasonable grounds to believe
that it meets all of the requirements for filing on
Form S-3
and has duly caused this registration statement to be signed on
its behalf by the undersigned, thereunto duly authorized, in the
city of Winston-Salem, State of North Carolina, on May 27,
2010.
LANE, LIMITED
Name: Phillip N. Gee
POWER OF
ATTORNEY
KNOW ALL MEN BY THESE PRESENTS,
that each person whose
signature appears below hereby constitutes and appoints McDara
P. Folan, III, and Robert A. Emken, Jr., and each of
them acting without the other, as his or her true and lawful
attorneys-in-fact and agents, with full power of substitution
and resubstitution, for and in his or her name, place and stead,
with full power and authority to act in any and all capacities
in connection with a registration statement on
Form S-3
(the
Registration Statement
) relating to the
registration under the Securities Act of 1933, as amended (the
Securities Act
), of the offer and sale of an
indeterminate principal amount or number of debt securities of
the Company, and guarantees of such debt securities by certain
subsidiaries of the Company, including, without limiting the
generality of the foregoing, to execute the Registration
Statement on his or her behalf as a director or officer of the
Company, and any or all amendments or supplements thereto,
including any or all post-effective amendments, whether on
Form S-3
or otherwise, and any new registration statement related
thereto, filed under Rule 462(b) of the Securities Act, and
to file the same, with all exhibits thereto and other documents
in connection therewith, including this power of attorney, with
the Securities and Exchange Commission, granting unto said
attorneys-in-fact and each of them full power and authority to
do and perform each and every act and thing requisite and
necessary to be done or incidental to the performance and
execution of the powers herein expressly granted and that may be
required to enable the Company to comply with the Securities Act
or the Securities Exchange Act of 1934, as amended, and any
rules, regulations or requirements of the Securities and
Exchange Commission in respect thereof, as fully to all intents
and purposes as he or she might or could do in person, hereby
ratifying and confirming all that either said attorney-in-fact
or his substitute or substitutes may lawfully do or cause to be
done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, as
amended, this registration statement has been signed by the
following persons in the capacities indicated as of May 27,
2010.
|
|
|
|
|
Signature
|
|
Title
|
|
|
|
|
/s/ Phillip
N. Gee
Phillip
N. Gee
|
|
President (Principal Executive Officer)
|
|
|
|
/s/ Michael
D. Flaherty
Michael
D. Flaherty
|
|
Vice President-Finance, Treasurer and Assistant Secretary
(Principal Financial Officer and Principal Accounting Officer)
|
|
|
|
/s/ Robert
H. Krauch
Robert
H. Krauch
|
|
Director
|
II-19
|
|
|
|
|
Signature
|
|
Title
|
|
|
|
|
/s/ Ricky
L. King
Ricky
L. King
|
|
Director
|
|
|
|
/s/ Bryan
K. Stockdale
Bryan
K. Stockdale
|
|
Director
|
|
|
|
/s/ John
S. Wilson, III
John
S. Wilson, III
|
|
Director
|
II-20
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
registrant certifies that it has reasonable grounds to believe
that it meets all of the requirements for filing on
Form S-3
and has duly caused this registration statement to be signed on
its behalf by the undersigned, thereunto duly authorized, in the
city of Winston-Salem, State of North Carolina, on May 27,
2010.
SANTA FE NATURAL TOBACCO COMPANY, INC.
