-----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, KBG9ozx6ZOqqUBYaEHlnVH2gmqosjlYjWoofq5NvINOFOT7qDvv3DFt9ll74ynD4 Fm/gvEweKfP3EtbY29q2GA== 0000950144-02-009102.txt : 20020819 0000950144-02-009102.hdr.sgml : 20020819 20020819172644 ACCESSION NUMBER: 0000950144-02-009102 CONFORMED SUBMISSION TYPE: 8-A12B/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20020819 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-A12B/A SEC ACT: 1934 Act SEC FILE NUMBER: 001-06388 FILM NUMBER: 02743149 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: REYNOLDS R J INDUSTRIES INC DATE OF NAME CHANGE: 19860501 FORMER COMPANY: FORMER CONFORMED NAME: RJR NABISCO INC DATE OF NAME CHANGE: 19920703 8-A12B/A 1 g78046a1e8va12bza.txt R. J. REYNOLDS TOBACCO HOLDINGS, INC. ================================================================================ SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-A/A (AMENDMENT NO. 1) FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) OR 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 R.J. REYNOLDS TOBACCO HOLDINGS, INC. (Exact name of registrant as specified in its charter) DELAWARE 56-0950247 (State of Incorporation or Organization) (I.R.S. Employer Identification No.) 401 NORTH MAIN STREET, WINSTON-SALEM, NC 27102 (Address of principal executive offices) (Zip Code) If this form relates to the registration of a class of securities pursuant to Section 12(b) of the Exchange Act and is effective pursuant to General Instruction A.(c), please check the following box. [X] If this form relates to the registration of a class of securities pursuant to Section 12(g) of the Exchange Act and is effective Pursuant to General Instruction A.(d), please check the following box. [ ] Securities Act registration statement file number to which this form relates: _______________ (If applicable) Securities to be registered pursuant to Section 12(b) of the Act: Name of Each Exchange on which Title of Each Class to be So Registered Each Class is to be Registered - --------------------------------------------- ------------------------------ Common Stock, $0.01 par value per share New York Stock Exchange Series A Junior Participating Preferred Stock New York Stock Exchange Securities to be registered pursuant to Section 12(g) of the Act: None --------------- (Title of class) ================================================================================ ITEM 1. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED. On August 9, 2002, the Board of Directors of R.J. Reynolds Tobacco Holdings, Inc. approved Amendment No. 1, dated as of August 9, 2002, to the Rights Agreement, dated as of May 17, 1999, between RJR and The Bank of New York, a New York banking corporation, as rights agent. The Amendment amended the definition of the term "Acquiring Person" in Section 1 of the Rights Agreement. The foregoing description of the Amendment is qualified in its entirety by reference to the full text of the Amendment, a copy of which has been filed as an exhibit hereto and incorporated herein by reference. Copies of the Rights Agreement are available free of charge from RJR. ITEM 2. EXHIBITS. Number Exhibit - ------ ------- 4.1 Amendment No. 1, dated as of August 9, 2002, to the Rights Agreement, dated as of May 17, 1999, between R.J. Reynolds Tobacco Holdings, Inc. and The Bank of New York, as rights agent SIGNATURE Pursuant to the requirements of Section 12 of the Securities Exchange Act of 1934, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized. R.J. REYNOLDS TOBACCO HOLDINGS, INC. (Registrant) Date: August 19, 2002 /s/ McDara P. Folan, III -------------------------------------- McDara P. Folan, III Vice President, Deputy General Counsel and Secretary EXHIBIT INDEX Exhibit Number Description - ------- ----------------------------------------------------------------------- 4.1 Amendment No. 1, dated as of August 9, 2002, to the Rights Agreement, dated as of May 17, 1999, between R.J. Reynolds Tobacco Holdings, Inc. and The Bank of New York, as rights agent EX-4.1 3 g78046a1exv4w1.txt AMEND #1 TO RIGHTS AGREEMENT Exhibit 4.1 August 9, 2002 The Bank of New York 101 Barclay Street, Floor 12W New York, NY 10286 Attention: Stock Transfer Administration Re: Amendment No. 1 to Rights Agreement Ladies and Gentlemen: Pursuant to Section 27 of the Rights Agreement, dated as of May 17, 1999 (the "Rights Agreement"), between R.J. Reynolds Tobacco Holdings, Inc., a Delaware corporation (the "Company"), and The Bank of New York, a New York banking corporation, as rights agent, the Company, by resolution adopted by its Directors by an action taken by written