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EX-99.1 - EX-99.1 - REYNOLDS AMERICAN INCd932981dex991.htm

 

 

UNITED STATES

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

Date of Report (Date of earliest event reported): May 26, 2015

 

 

Reynolds American Inc.

(Exact Name of Registrant as Specified in Charter)

 

 

 

North Carolina   1-32258   20-0546644

(State or Other jurisdiction

of Incorporation)

 

(Commission

File Number)

 

(I.R.S. Employer

Identification No.)

401 North Main Street

Winston-Salem, North Carolina 27101

(Address of Principal Executive Offices) (ZIP Code)

Registrant’s telephone number, including area code: (336) 741-2000

Not Applicable

(Former Name or Former Address, if Changed Since Last Report)

 

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

 

x Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

 

 


Item 8.01 Other Events

On May 26, 2015, Reynolds American Inc. and Lorillard, Inc. issued a joint press release. A copy of the press release is attached to this Current Report on Form 8-K as Exhibit 99.1 and is incorporated by reference herein.

 

Item 9.01 Financial Statements and Exhibits.

 

(d) Exhibits.

The following is filed as an Exhibit to this Current Report on Form 8-K:

 

Exhibit
No.

  

Description

99.1    Joint Press Release of Reynolds American Inc. and Lorillard, Inc., dated May 26, 2015.


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 thereunto duly authorized.

Date: May 26, 2015

 

REYNOLDS AMERICAN INC.
By:

/s/ McDara P. Folan, III

Name: McDara P. Folan, III
Title:

Senior Vice President, Deputy

General Counsel and Secretary


EXHIBIT INDEX

 

Exhibit
No.

  

Description

99.1    Joint Press Release of Reynolds American Inc. and Lorillard, Inc., dated May 26, 2015.