|
|
|
|
By:
|
/s/ Nicholas
A. Bumbacco
|
Name: Nicholas A. Bumbacco
|
|
|
|
Title:
|
President and Chief Executive Officer
|
POWER OF
ATTORNEY
KNOW ALL MEN BY THESE PRESENTS,
that each person whose
signature appears below hereby constitutes and appoints McDara
P. Folan, III, and Robert A. Emken, Jr., and each of
them acting without the other, as his or her true and lawful
attorneys-in-fact and agents, with full power of substitution
and resubstitution, for and in his or her name, place and stead,
with full power and authority to act in any and all capacities
in connection with a registration statement on
Form S-3
(the
Registration Statement
) relating to the
registration under the Securities Act of 1933, as amended (the
Securities Act
), of the offer and sale of an
indeterminate principal amount or number of debt securities of
the Company, and guarantees of such debt securities by certain
subsidiaries of the Company, including, without limiting the
generality of the foregoing, to execute the Registration
Statement on his or her behalf as a director or officer of the
Company, and any or all amendments or supplements thereto,
including any or all post-effective amendments, whether on
Form S-3
or otherwise, and any new registration statement related
thereto, filed under Rule 462(b) of the Securities Act, and
to file the same, with all exhibits thereto and other documents
in connection therewith, including this power of attorney, with
the Securities and Exchange Commission, granting unto said
attorneys-in-fact and each of them full power and authority to
do and perform each and every act and thing requisite and
necessary to be done or incidental to the performance and
execution of the powers herein expressly granted and that may be
required to enable the Company to comply with the Securities Act
or the Securities Exchange Act of 1934, as amended, and any
rules, regulations or requirements of the Securities and
Exchange Commission in respect thereof, as fully to all intents
and purposes as he or she might or could do in person, hereby
ratifying and confirming all that either said attorney-in-fact
or his substitute or substitutes may lawfully do or cause to be
done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, as
amended, this registration statement has been signed by the
following persons in the capacities indicated as of May 27,
2010.
|
|
|
|
|
Signature
|
|
Title
|
|
|
|
|
/s/ Nicholas
A. Bumbacco
Nicholas
A. Bumbacco
|
|
President and Chief Executive Officer
(Principal Executive Officer)
|
|
|
|
/s/ John
E. Franzino
John
E. Franzino
|
|
Senior Vice President-Finance and Accounting,
Chief Financial Officer, Treasurer and Director
(Principal Financial Officer and Principal Accounting Officer)
|
|
|
|
/s/ Susanne
R. Farr
Susanne
R. Farr
|
|
Director
|
II-21
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
registrant certifies that it has reasonable grounds to believe
that it meets all of the requirements for filing on
Form S-3
and has duly caused this registration statement to be signed on
its behalf by the undersigned, thereunto duly authorized, in the
city of Winston-Salem, State of North Carolina, on May 27,
2010.
ROSSWIL LLC
Name: Wiley D. Street
POWER OF
ATTORNEY
KNOW ALL MEN BY THESE PRESENTS,
that each person whose
signature appears below hereby constitutes and appoints McDara
P. Folan, III, and Robert A. Emken, Jr., and each of
them acting without the other, as his or her true and lawful
attorneys-in-fact and agents, with full power of substitution
and resubstitution, for and in his or her name, place and stead,
with full power and authority to act in any and all capacities
in connection with a registration statement on
Form S-3
(the
Registration Statement
) relating to the
registration under the Securities Act of 1933, as amended (the
Securities Act
), of the offer and sale of an
indeterminate principal amount or number of debt securities of
the Company, and guarantees of such debt securities by certain
subsidiaries of the Company, including, without limiting the
generality of the foregoing, to execute the Registration
Statement on his or her behalf as a director or officer of the
Company, and any or all amendments or supplements thereto,
including any or all post-effective amendments, whether on
Form S-3
or otherwise, and any new registration statement related
thereto, filed under Rule 462(b) of the Securities Act, and
to file the same, with all exhibits thereto and other documents
in connection therewith, including this power of attorney, with
the Securities and Exchange Commission, granting unto said
attorneys-in-fact and each of them full power and authority to
do and perform each and every act and thing requisite and
necessary to be done or incidental to the performance and
execution of the powers herein expressly granted and that may be
required to enable the Company to comply with the Securities Act
or the Securities Exchange Act of 1934, as amended, and any
rules, regulations or requirements of the Securities and
Exchange Commission in respect thereof, as fully to all intents
and purposes as he or she might or could do in person, hereby
ratifying and confirming all that either said attorney-in-fact
or his substitute or substitutes may lawfully do or cause to be
done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, as
amended, this registration statement has been signed by the
following persons in the capacities indicated as of May 27,
2010.
|
|
|
|
|
Signature
|
|
Title
|
|
|
|
|
/s/ Wiley
D. Street
Wiley
D. Street
|
|
President (Principal Executive Officer)
|
|
|
|
/s/ Daniel
A. Fawley
Daniel
A. Fawley
|
|
Vice President, Treasurer and Manager (Principal Financial
Officer and Principal Accounting Officer)
|
|
|
|
/s/ McDara
P. Folan, III
McDara
P. Folan, III
|
|
Manager
|
II-22
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
registrant certifies that it has reasonable grounds to believe
that it meets all of the requirements for filing on
Form S-3
and has duly caused this registration statement to be signed on
its behalf by the undersigned, thereunto duly authorized, in the
city of Winston-Salem, State of North Carolina, on May 27,
2010.