consent, hereby amends the Rights Agreement as follows: 1. The definition of the term "Acquiring Person" in Section 1 of the Rights Agreement is hereby amended and restated in its entirety as follows: "`ACQUIRING PERSON' means any Person who, together with all Affiliates and Associates of such Person, shall at any time after June 14, 1999 be the Beneficial Owner of 15% or more of the shares of Common Stock then outstanding, but shall not include an Exempt Person; provided, however, that (a) if the Board determines in good faith that a Person who would otherwise be an "Acquiring Person" became the Beneficial Owner of a number of shares of Common Stock such that the Person would otherwise qualify as an "Acquiring Person" inadvertently (including, without limitation, because (i) such Person was unaware that it beneficially owned a percentage of Common Stock that would otherwise cause such Person to be an "Acquiring Person" or (ii) such Person was aware of the extent of its Beneficial Ownership of Common Stock but had no actual knowledge of the consequences of such Beneficial Ownership under this Agreement) and without any intention of changing or influencing control of the Company, and, if required by the Board of Directors of the Company, such Person shall have divested itself, as soon as practicable (as determined by the Board of Directors of the Company), of Beneficial Ownership of a sufficient number of shares of Common Stock so that such Person would no longer otherwise qualify as an "Acquiring Person," then such Person shall not be deemed to be or have become an "Acquiring Person," for any purposes of this Agreement because of such Person's and its Affiliates' and Associates' Beneficial Ownership of shares of Common Stock as of such date; and (b) no Person shall become an "Acquiring Person" as the result of any acquisition of shares of Common Stock by the Company which, by reducing the number of shares of Common Stock outstanding, increases the proportionate number of shares of Common Stock beneficially owned by such Person to 15% or more of the shares of Common Stock then outstanding; provided, however, that if a Person shall become the Beneficial Owner of 15% or more of the shares of Common Stock then outstanding by reason of such share acquisition by the Company and shall thereafter become the Beneficial Owner of any additional shares of Common Stock (other than pursuant to a dividend or distribution paid or made by the Company on the outstanding Common Stock or pursuant to a split or subdivision of the outstanding Common Stock), then such Person shall be deemed to be an "Acquiring Person" unless upon becoming the Beneficial Owner of such additional shares of Common Stock such Person does not beneficially own 15% or more of the shares of Common Stock then outstanding." 2. The Rights Agreement shall not otherwise be supplemented or amended by virtue of this Amendment No. 1 to the Rights Agreement, but shall remain in full force and effect. 3. Capitalized terms used without other definition in this Amendment No. 1 to the Rights Agreement shall be used as defined in the Rights Agreement. 4. This Amendment No. 1 to the Rights Agreement shall be deemed to be a contract made under the laws of the State of Delaware and for all purposes shall be governed by and construed in accordance with the laws of such State applicable to contracts to be made and performed entirely within such State, except that the rights and obligations of the Rights Agent shall be governed by the laws of the State of New York. 5. This Amendment No. 1 to the Rights Agreement may be executed in any number of counterparts and each of such counterparts shall for all purposes be deemed to be an original, and all such counterparts shall together constitute but one and the same instrument. 6. This Amendment No. 1 to the Rights Agreement shall be effective as of the execution and delivery hereof, and all references to the Rights Agreement shall, from and after such time, be deemed to be references to the Rights Agreement as amended hereby. 7. Exhibit B to the Rights Agreement shall be deemed amended in a manner consistent with this Amendment No. 1 to the Rights Agreement. Very truly yours, R.J. REYNOLDS TOBACCO HOLDINGS, INC. By: /s/ McDara P. Folan, III ----------------------------------------- Name: McDara P. Folan, III Title: Vice President, Deputy General Counsel and Secretary Accepted and agreed to as of the effective time specified above: THE BANK OF NEW YORK By: /s/ Eon A. Canzius ----------------------------- Name: Eon A. Canzius Title: Vice President -----END PRIVACY-ENHANCED MESSAGE-----