As filed with the Securities and Exchange Commission on July , 1999
Registration No. 333-80595
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
-----------------------
Post-Effective Amendment No. 1
to
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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R.J. REYNOLDS TOBACCO HOLDINGS, INC.
(formerly RJR Nabisco, Inc.)
(Exact name of registrant as specified in its charter)
DELAWARE 56-0950247
State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
401 North Main Street
Winston-Salem, NC 27102
(336) 741-5500
(Address of principal executive offices)
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R.J. REYNOLDS TOBACCO HOLDINGS, INC.
CAPITAL INVESTMENT PLAN
SAVINGS AND INVESTMENT PLAN FOR EMPLOYEES
OF R.J. REYNOLDS TOBACCO COMPANY IN PUERTO RICO
(Full title of the plans)
-----------------------
Charles A. Blixt, Esq.
R.J. Reynolds Tobacco Holdings, Inc.
401 North Main Street
Winston-Salem, NC 27102
(Name and address of agent for service)
Telephone number, including area code, of agent for service: (336) 741-5500
Copies to:
David W. Ferguson, Esq.
Davis Polk & Wardwell
450 Lexington Avenue
New York, New York 10017
(212) 450-4000
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This Post-Effective Amendment No. 1 Includes a Total of 8 Pages.
Exhibit Index on Page 8.
<PAGE>
EXPLANATORY NOTE
On or about June 14, 1999, RJR Nabisco Holdings Corp. ("Holdings")
distributed (the "Distribution") to Holdings' stockholders all the shares of
common stock of RJR Nabisco, Inc. ("RJRN") held by Holdings. In connection
with the Distribution, RJRN was renamed R.J. Reynolds Tobacco Holdings, Inc.,
(the "Registrant" or "RJRTH"), which filed this Registration Statement on Form
S-8 with the Securities and Exchange Commission (the "Commission") to register
4,000,000 shares of the Registrant's Common Stock, par value $.01 per share
("Common Stock"), for issuance pursuant to the Registrant's Capital Investment
Plan (the "CIP") and the Savings and Investment Plan for Employees of R.J.
Reynolds Tobacco Company in Puerto Rico (the "SIP-PR", together with the CIP,
the "Plans"). This Registration Statement also pertains to Rights to Purchase
one one-hundredth of a share of Series A Junior Participating Preferred Stock,
par value $.01 per share, of the Registrant (the "Rights"). Until the
occurrence of certain prescribed events, the Rights are not exercisable, are
evidenced by the certificates for R.J. Reynolds Tobacco Holdings, Inc. Common
Stock and will be transferred along with and only with such securities.
Thereafter, separate Rights certificates will be issued representing one Right
for each share of R.J. Reynolds Tobacco Holdings, Inc. Common Stock held
subject to adjustment pursuant to anti-dilution provisions.
PART I
ITEM 1. PLAN INFORMATION
Not required to be filed with this registration statement.
ITEM 2. REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION
Not required to be filed with this registration statement.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE
The following documents filed with the Commission by the Registrant or
the Plans pursuant to the Securities Exchange Act of 1934 (the "1934 Act"),
(Commission 1934 Act File Number 1-6388) are incorporated by reference herein:
(1) The Information Statement contained in the Registrant's 1934 Act
registration statement on Form 8-A dated May 19, 1999 as Exhibit 99.1;
(2) Current Reports of RJRN and RJRTH on Form 8-K dated April 8,
1999, April 16, 1999, May 27, 1999 and June 15, 1999;
(3) The CIP's Annual Report on Form 11-K for the plan year ended
December 30, 1998;
(4) The SIP-PR's Annual Report on Form 11-K for the plan year ended
December 30, 1998;
(5) All documents filed with the Commission by the Registrant, the
CIP or the SIP-PR pursuant to Sections 13(a), 13(c), 14 and 15(d) of the
1934 Act subsequent to the date hereof and prior to the filing of a
post-effective amendment which indicates that all securities offered
herein have been sold or which deregisters all securities then remaining
unsold; and
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<PAGE>
(6) The description of the Registrant's Common Stock and the Rights
contained in the Registrant's 1934 Act registration statement on Form 8-A
dated May 19, 1999, filed with the Commission pursuant to Section 13 of
the 1934 Act, including any amendment thereto or report filed for the
purpose of updating such description.
Any statement contained herein or in a document incorporated or deemed to
be incorporated by reference herein shall be deemed to be modified or
superseded for purposes hereof or of the related prospectus to the extent that
a statement contained herein or in any other subsequently filed document which
is also incorporated or deemed to be incorporated herein modifies or
supersedes such statement. Any such statement so modified or superseded shall
not be deemed, except as so modified or superseded, to constitute a part of
this Registration Statement.
The Registrant will provide, without charge to each person, including any
beneficial owner, to whom this document is delivered, upon written or oral
request of such person, a copy of any or all of the documents incorporated
herein by reference (other than exhibits, unless such exhibits specifically
are incorporated by reference into such documents or this document). Requests
for such documents should be submitted in writing, addressed to the office of
the Corporate Secretary, R.J. Reynolds Tobacco Holdings, Inc., 401 North Main
Street, Winston- Salem, NC 27102.
