8-K

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 18, 2006

REYNOLDS AMERICAN INC.

(Exact name of Registrant as Specified in its Charter)

North Carolina	1-32258	20-0546644
(State or other Jurisdiction of Incorporation or Organization)	(Commission File Number)	(IRS Employer Identification No.)

401 North Main Street
Winston-Salem, North Carolina 27102-2990

(Address of Principal Executive Offices) (Zip Code)

(336) 741-2000

(Registrant’s Telephone Number, Including Area Code)

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):

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

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

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

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

Item 1.01 Entry into a Material Definitive Agreement.

     On May 18, 2006, Reynolds American Inc. (“RAI”) and certain of its subsidiaries entered into a purchase agreement (the “Purchase Agreement”) with Lehman Brothers Inc., J.P. Morgan Securities Inc. and Citigroup Global Markets Inc., for themselves and as representatives of the initial purchasers listed therein (the “Initial Purchasers”), pursuant to which RAI agreed to sell $625 million aggregate principal amount of its 7.250% Senior Secured Notes due 2013 (the “2013 Notes”), $775 million aggregate principal amount of its 7.625% Senior Secured Notes due 2016 (the “2016 Notes”) and $250 million aggregate principal amount of its 7.750% Senior Secured Notes due 2018 (the “2018 Notes,” and collectively, with the 2013 Notes and the 2016 Notes, the “Notes”). RAI intends to use the net proceeds from this offering, together with available cash and borrowings under a new senior secured term loan facility, to finance its previously announced acquisition of a to-be-formed holding company that will own Conwood Company, L.P., Conwood Sales Co., L.P., Rosswil LLC and Scott Tobacco LLC (collectively, “Conwood”). Conwood is the second-largest manufacturer of smokeless tobacco products in the U.S.

     Interest on the Notes will be payable semi-annually on June 1 and December 1 of each year, beginning on December 1, 2006. The 2013 Notes will mature on June 1, 2013, the 2016 Notes will mature on June 1, 2016 and the 2018 Notes will mature on June 1, 2018. RAI may redeem the Notes in whole or in part at any time by paying a make-whole premium.

     Upon issuance, the Notes will be guaranteed by certain of RAI’s subsidiaries (the “Guarantors”) and will be secured by certain assets of RAI and certain of the Guarantors. The Purchase Agreement provides that the Notes will be sold to the Initial Purchasers without registration under the Securities Act of 1933, as amended (the “Securities Act”). It further provides that the holders of the Notes will be entitled to the benefits of a registration rights agreement pursuant to which RAI and the Guarantors will agree to file one or more registration statements with respect to the Notes with the Securities and Exchange Commission under the Securities Act.

     The closing of the Notes sold pursuant to the Purchase Agreement is expected to occur on May 31, 2006, subject to customary closing conditions. The Purchase Agreement contains customary representations and warranties on the part of RAI and the Guarantors, as well as customary indemnification and contribution provisions.

     Pursuant to the Purchase Agreement, the Initial Purchasers have agreed to resell the Notes to qualified institutional buyers in accordance with Rule 144A under the Securities Act and to non-U.S. persons under Regulation S under the Securities Act. The Notes will be governed by the terms of an Indenture to be entered into among RAI, the Guarantors, as guarantors, and The Bank of New York, as trustee.

     Some of the Initial Purchasers or their affiliates have provided investment banking, commercial banking and financial advisory services for RAI from time to time for which they have received customary fees and reimbursements of expenses and may in the future provide additional services. An affiliate of J.P. Morgan Securities Inc. serves as administrative agent, an affiliate of Lehman Brothers Inc. serves as documentation agent and an affiliate of Citigroup Global Markets Inc. serves as syndication agent under the current revolving credit facility of RAI’s direct, wholly owned subsidiary, R.J. Reynolds Tobacco Holdings, Inc. (“RJR”). Lehman Brothers Inc., J.P. Morgan Securities Inc. and Citigroup Global Markets Inc. will be the joint lead arrangers, Lehman Brothers Inc., J.P. Morgan Securities Inc. and Citigroup Global Markets Inc. will be joint bookrunners, an affiliate of J.P. Morgan Securities Inc. will be the administrative agent, and affiliates of Lehman Brothers Inc. and Citigroup Global Markets Inc. will be syndication agents under RAI’s new credit facilities to be entered into in connection with RAI’s acquisition of Conwood. Lehman Brothers Inc. is acting as dealer-manager and solicitation agent in connection with RAI’s offer to exchange its new senior secured notes for certain outstanding notes of RJR. Lehman Brothers Inc. is acting as financial advisor to RAI in connection with RAI’s acquisition of Conwood and will receive a customary advisory fee in connection therewith.

