-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, H3vMcsXbmTEiaXDlT7ikYPbOs2CHnC6zMN9aIIahSZ91f4gtgszTikyZUfDqmlGu Q/nrDvF2iUGRWUnMtN7gnw== 0000950144-04-002768.txt : 20040318 0000950144-04-002768.hdr.sgml : 20040318 20040318172153 ACCESSION NUMBER: 0000950144-04-002768 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20040318 GROUP MEMBERS: INVESCO NORTH AMERICAN HOLDINGS, INC. SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: RJ REYNOLDS TOBACCO HOLDINGS INC CENTRAL INDEX KEY: 0000083612 STANDARD INDUSTRIAL CLASSIFICATION: CIGARETTES [2111] IRS NUMBER: 560950247 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-30736 FILM NUMBER: 04678400 BUSINESS ADDRESS: STREET 1: 401 NORTH MAIN STREET CITY: WINSTON-SALEM STATE: NC ZIP: 27102 BUSINESS PHONE: 336-741-5500 MAIL ADDRESS: STREET 1: 401 NORTH MAIN STREET CITY: WINSTON SALEM STATE: NC ZIP: 27102 FORMER COMPANY: FORMER CONFORMED NAME: RJR NABISCO INC DATE OF NAME CHANGE: 19920703 FORMER COMPANY: FORMER CONFORMED NAME: REYNOLDS R J INDUSTRIES INC DATE OF NAME CHANGE: 19860501 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: INVESCO ASSET MANAGEMENT LTD CENTRAL INDEX KEY: 0001113957 IRS NUMBER: 510264787 FILING VALUES: FORM TYPE: SC 13G/A BUSINESS ADDRESS: STREET 1: 1315 PEACHTREE ST N E STREET 2: C/O INVESCO CAPITAL MANAGEMENT INC CITY: ATLANTA STATE: GA ZIP: 30309 BUSINESS PHONE: 4048920897 MAIL ADDRESS: STREET 1: 1315 PEACHTREE STREET, NE STREET 2: C/O INVESCO CAPITAL MANAGEMENT INC CITY: ATLANTA STATE: GA ZIP: 30309 SC 13G/A 1 g87910msc13gza.htm INVESCO ASSET MGMT LTD./R. J. REYNOLDS INVESCO ASSET MGMT LTD./R. J. REYNOLDS
 

         
    OMB APPROVAL
   
    OMB Number:   3235-0145
    Expires:   December 31, 2005
    Estimated average burden
hours per response		 11

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13G

Under the Securities Exchange Act of 1934
(Amendment No. 1)*

R.J. Reynolds
(Name of Issuer)

Common Stock
(Title of Class of Securities)

7618K105
(CUSIP Number)

December 31, 2003
(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

     
x Rule 13d-1(b)
o Rule 13d-1(c)
o Rule 13d-1(d)

*  The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.

The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.

SEC 1745 (12-02)

 

     
CUSIP No. 7618K105

  1. Names of Reporting Persons.
I.R.S. Identification Nos. of above persons (entities only).

INVESCO North American Holdings, Inc.
IRS # 51-0264787

  2. Check the Appropriate Box if a Member of a Group (See Instructions)

     (a)   o

     (b)   þ

  3. SEC Use Only

  4. Citizenship or Place of Organization

State of Delaware, USA

  5.   Sole Voting Power
     
    0
Number of   6.   Shared Voting Power
Shares     40,150
Beneficially      
Owned by Each   7.   Sole Dispositive Power
Reporting    
0
Person    
With:   8.   Shared Dispositive Power
   
9,392,190
  9. Aggregate Amount Beneficially Owned by Each Reporting Person

9,392,190

  10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)
 

  11. Percent of Class Represented by Amount In Row (9)

11.10%

  12. Type of Reporting Person (See Instructions)

HC

 

 

     
CUSIP No. 7618K105

  1. Names of Reporting Persons.
I.R.S. Identification Nos. of above persons (entities only).

INVESCO Asset Management Limited

  2. Check the Appropriate Box if a Member of a Group (See Instructions)

     (a)   o

     (b)   þ

  3. SEC Use Only

  4. Citizenship or Place of Organization

United Kingdom

  5.   Sole Voting Power
     
    0
Number of   6.   Shared Voting Power
Shares    
9,352,040
Beneficially      
Owned by Each   7.   Sole Dispositive Power
Reporting    
0
Person    
With:   8.   Shared Dispositive Power
   
9,392,190
  9. Aggregate Amount Beneficially Owned by Each Reporting Person

9,392,190

  10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)
 

  11. Percent of Class Represented by Amount In Row (9)

11.1%

  12. Type of Reporting Person (See Instructions)

IA

 

 

     
Item 1(a)   Name of Issuer:
     
    R.J. Reynolds
     
(b)   Address of Issuer’s Principal Executive Offices:
     
    401 North Main Street Winston-Salem, NC 27102
     
Item 2(a)   Name of Person Filing:
     
    (i) INVESCO North American Holdings, Inc.
     