AMERICAN SNUFF COMPANY, LLC
|
|
|
|
By:
|
/s/ Bryan
K. Stockdale
|
Name: Bryan K. Stockdale
|
|
|
|
Title:
|
President and Chief Executive Officer
|
POWER OF
ATTORNEY
KNOW ALL MEN BY THESE PRESENTS,
that each person whose
signature appears below hereby constitutes and appoints McDara
P. Folan, III, and Robert A. Emken, Jr., and each of
them acting without the other, as his or her true and lawful
attorneys-in-fact and agents, with full power of substitution
and resubstitution, for and in his or her name, place and stead,
with full power and authority to act in any and all capacities
in connection with a registration statement on
Form S-3
(the
Registration Statement
) relating to the
registration under the Securities Act of 1933, as amended (the
Securities Act
), of the offer and sale of an
indeterminate principal amount or number of debt securities of
the Company, and guarantees of such debt securities by certain
subsidiaries of the Company, including, without limiting the
generality of the foregoing, to execute the Registration
Statement on his or her behalf as a director or officer of the
Company, and any or all amendments or supplements thereto,
including any or all post-effective amendments, whether on
Form S-3
or otherwise, and any new registration statement related
thereto, filed under Rule 462(b) of the Securities Act, and
to file the same, with all exhibits thereto and other documents
in connection therewith, including this power of attorney, with
the Securities and Exchange Commission, granting unto said
attorneys-in-fact and each of them full power and authority to
do and perform each and every act and thing requisite and
necessary to be done or incidental to the performance and
execution of the powers herein expressly granted and that may be
required to enable the Company to comply with the Securities Act
or the Securities Exchange Act of 1934, as amended, and any
rules, regulations or requirements of the Securities and
Exchange Commission in respect thereof, as fully to all intents
and purposes as he or she might or could do in person, hereby
ratifying and confirming all that either said attorney-in-fact
or his substitute or substitutes may lawfully do or cause to be
done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, as
amended, this registration statement has been signed by the
following persons in the capacities indicated as of May 27,
2010.
|
|
|
|
|
Signature
|
|
Title
|
|
|
|
|
/s/ Bryan
K. Stockdale
Bryan
K. Stockdale
|
|
President, Chief Executive Officer and Manager (Principal
Executive Officer)
|
|
|
|
/s/ Michael
D. Flaherty
Michael
D. Flaherty
|
|
Vice President, Chief Financial Officer and Manager (Principal
Financial Officer and Principal Accounting Officer)
|
|
|
|
/s/ Wiley
D. Street
Wiley
D. Street
|
|
Manager
|
|
|
|
/s/ John
S. Wilson, III
John
S. Wilson, III
|
|
Manager
|
II-23
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
registrant certifies that it has reasonable grounds to believe
that it meets all of the requirements for filing on
Form S-3
and has duly caused this registration statement to be signed on
its behalf by the undersigned, thereunto duly authorized, in the
city of Winston-Salem, State of North Carolina, on May 27,
2010.
CONWOOD HOLDINGS, INC.
|
|
|
|
By:
|
/s/ McDara
P. Folan, III
|
Name: McDara P. Folan, III
POWER OF
ATTORNEY
KNOW ALL MEN BY THESE PRESENTS,
that each person whose
signature appears below hereby constitutes and appoints McDara
P. Folan, III, and Robert A. Emken, Jr., and each of
them acting without the other, as his or her true and lawful
attorneys-in-fact and agents, with full power of substitution
and resubstitution, for and in his or her name, place and stead,
with full power and authority to act in any and all capacities
in connection with a registration statement on
Form S-3
(the
Registration Statement
) relating to the
registration under the Securities Act of 1933, as amended (the
Securities Act
), of the offer and sale of an
indeterminate principal amount or number of debt securities of
the Company, and guarantees of such debt securities by certain
subsidiaries of the Company, including, without limiting the
generality of the foregoing, to execute the Registration
Statement on his or her behalf as a director or officer of the
Company, and any or all amendments or supplements thereto,
including any or all post-effective amendments, whether on
Form S-3
or otherwise, and any new registration statement related
thereto, filed under Rule 462(b) of the Securities Act, and
to file the same, with all exhibits thereto and other documents
in connection therewith, including this power of attorney, with
the Securities and Exchange Commission, granting unto said
attorneys-in-fact and each of them full power and authority to
do and perform each and every act and thing requisite and
necessary to be done or incidental to the performance and
execution of the powers herein expressly granted and that may be
required to enable the Company to comply with the Securities Act
or the Securities Exchange Act of 1934, as amended, and any
rules, regulations or requirements of the Securities and
Exchange Commission in respect thereof, as fully to all intents
and purposes as he or she might or could do in person, hereby
ratifying and confirming all that either said attorney-in-fact
or his substitute or substitutes may lawfully do or cause to be
done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, as
amended, this registration statement has been signed by the
following persons in the capacities indicated as of May 27,
2010.