ITEM 4. EXHIBITS
4.1 Restated Certificate of Incorporation of R.J. Reynolds Tobacco
Holdings, Inc. (incorporated by reference to the Registrant's
Current Report on Form 8-K (Commission 1934 Act File No. 1- 6388),
dated June 15, 1999 (the "Form 8-K"), Exhibit 3.1)
4.2 By-laws of R.J. Reynolds Tobacco Holdings, Inc. (incorporated by
reference to the Form 8-K, Exhibit 3.2)
4.3 R.J. Reynolds Tobacco Holdings, Inc. Rights Plan (incorporated by
reference to Form 8-K, Exhibit 3.3)
5.1 Opinion of Charles A. Blixt, Esq. regarding the legality of any
original issuance securities being registered*
5.2 Opinion of Pietrantoni Mendez & Alvarez LLP regarding the compliance
of the SIP-PR with the provisions of the Employee Retirement Income
Security Act of 1974, as amended*
23.1 Consents of Deloitte & Touche LLP*
23.2 Consent of Charles A. Blixt, Esq. (included in Exhibit 5.1)*
23.3 Consent of Pietrantoni Mendez & Alvarez LLP (contained in Exhibit
5.2)*
24 Powers of Attorney (included on the signature page of this
registration statement)
- ------------------
* Filed with the initial filing hereof
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<PAGE>
SIGNATURES
THE REGISTRANT. 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-8 AND HAS DULY CAUSED THIS
POST-EFFECTIVE AMENDMENT TO THE 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 THIS 27TH DAY OF JULY, 1999.
R.J. REYNOLDS TOBACCO HOLDINGS, INC.
By: /s/ Charles A. Blixt
---------------------------------_-----------
Charles A. Blixt
Executive Vice President and General Counsel
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<PAGE>
POWER OF ATTORNEY
Know all men by these presents, that each person whose signature appears
below hereby constitutes and appoints CHARLES A. BLIXT, GUY M. BLYNN AND
McDARA P. FOLAN, III, and each of them, his or her true and lawful
attorneys-in-fact and agents, with full power of substitution and
resubstitution, for him and in his name, place and stead, in any and all
capacities, to sign any and all amendments (including post-effective
amendments) and supplements to the S-8 Registration Statement regarding the
R.J. Reynolds Tobacco Company Capital Investment Plan and the Savings and
Investment Plan for Employees of R.J. Reynolds Tobacco Company in Puerto Rico,
and to file the same, with all exhibits thereto, and other documents in
connection therewith, the Securities and Exchange Commission, and hereby
grants to such attorneys-in-fact and agents, full power and authority to do
and perform each and every act and thing requisite or necessary to be done, as
fully to all intents and purposes as he or she might or could do in person,
hereby ratifying and confirming all that said attorneys-in-fact and agents, or
any of them, or their substitute or substitutes, may lawfully do or cause to
be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, the
Registration Statement has been signed by the following persons in the
capacities on July 2, 1999.
SIGNATURE TITLE
- --------- -----
/s/ Andrew J. Schindler Chairman of the Board, Chief Executive
- -------------------------- Officer, President and Director
Andrew J. Schindler
/s/ Kenneth J. Lapiejko Executive Vice President and Chief Financial
- -------------------------- Officer (principal financial officer)
Kenneth J. Lapiejko
/s/ Thomas R. Adams Senior Vice President and Controller
- -------------------------- (principal accounting officer)
Thomas R. Adams
/s/ John T. Chain, Jr. Director
- --------------------------
John T. Chain, Jr.
/s/ A.D. Fraizer Director
- --------------------------
A. D. Fraizer
/s/ Denise Ilitch Director
- --------------------------
Denise Ilitch
/s/ John G. Medlin, Jr. Director
- --------------------------
John G. Medlin, Jr.
/s/ Nana Mensah Director
- --------------------------
Nana Mensah
5
<PAGE>
/s/ Joseph P. Viviano Director
- --------------------------
Joseph P. Viviano
/s/ Thomas C. Wajnert Director
- --------------------------
Thomas C. Wajnert
6
<PAGE>
Pursuant to the requirements of the Securities Act of 1933, the trustees
(or other persons who administer the employee benefit plans) have caused this
Post-Effective Amendment to the 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 this 27th day of July, 1999.
R.J. REYNOLDS TOBACCO HOLDINGS, INC.
CAPITAL INVESTMENT PLAN
By: /s/ McDara P. Folan, III
--------------------------------
McDara P. Folan, III
Secretary, Employee
Benefits Committee
SAVINGS AND INVESTMENT PLAN FOR
EMPLOYEE OF R.J. REYNOLDS TOBACCO
COMPANY IN PUERTO RICO
By: /s/ McDara P. Folan, III
--------------------------------
McDara P. Folan, III
Secretary, Employee
Benefits Committee
7
<PAGE>
INDEX TO EXHIBITS
Exhibit Sequentially
Number Exhibits Numbered
------- -------- ------------
4.1 -- Certificate of Incorporation (1)
4.2 -- By-laws (1)
4.3 -- Rights Plan (1)
5.1 -- Opinion of Charles A. Blixt, Esq. (2)
5.2 -- Opinion of Pietrantoni Mendez & Alvarez LLP (2)
23.1 -- Consents of Deloitte & Touche LLP (2)
23.2 -- Consent of Charles A. Blixt, Esq (contained in
Exhibit 5.1) (2)
23.3 -- Consent of Pietrantoni Mendez & Alvarez LLP
(contained in Exhibit S.2) (2)
24 -- Power of Attorney (included on the signature page
of this registration statement) 5
- --------------------------
(1) Incorporated by reference
(2) Filed with the initial filing hereof
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