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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
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 (I.R.S. Employer
of incorporation) file number) 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)
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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 and 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 and Touche 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 February 2, 2000, there have been
no disagreements with Deloitte and Touche 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 and Touche, would require disclosure.
(v) During the two most recent years and through February
2, 2000, there have been no reportable events as
defined in Regulation S-K Item 304(a)(1)(v).
(vi) On February 7, 2000, RJR provided a copy of this
disclosure to Deloitte and Touche and requested that
Deloitte and Touche provide a letter addressed to the
SEC stating whether or not it agrees with the above
statements. A copy of that letter dated February 7,
2000 is filed as Exhibit 16 to this Form 8-K.
(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 February 2, 2000,
RJR has not consulted with KPMG 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 and Touche LLP regarding change
in certifying accountant
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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: February 7, 2000 /s/ Kenneth J. Lapiejko
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Kenneth J. Lapiejko
Executive Vice President and
Chief Financial Officer
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EXHIBIT INDEX
Exhibit
Number Description
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16 Letter from Deloitte and Touche LLP regarding change in
certifying accountant
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Exhibit 16
February 7, 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 of R.J.
Reynolds Tobacco Holdings, Inc. dated February 7, 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
