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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
DECEMBER 11, 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)
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ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS
On December 11, 2000, R.J. Reynolds Tobacco Holdings, Inc. acquired,
through a merger, Nabisco Group Holdings Corp., a non-operating public shell
company with no material liabilities or assets other than approximately $11.7
billion in cash. Pursuant to an agreement and plan of merger dated June 25,
2000, as amended, RJR Acquisition Corp., a wholly owned subsidiary of RJR, was
merged into NGH, with NGH being the surviving corporation. After the merger, NGH
changed its name to RJR Acquisition Corp. As consideration, RJR Acquisition
Corp. paid $30 for each outstanding share of NGH, or approximately $9.8 billion
in the aggregate. Net proceeds to RJR, after payment is made to NGH shareholders
and costs related to the transaction are paid, are expected to be approximately
$1.5 billion. The source of funds for the cash consideration was provided by the
net proceeds of the merger. The acquisition was accounted for as a purchase.
RJR's press release dated December 11, 2000, which announced the completion of
the acquisition, is attached hereto as Exhibit 99.1.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
(a) Financial statements of businesses acquired.
Financial statements of the acquisition are not applicable, as the
net assets acquired do not constitute a business.
(b) Pro forma financial information.
Pro forma financial information is not applicable, as the net
assets acquired do not constitute a business.
(c) Exhibits.
Exhibit
Number Description
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2.1 Agreement and Plan of Merger dated as of June 25, 2000, among
Nabisco Group Holdings Corp., R.J. Reynolds Tobacco Holdings,
Inc. and RJR Acquisition Corp. (incorporated by reference to
Exhibit 2.1 to Registrant's Quarterly Report on Form 10-Q for
the quarter ended June 30, 2000, filed August 7, 2000).
2.2 Amendment No. 1 to Agreement and Plan of Merger dated as of
September 20, 2000 among Nabisco Group Holdings Corp., R.J.
Reynolds Tobacco Holdings, Inc. and RJR Acquisition Corp.
(incorporated by reference to Exhibit 2.1 to Registrant's
Quarterly Report on Form 10-Q for the quarter ended September
30, 2000, filed November 3, 2000).
2.3 Letter dated October 19, 2000, from R.J. Reynolds Tobacco
Holdings, Inc. to Nabisco Group Holdings Corp., electing that
Nabisco Group Holdings Corp. be merged with and into RJR
Acquisition Corp. under the Agreement and Plan of Merger dated
as of June 25, 2000, as amended, among Nabisco Group Holdings
Corp., R.J. Reynolds Tobacco Holdings, Inc. and RJR Acquisition
Corp. (incorporated by reference to Exhibit 2.2 to Registrant's
Quarterly Report on Form 10-Q for the quarter ended September
30, 2000, filed November 3, 2000).
2.4 Letter dated November 20, 2000, from R.J. Reynolds Tobacco
Holdings, Inc. to Nabisco Group Holdings Corp., withdrawing its
previous election made on October 19, 2000, and electing that
RJR Acquisition Corp. be merged with and into Nabisco Group
Holdings Corp. under the Agreement and Plan of Merger dated as
of June 25, 2000, as amended, among Nabisco Group Holdings
Corp., R.J. Reynolds Tobacco Holdings, Inc. and RJR Acquisition
Corp.
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2.5 Letter dated October 27, 2000, from R.J. Reynolds Tobacco
Holdings, Inc. to Nabisco Group Holdings Corp., agreeing that
it will pay or cause to be paid to stockholders of Nabisco
Group Holdings Corp., in circumstances described in Section
2.02(b) of the Agreement and Plan of Merger dated as of June
25, 2000, as amended, among Nabisco Group Holdings Corp., R.J.
Reynolds Tobacco Holdings, Inc. and RJR Acquisition Corp., an
amount equal to 100% of the difference between the Net Proceeds
(as defined in the Agreement and Plan of Merger) and $11.729
billion (incorporated by reference to Exhibit 2.3 to
Registrant's Quarterly Report on Form 10-Q for the quarter
ended September 30, 2000, filed November 3, 2000).
99.1 Press release of R.J. Reynolds Tobacco Holdings, Inc. dated
December 11, 2000.
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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: December 21, 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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2.1 Agreement and Plan of Merger dated as of June 25, 2000, among
Nabisco Group Holdings Corp., R.J. Reynolds Tobacco Holdings,
Inc. and RJR Acquisition Corp. (incorporated by reference to
Exhibit 2.1 to the Registrant's Quarterly Report on Form 10-Q
for the quarter ended June 30, 2000, filed August 7, 2000).
2.2 Amendment No. 1 to Agreement and Plan of Merger dated as of
September 20, 2000 among Nabisco Group Holdings Corp., R.J.
Reynolds Tobacco Holdings, Inc. and RJR Acquisition Corp.
(incorporated by reference to Exhibit 2.1 to Registrant's
Quarterly Report on Form 10-Q for the quarter ended September
30, 2000, filed November 3, 2000).
2.3 Letter dated October 19, 2000, from R.J. Reynolds Tobacco
Holdings, Inc. to Nabisco Group Holdings Corp., electing that
Nabisco Group Holdings Corp. be merged with and into RJR
Acquisition Corp. under the Agreement and Plan of Merger dated
as of June 25, 2000, as amended, among Nabisco Group Holdings
Corp., R.J. Reynolds Tobacco Holdings, Inc. and RJR Acquisition
Corp. (incorporated by reference to Exhibit 2.2 to Registrant's
Quarterly Report on Form 10-Q for the quarter ended September
30, 2000, filed November 3, 2000).
2.4 Letter dated November 20, 2000, from R.J. Reynolds Tobacco
Holdings, Inc. to Nabisco Group Holdings Corp., withdrawing its
previous election made on October 19, 2000, and electing that
RJR Acquisition Corp. be merged with and into Nabisco Group
Holdings Corp. under the Agreement and Plan of Merger dated as
of June 25, 2000, as amended, among Nabisco Group Holdings
Corp., R.J. Reynolds Tobacco Holdings, Inc. and RJR Acquisition
Corp.
2.5 Letter dated October 27, 2000, from R.J. Reynolds Tobacco
Holdings, Inc. to Nabisco Group Holdings Corp., agreeing that
it will pay or cause to be paid to stockholders of Nabisco
Group Holdings Corp., in circumstances described in Section
2.02(b) of the Agreement and Plan of Merger dated as of June
25, 2000, as amended, among Nabisco Group Holdings Corp., R.J.
Reynolds Tobacco Holdings, Inc. and RJR Acquisition Corp., an
amount equal to 100% of the difference between the Net Proceeds
(as defined in the Agreement and Plan of Merger) and $11.729
billion (incorporated by reference to Exhibit 2.3 to
Registrant's Quarterly Report on Form 10-Q for the quarter
ended September 30, 2000, filed November 3, 2000).
99.1 Press release of R.J. Reynolds Tobacco Holdings, Inc. dated
December 11, 2000.
