-----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, EkdYkmwu6TjFeNvjUSeQ+mPSpajLoWpWKrU1QlnEKkMAZYE0w+5WIAQ+4XkfZTsS Yi0kkb1XstQDtZTvIswP/g== 0000950144-00-003136.txt : 20000314 0000950144-00-003136.hdr.sgml : 20000314 ACCESSION NUMBER: 0000950144-00-003136 CONFORMED SUBMISSION TYPE: 8-K/A PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20000202 ITEM INFORMATION: ITEM INFORMATION: FILED AS OF DATE: 20000313 FILER: 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: 8-K/A SEC ACT: SEC FILE NUMBER: 001-06388 FILM NUMBER: 568232 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 8-K/A 1 RJ REYNOLDS TOBACCO HOLDINGS INC 1 ================================================================================ SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K/A CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FEBRUARY 2, 2000 Date of Report (Date of earliest event reported) R.J. REYNOLDS TOBACCO HOLDINGS, INC. (Exact name of registrant as specified in its charter) DELAWARE 1-6388 56-0950247 (State or other jurisdiction (Commission file number) (I.R.S. Employer of incorporation) Identification No.) 401 NORTH MAIN STREET, WINSTON-SALEM, NC 27102 (Address of principal executive offices) (Zip Code) 336-741-5500 Registrant's telephone number, including area code NOT APPLICABLE (Former name or former address, if changed since last report) ================================================================================ 2 ITEM 4. CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT. (a) Previous independent accountants (i) On February 2, 2000, R.J. Reynolds Tobacco Holdings, Inc. ("RJR") informed Deloitte & Touche LLP that the firm will be dismissed as its independent accountants upon completion of the December 31, 1999 audit. (ii) The reports of Deloitte & Touche LLP on the financial statements for the past two years contained no adverse opinion or disclaimer of opinion and were not qualified or modified as to uncertainty, audit scope or accounting principles. (iii) The audit committee of RJR's board of directors recommended the decision to change independent accountants and the recommendation was approved by RJR's board of directors. (iv) In connection with its audits for the two most recent years and through March 8, 2000 (the date RJR's 1999 Annual Report on Form 10-K was filed with the SEC), there have been no disagreements with Deloitte & Touche LLP on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure that, if not resolved to the satisfaction of Deloitte & Touche LLP, would require disclosure. (v) During the two most recent years and through March 8, 2000, there have been no reportable events as defined in Regulation S-K Item 304(a)(1)(v). (vi) On March 8, 2000, RJR provided a copy of this disclosure to Deloitte & Touche LLP and requested that Deloitte & Touche LLP provide a letter addressed to the SEC stating whether or not it agrees with the above statements. A copy of that letter dated March 13, 2000 is filed as Exhibit 16 to this Form 8-K/A. (b) New independent accountants RJR engaged KPMG LLP as its independent accountants to examine and report on RJR's financial statements at and for the year ended December 31, 2000. This engagement will be presented for stockholder ratification at RJR's 1999 annual meeting. During the two most recent fiscal years and through March 8, 2000, RJR has not consulted with KPMG LLP on items which (1) were, or should have been, subject to SAS 50 or (2) concerned a disagreement or reportable event with the former auditor as described in Regulation S-K Item 304(a)(2). ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS. (c) Exhibits 16 Letter from Deloitte & Touche LLP regarding change in certifying accountant 3 SIGNATURE Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. R.J. REYNOLDS TOBACCO HOLDINGS, INC. (Registrant) Date: March 13, 2000 /s/ Kenneth J. Lapiejko ------------------------------------------- Kenneth J. Lapiejko Executive Vice President and Chief Financial Officer 4 EXHIBIT INDEX Exhibit Number Description - ------- ----------- 16 Letter from Deloitte & Touche LLP regarding change in certifying accountant EX-16 2 LETTER FROM DELOITTE & TOUCHE 1 Exhibit 16 March 13, 2000 Securities and Exchange Commission Mail Stop 11-3 450 5th Street, N.W. Washington, D.C. 20549 Dear Sirs/Madams: We have read and agree with the comments in Item 4(a) of Form 8-K/A of R.J. Reynolds Tobacco Holdings, Inc. dated February 2, 2000, except for Item 4(a)(iii) for which we have no basis to agree or disagree. Yours truly, /s/ Deloitte & Touche LLP Winston-Salem, North Carolina -----END PRIVACY-ENHANCED MESSAGE-----