|
|
|
|
|
Signature
|
|
Title
|
|
|
|
|
/s/ McDara
P. Folan, III
McDara
P. Folan, III
|
|
President and Director (Principal Executive Officer)
|
|
|
|
/s/ Daniel
A. Fawley
Daniel
A. Fawley
|
|
Vice President, Treasurer and Director (Principal Financial
Officer and Principal Accounting Officer)
|
II-24
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
registrant certifies that it has reasonable grounds to believe
that it meets all of the requirements for filing on
Form S-3
and has duly caused this registration statement to be signed on
its behalf by the undersigned, thereunto duly authorized, in the
city of Winston-Salem, State of North Carolina, on May 27,
2010.
R.J. REYNOLDS TOBACCO HOLDINGS, INC.
Name: Thomas R. Adams
POWER OF
ATTORNEY
KNOW ALL MEN BY THESE PRESENTS,
that each person whose
signature appears below hereby constitutes and appoints McDara
P. Folan, III, and Robert A. Emken, Jr., and each of
them acting without the other, as his or her true and lawful
attorneys-in-fact and agents, with full power of substitution
and resubstitution, for and in his or her name, place and stead,
with full power and authority to act in any and all capacities
in connection with a registration statement on
Form S-3
(the
Registration Statement
) relating to the
registration under the Securities Act of 1933, as amended (the
Securities Act
), of the offer and sale of an
indeterminate principal amount or number of debt securities of
the Company, and guarantees of such debt securities by certain
subsidiaries of the Company, including, without limiting the
generality of the foregoing, to execute the Registration
Statement on his or her behalf as a director or officer of the
Company, and any or all amendments or supplements thereto,
including any or all post-effective amendments, whether on
Form S-3
or otherwise, and any new registration statement related
thereto, filed under Rule 462(b) of the Securities Act, and
to file the same, with all exhibits thereto and other documents
in connection therewith, including this power of attorney, with
the Securities and Exchange Commission, granting unto said
attorneys-in-fact and each of them full power and authority to
do and perform each and every act and thing requisite and
necessary to be done or incidental to the performance and
execution of the powers herein expressly granted and that may be
required to enable the Company to comply with the Securities Act
or the Securities Exchange Act of 1934, as amended, and any
rules, regulations or requirements of the Securities and
Exchange Commission in respect thereof, as fully to all intents
and purposes as he or she might or could do in person, hereby
ratifying and confirming all that either said attorney-in-fact
or his substitute or substitutes may lawfully do or cause to be
done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, as
amended, this registration statement has been signed by the
following persons in the capacities indicated as of May 27,
2010.
|
|
|
|
|
Signature
|
|
Title
|
|
|
|
|
/s/ Thomas
R. Adams
Thomas
R. Adams
|
|
President (Principal Executive Officer)
|
|
|
|
/s/ Daniel
A. Fawley
Daniel
A. Fawley
|
|
Senior Vice President, Treasurer and Director (Principal
Financial Officer and Principal Accounting Officer)
|
|
|
|
/s/ McDara
P. Folan, III
McDara
P. Folan, III
|
|
Director
|
II-25
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
registrant certifies that it has reasonable grounds to believe
that it meets all of the requirements for filing on
Form S-3
and has duly caused this registration statement to be signed on
its behalf by the undersigned, thereunto duly authorized, in the
city of Winston-Salem, State of North Carolina, on May 27,
2010.