    (ii) INVESCO Asset Management Limited
     
(b)   Address of Principal Business Office or, if none, residence of filing person:
     
    (i) 4350 South Monaco Street, Denver, CO 80237
     
    (ii) 30 Finsbury Square, London United Kingdom EC2A 1AG
     
(c)   Citizenship of filing person:
     
    (i) State of Delaware, USA
     
    (ii) United Kingdom
     
(d)   Title of Classes of Securities:
     
    Common Stock
     
(e)   CUSIP Numbers: 76182K105

Item 3.

     The reporting persons are:

  (i)   INVESCO North American Holdings, Inc. a parent holding company in accordance with Reg. 240.13d-1-(b)(1)-(ii)-(G)

  (ii)   INVESCO Asset Management Limited, an investment adviser in accordance with Reg. 240.13d-1-(b)(1)-(ii)-(E)

 

 

Item 4. Ownership.

INVESCO North American Holdings, Inc. (“INAH”) is a holding company many of whose direct and indirect wholly owned subsidiaries engage in investment advisory services for investment companies and other clients. INAH is reporting solely on behalf of the subsidiaries listed on Exhibit 1 (the “INAH Subsidiaries”) and not on behalf of other subsidiaries who may file separately on Schedule 13G. INVESCO Asset Management Limited (“IAML”) is an investment adviser that is affiliated with INAH. Both INAH and IAML are indirect wholly owned subsidiaries of AMVESCAP PLC.

The INAH Subsidiaries exercise voting power with respect to securities over which they have investment discretion jointly but exercise dispositive power with respect to such securities independently of each other. Additionally, the INAH subsidiaries, on the one hand, and IAML, on the other, exercise voting and dispositive power independently of each other. Notwithstanding the foregoing, pursuant to Securities Exchange Act Release No. 34-39538 (January 12, 1998), INAH and IAML believe that attribution of the securities over which the INAH Subsidiaries and IAML have investment discretion should be reported on an aggregated basis for purposes of this Schedule 13G.

  (a)   Amount Beneficially Owned:  9,392,190

  (b)   Percent of Class:  11.1%

  (c)   Number of shares as to which such person has

     
(i)   sole power to vote or to direct the vote:  0
(ii)   shared power to vote or to direct the vote:
    a.      INAH  40,150
    b.      IAML  9,352,040
(iii)   sole power to dispose or to direct the disposition of:  0
(iv)   shared power to dispose or to direct the disposition of:
    a.     INAH  9,392,190
    b.     IAML  9,392,190

 

 

Item 5.   Ownership of Five Percent or Less of a Class.

           Not applicable.

Item 6.   Ownership of More than Five Percent on Behalf of Another Person.

           Not applicable

Item 7.   Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By
the Parent Holding Company.

           See Attached Exhibit 1

Item 8.   Identification and Classification of Members of the Group.

           Not applicable.

Item 9.   Notice of Dissolution of a Group.

           Not applicable.

Item 10. Certification.

     By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.

 

 

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information in this statement is true, complete and correct.

Date: March 18, 2004

INVESCO NORTH AMERICAN HOLDINGS, INC.

March 18, 2003
(Date)

By: Jeffrey Kupor
(Signature)

Assistant Secretary
(Name/Title)

INVESCO ASSET MANAGEMENT, LIMITED

March 18, 2004
(Date)

By: Michael S. Perman
(Signature)

Group Company Secretary
(Name/Title)

 

 

Exhibit 1

Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company

     
INVESCO Funds Group, Inc. IA  
INVESCO Institutional (N.A.), Inc. IA  
INVESCO Global Asset Management (N.A.), Inc. IA  

 

 

Exhibit 2

Agreement of Joint Filing

In accordance with Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, as amended, the undersigned hereby agrees to the joint filing with each other of the attached statement on Schedule 13G and to all amendments to such statement and that such statement and all amendments to such statements are made on behalf of each of them.

IN WITNESS WHEREOF, each of the undersigned hereby executes this Agreement as of March 18, 2004.

INVESCO NORTH AMERICAN HOLDINGS, INC.

March 18, 2004
(Date)

By: Jeffrey Kupor
(Signature)

Assistant Secretary
(Name/Title)

INVESCO ASSET MANAGEMENT, LIMITED

March 18, 2004
(Date)

By: Michael S. Perman
(Signature)

Group Company Secretary
(Name/Title)

  -----END PRIVACY-ENHANCED MESSAGE-----