On Oct. 27, 2003, R.J. Reynolds Tobacco Holdings, Inc. (NYSE: RJR) and British American Tobacco p.l.c. (AMEX: BTI) signed an agreement to combine the assets and operations of their respective U.S. tobacco businesses: R.J. Reynolds Tobacco Company (RJRT) and Brown & Williamson Tobacco Corp. (B&W).
The agreement provided for the establishment of a new publicly traded holding company, Reynolds American Inc., with approximately 150 million shares outstanding. At closing, on July 30, 2004, BAT owned 42 percent of those shares through its Brown & Williamson subsidiary, and the remaining 58 percent was owned by former RJR shareholders, who received RAI stock in a one-for-one exchange for their RJR stock.
Reynolds American Inc. first began trading on the New York Stock Exchange on Aug. 2, 2004 as the parent company of R.J. Reynolds Tobacco Company, Santa Fe Natural Tobacco Company, Inc. and Lane Limited. Lane was acquired from BAT as part of the transaction that established Reynolds American Inc., and RAI sold the company in March 2011 to Scandinavian Tobacco Group A/S.
R.J. Reynolds Tobacco Company, the second-largest U.S. cigarette manufacturer, manufactures some of the nation's best-selling cigarette brands: Camel, Pall Mall, Winston, Salem and Doral.
Santa Fe Natural Tobacco Company, Inc. manufactures Natural American Spirit additive-free and organic cigarettes.
RAI acquired Conwood, the second-largest U.S. smokeless tobacco company, in May 2006 Conwood’s name was changed Jan. 1, 2010 to American Snuff Company, LLC. RAI also acquired Niconovum AB, a Swedish-based nicotine replace therapy company, in December 2009.
On July 30, 2004, following approval by shareholders of R.J. Reynolds Tobacco Holdings, Inc. (NYSE: RJR), Reynolds American Inc. (NYSE: RAI) became the new, direct parent company of RJR (which owns all of the stock of R.J. Reynolds Tobacco Company), Santa Fe Natural Tobacco Company, Inc. and Cigarette Manufacturers Supplies Inc. (CMSI), which owns all of the stock of Lane Limited).
Under the terms of that transaction, each RJR shareholder is entitled to receive one share of Reynolds American common stock for each share of RJR common stock owned on the closing date. These shares in the aggregate constituted approximately 58 percent of the 150 million outstanding shares of Reynolds American common stock on the closing date. The remaining 42 percent ownership of RAI is indirectly held by British American Tobacco p.l.c., which received those shares in exchange for the U.S. assets and operations of its Brown & Williamson Tobacco Corp. subsidiary, which have been combined with the operations of R.J. Reynolds Tobacco Company.
Prior to the close of the deal, the U.S. Internal Revenue Service issued a ruling indicating that RJR shareholders could exchange their RJR shares for RAI shares on a tax-free basis.
In 2004, Reynolds American Inc. (NYSE: RAI) appointed The Bank of New York Mellon as its stock transfer, registrar and direct stock investment agent. As you may be aware, on December 31, 2011, The Bank of New York Mellon's shareowner services business was acquired by Computershare. As a result, if you hold your RAI common stock in the form of a certificate, or if your stock is in book-entry form, you are encouraged to contact Computershare for account-specific questions and transactions, such as:
- Your individual account position in RAI equity securities
- IRS Forms 1099 and dividend checks
- Change of address
- Transfer of shares
U.S. Mail Address:
Reynolds American Inc.
(877) 679-5701 (toll-free inside the United States or Canada)
Reynolds American is committed to building and returning value to shareholders. On Aug. 18, 2004, the Reynolds American board of directors endorsed a recommendation by RAI management that Reynolds American establish a dividend policy of annually returning approximately 75 percent of its consolidated net income to shareholders in the form of a dividend. The recommendation was made by RAI management pursuant to the terms of the business combination with Brown & Williamson Tobacco Corporation that was completed on July 30, 2004. On Dec. 6, 2010, RAI announced that the board had approved an increase in that dividend payout ratio to 80 percent.
Yes. The company hosts regular conference calls four times each year – on the days that it issues a news release announcing quarterly results of operations. A replay of the call will be available on the company's Web site. Rebroadcast of the copyrighted call or any portion thereof is prohibited. Each call will be available to the public live online at www.reynoldsamerican.com on a listen-only basis. Click here to see if the next webcast has been scheduled.
On May 12, 1999, at its annual meeting of shareholders, RJR Nabisco Holdings Corp. announced the plan to spin off its domestic tobacco business from its foods business to create two independent, separately traded companies: R.J. Reynolds Tobacco Holdings, Inc. (RJR) and Nabisco Group Holdings Corp.(NGH). RJR's first day of public trading on the New York Stock Exchange was June 15, 1999.
On July 30, 2004, RJR became a wholly owned subsidiary of Reynolds American Inc., and RAI began trading on the New York Stock Exchange on Aug. 2, 2004.
As a result of the spin-off, RJR Nabisco Holdings Corp. (RN) was renamed Nabisco Group Holdings Corp. (NGH). NGH shareholders received one share of R.J. Reynolds Tobacco Holdings, Inc. (RJR) for every three shares of NGH they held as of the record date, May 27, 1999. As an example: if the NGH shareholder held 100 shares of NGH stock at the close of business on May 27, 1999, the shareholder received 33.3333 shares of RJR stock. The shares of RJR stock received by a shareholder were credited to their account by the transfer agent on or around June 14, 1999, and held in book-entry form, unless a shareholder requested physical certificates. In the example, the distribution of the RJR stock resulted in whole and partial shares. If the shareholder requested physical certificates, any partial share was paid out in cash.
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