8-K

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

August 1, 2002
Date of Report (Date of earliest event reported)

R.J. REYNOLDS TOBACCO HOLDINGS, INC.
(Exact name of registrant as specified in its charter)

Delaware
(State or other jurisdiction
of incorporation) 1-6388
(Commission file number) 56-0950247
(I.R.S. Employer
Identification No.)

401 North Main Street, Winston-Salem, NC
(Address of principal executive offices) 27102
(Zip Code)

336-741-5500
Registrant’s telephone number, including area code

Not Applicable
(Former name or former address, if changed since last report)

Item 9. Regulation FD Disclosure.

     On August 1, 2002, Andrew J. Schindler, principal executive officer, and Richard H. Bogan, principal financial officer, of R.J. Reynolds Tobacco Holdings, Inc. submitted sworn statements to the SEC, pursuant to Section 21(a)(1) of the Securities Exchange Act of 1934 (Order No. 4-460) issued June 27, 2002.

     A copy of the statements are attached as Exhibit 99.1 and Exhibit 99.2.

Limitation on Incorporation by Reference

     In accordance with general instruction B.2 of Form 8-K, the information in this report and the attached exhibits is furnished pursuant to Item 9 and shall not be deemed to be “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, or otherwise subject to the liabilities of that section.

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: August 1, 2002	By:	/s/ McDara P. Folan, III
		McDara P. Folan, III
		Vice President, Deputy General Counsel and Secretary

EXHIBIT INDEX

Exhibit
Number	Description
99.1	Statement Under Oath of Principal Executive Officer dated August 1, 2002.
99.2	Statement Under Oath of Principal Executive Officer dated August 1, 2002.

EX-99.1 3 g77516exv99w1.htm STATEMENT UNDER OATH OF PRINCIPAL EXECUTIVE

Exhibit 99.1

STATEMENT UNDER OATH OF PRINCIPAL EXECUTIVE
OFFICER AND PRINCIPAL FINANCIAL OFFICER
REGARDING FACTS AND CIRCUMSTANCES RELATING
TO EXCHANGE ACT FILINGS

I, Andrew J. Schindler, state and attest that:

1) To the best of my knowledge, based upon a review of the covered reports of R.J. Reynolds Tobacco Holdings, Inc., and except as corrected or supplemented in a subsequent covered report:

• no covered report contained an untrue statement of a material fact as of the end of the period covered by such report (or in the case of a report on Form 8-K or definitive proxy materials, as of the date on which it was filed); and

• no covered report omitted to state a material fact necessary to make the statements in the covered report, in light of the circumstances under which they were made, not misleading as of the end of the period covered by such report (or in the case of a report on Form 8-K or definitive proxy materials, as of the date on which it was filed).

2)	I have reviewed the contents of this statement with the Company’s audit committee.
3)	In this statement under oath, each of the following, if filed on or before the date of this statement, is a “covered report”:

• Annual Report on Form 10-K for the year ended December 31, 2001, of R.J. Reynolds Tobacco Holdings, Inc.;

• all reports on Form 10-Q, all reports on Form 8-K and all definitive proxy materials of R.J.Reynolds Tobacco Holdings, Inc. filed with the Commission subsequent to the filing of the Form 10-K identified above; and

• any amendments to any of the foregoing.

Subscribed and sworn to before me this 1st day of August 2002.

	/s/ Jean O. Sparks
/s/ Andrew J. Schindler	Notary Public
Andrew J. Schindler, Chairman of the Board,	My Commission Expires: July 14, 2006
President and CEO of R.J. Reynolds
Tobacco Holdings, Inc.
Date: August 1, 2002

EX-99.2 4 g77516exv99w2.htm STATEMENT UNDER OATH OF PRINCIPAL EXECUTIVE

Exhibit 99.2

STATEMENT UNDER OATH OF PRINCIPAL EXECUTIVE
OFFICER AND PRINCIPAL FINANCIAL OFFICER
REGARDING FACTS AND CIRCUMSTANCES RELATING
TO EXCHANGE ACT FILINGS

I, Richard H. Bogan, state and attest that:

1) To the best of my knowledge, based upon a review of the covered reports of R.J. Reynolds Tobacco Holdings, Inc., and except as corrected or supplemented in a subsequent covered report:

• no covered report contained an untrue statement of a material fact as of the end of the period covered by such report (or in the case of a report on Form 8-K or definitive proxy materials, as of the date on which it was filed); and

• no covered report omitted to state a material fact necessary to make the statements in the covered report, in light of the circumstances under which they were made, not misleading as of the end of the period covered by such report (or in the case of a report on Form 8-K or definitive proxy materials, as of the date on which it was filed).

2)	I have reviewed the contents of this statement with the Company’s audit committee.
3)	In this statement under oath, each of the following, if filed on or before the date of this statement, is a “covered report”:

• Annual Report on Form 10-K for the year ended December 31, 2001, of R.J. Reynolds Tobacco Holdings, Inc.;

• all reports on Form 10-Q, all reports on Form 8-K and all definitive proxy materials of R.J. Reynolds Tobacco Holdings, Inc. filed with the Commission subsequent to the filing of the Form 10-K identified above; and

• any amendments to any of the foregoing.

Subscribed and sworn to before me this 1st day of August 2002.

	/s/ Jean O. Sparks
/s/ Richard H. Bogan	Notary Public
Richard H. Bogan, Executive Vice President	My Commission Expires: July 14, 2006
and Chief Financial Officer of R.J. Reynolds
Tobacco Holdings, Inc.
Date: August 1, 2002

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EX-99.1

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EX-99.2

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