R. J. REYNOLDS GLOBAL PRODUCTS, INC.
|
|
|
|
By:
|
/s/ Nicholas
A. Bumbacco
|
Name: Nicholas A. Bumbacco
POWER OF
ATTORNEY
KNOW ALL MEN BY THESE PRESENTS,
that each person whose
signature appears below hereby constitutes and appoints McDara
P. Folan, III, and Robert A. Emken, Jr., and each of
them acting without the other, as his or her true and lawful
attorneys-in-fact and agents, with full power of substitution
and resubstitution, for and in his or her name, place and stead,
with full power and authority to act in any and all capacities
in connection with a registration statement on
Form S-3
(the
Registration Statement
) relating to the
registration under the Securities Act of 1933, as amended (the
Securities Act
), of the offer and sale of an
indeterminate principal amount or number of debt securities of
the Company, and guarantees of such debt securities by certain
subsidiaries of the Company, including, without limiting the
generality of the foregoing, to execute the Registration
Statement on his or her behalf as a director or officer of the
Company, and any or all amendments or supplements thereto,
including any or all post-effective amendments, whether on
Form S-3
or otherwise, and any new registration statement related
thereto, filed under Rule 462(b) of the Securities Act, and
to file the same, with all exhibits thereto and other documents
in connection therewith, including this power of attorney, with
the Securities and Exchange Commission, granting unto said
attorneys-in-fact and each of them full power and authority to
do and perform each and every act and thing requisite and
necessary to be done or incidental to the performance and
execution of the powers herein expressly granted and that may be
required to enable the Company to comply with the Securities Act
or the Securities Exchange Act of 1934, as amended, and any
rules, regulations or requirements of the Securities and
Exchange Commission in respect thereof, as fully to all intents
and purposes as he or she might or could do in person, hereby
ratifying and confirming all that either said attorney-in-fact
or his substitute or substitutes may lawfully do or cause to be
done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, as
amended, this registration statement has been signed by the
following persons in the capacities indicated as of May 27,
2010.
|
|
|
|
|
Signature
|
|
Title
|
|
|
|
|
/s/ Nicholas
A. Bumbacco
Nicholas
A. Bumbacco
|
|
President and Director (Principal Executive Officer)
|
|
|
|
/s/ Daniel
A. Fawley
Daniel
A. Fawley
|
|
Vice President, Treasurer and Director (Principal Financial
Officer and Principal Accounting Officer
)
|
|
|
|
/s/ McDara
P. Folan, III
McDara
P. Folan, III
|
|
Director
|
II-26
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
registrant certifies that it has reasonable grounds to believe
that it meets all of the requirements for filing on
Form S-3
and has duly caused this registration statement to be signed on
its behalf by the undersigned, thereunto duly authorized, in the
city of Winston-Salem, State of North Carolina, on May 27,
2010.
RAI SERVICES COMPANY
Name: Susan M. Ivey
POWER OF
ATTORNEY
KNOW ALL MEN BY THESE PRESENTS,
that each person whose
signature appears below hereby constitutes and appoints McDara
P. Folan, III, and Robert A. Emken, Jr., and each of
them acting without the other, as his or her true and lawful
attorneys-in-fact and agents, with full power of substitution
and resubstitution, for and in his or her name, place and stead,
with full power and authority to act in any and all capacities
in connection with a registration statement on
Form S-3
(the
Registration Statement
) relating to the
registration under the Securities Act of 1933, as amended (the
Securities Act
), of the offer and sale of an
indeterminate principal amount or number of debt securities of
the Company, and guarantees of such debt securities by certain
subsidiaries of the Company, including, without limiting the
generality of the foregoing, to execute the Registration
Statement on his or her behalf as a director or officer of the
Company, and any or all amendments or supplements thereto,
including any or all post-effective amendments, whether on
Form S-3
or otherwise, and any new registration statement related
thereto, filed under Rule 462(b) of the Securities Act, and
to file the same, with all exhibits thereto and other documents
in connection therewith, including this power of attorney, with
the Securities and Exchange Commission, granting unto said
attorneys-in-fact and each of them full power and authority to
do and perform each and every act and thing requisite and
necessary to be done or incidental to the performance and
execution of the powers herein expressly granted and that may be
required to enable the Company to comply with the Securities Act
or the Securities Exchange Act of 1934, as amended, and any
rules, regulations or requirements of the Securities and
Exchange Commission in respect thereof, as fully to all intents
and purposes as he or she might or could do in person, hereby
ratifying and confirming all that either said attorney-in-fact
or his substitute or substitutes may lawfully do or cause to be
done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, as
amended, this registration statement has been signed by the
following persons in the capacities indicated as of May 27,
2010.
|
|
|
|
|
Signature
|
|
Title
|
|
|
|
|
/s/ Susan
M. Ivey
Susan
M. Ivey
|
|
President (Principal Executive Officer)
|
|
|
|
/s/ Thomas
R. Adams
Thomas
R. Adams
|
|
Executive Vice President, Chief Financial Officer and Director
(Principal Financial Officer)
|
|
|
|
/s/ Frederick
W. Smothers
Frederick
W. Smothers
|
|
Senior Vice President and Chief Accounting Officer (Principal
Accounting Officer)
|
II-27
|
|
|
|
|
Signature
|
|
Title
|
|
|
|
|
/s/ Lisa
J. Caldwell
Lisa
J. Caldwell
|
|
Director
|
|
|
|
/s/ E.
Julia Lambeth
E.
Julia Lambeth
|
|
Director
|
II-28
EXHIBIT INDEX
|
|
|
|
|
|
1
|
.1*
|
|
Form of Underwriting Agreement.
|
|
4
|
.1
|
|
Indenture dated as of May 31, 2006, by and among Reynolds
American Inc., as issuer, and certain of its subsidiaries as
guarantors, and The Bank of New York Mellon Trust Company, N.A.,
f/k/a The Bank of New York Trust Company, N.A., as trustee
(incorporated by reference to Exhibit 4.1 to Reynolds American
Inc.s Current Report on Form 8-K dated May 31, 2006, and
filed with the Securities and Exchange Commission on June 6,
2006).
|
|
4
|
.2
|
|
First Supplemental Indenture, dated September 30, 2006, to
Indenture, dated May 31, 2006, by and among Reynolds American
Inc., as issuer, and certain of its subsidiaries as guarantors,
and The Bank of New York Mellon Trust Company, N.A., f/k/a The
Bank of New York Trust Company, N.A., as trustee (incorporated
by reference to Exhibit 4.1 to Reynolds American Inc.s
Current Report on Form 8-K dated September 30, 2006, and filed
with the Securities and Exchange Commission on October 2, 2006).
|
|
4
|
.3
|
|
Second Supplemental Indenture, dated February 6, 2009, to
Indenture, dated May 31, 2006, by and among Reynolds American
Inc., as issuer, and certain of its subsidiaries as guarantors,
and The Bank of New York Mellon Trust Company, N.A., as Trustee
(incorporated by reference to Exhibit 4.21 to Reynolds American
Inc.s Annual Report on Form 10-K for the year ended
December 31, 2008, filed February 23, 2009).
|
|
4
|
.4*
|
|
Forms of Debt Securities.
|
|
5
|
.1
|
|
Opinion of Kilpatrick Stockton LLP.
|
|
5
|
.2
|
|
Opinion of Betzer, Roybal & Eisenberg, P.C.
|
|
12
|
.1
|
|
Computation of Ratio of Earnings to Fixed Charges.
|
|
23
|
.1
|
|
Consent of Kilpatrick Stockton LLP (included in Exhibit 5.1).
|
|
23
|
.2
|
|
Consent of Betzer, Roybal & Eisenberg, P.C. (included
in Exhibit 5.2).
|
|
23
|
.3
|
|
Consent of KPMG LLP.
|
|
24
|
.1
|
|
Power of Attorney for directors and certain officers of Reynolds
American Inc.
|
|
24
|
.2
|
|
Powers of Attorney of the Registrants other than Reynolds
American Inc. (contained on the signature pages).
|
|
25
|
.1
|
|
Form T-1 Statement of Eligibility and Qualification under the
Trust Indenture Act of 1939, as amended, of The Bank of New York
Mellon Trust Company, N.A., f/k/a The Bank of New York Trust
Company, N.A., as trustee under Reynolds American Inc.s
Indenture dated May 31, 2006.
|
|
|
|
*
|
|
To be filed subsequently with a post-effective amendment to the
registration statement or incorporated herein by reference from
a Current Report on
Form 8-K.
|
II-29
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