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Agreement of a Registrant.

     The information under Item 1.01 is incorporated herein by reference.

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Item 8.01. Other Events

     A copy of the press release relating to the announcement of the pricing of the Notes is attached to this Current Report on Form 8-K as Exhibit 99.1.

     On May 19, 2006, RAI announced that it had commenced an exchange offer pursuant to which it is offering to issue, in a private offering, new senior secured notes in exchange for up to $1.45 billion aggregate principal amount outstanding of notes issued by RJR and a related consent solicitation to amend the indentures under which the RJR notes were issued. A copy of the press release relating to the exchange offer is attached to this Current Report on Form 8-K as Exhibit 99.2.

Item 9.01. Financial Statements and Exhibits.

     (d) Exhibits.

Exhibits	Description
99.1	Press Release dated May 18, 2006.
99.2	Press Release dated May 19, 2006.

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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.

Date:     May 23, 2006	REYNOLDS AMERICAN INC.
	By:	/s/ McDara P. Folan, III
		Name:  McDara P. Folan, III Title:    Senior Vice President, Deputy General Counsel              and Secretary

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INDEX TO EXHIBITS

Exhibits	Description
99.1	Press Release dated May 18, 2006.
99.2	Press Release dated May 19, 2006.

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EX-99.1

Exhibit 99.1

Reynolds American Inc.

P.O. Box 2990

Winston-Salem, NC 27102-2990

Contact:	Investors:	Media:	RAI 2006-17
	Ken Whitehurst	Jan Smith
	(336) 741-0951	(336) 741-6995

Reynolds American Inc. Announces Pricing of $1.65 Billion Debt Offering

Winston-Salem, N.C. — May 18, 2006: Reynolds American Inc. (NYSE: RAI) announced today the pricing of $625 million of its 7¼% Senior Secured Notes due 2013, $775 million of its 7⅝% Senior Secured Notes due 2016, and $250 million of its 7¾% Senior Secured Notes due 2018 (collectively, the “Notes”) offered in a private offering to qualified institutional buyers in reliance on Rule 144A under the Securities Act of 1933, as amended, and to non-U.S. persons outside the United States in reliance on Regulation S under the Securities Act.

RAI intends to use the net proceeds from this offering, together with available cash and borrowings under a new senior secured term loan facility, to finance its previously announced acquisition of a to-be-formed holding company that will own Conwood Company, L.P., Conwood Sales Co., L.P., Rosswil LLC and Scott Tobacco LLC (collectively, “Conwood”). Conwood is the second-largest manufacturer of smokeless tobacco products in the U.S.

The Notes have not been and will not be registered under the Securities Act or the securities laws of any other jurisdiction. The Notes will be issued in reliance upon exemptions from registration under the Securities Act. The Notes may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements of the Securities Act and applicable state laws.

This press release is neither an offer to sell nor the solicitation of an offer to buy the Notes or any other securities and shall not constitute an offer, solicitation or sale in any jurisdiction in which, or to any person to whom, such an offer, solicitation or sale is unlawful.

ABOUT US

Reynolds American Inc. (NYSE: RAI) is the parent company of R.J. Reynolds Tobacco Company, Santa Fe Natural Tobacco Company, Inc., Lane Limited and R.J. Reynolds Global Products, Inc. R.J. Reynolds Tobacco Company, the second-largest U.S. tobacco company, manufactures about one of every three cigarettes sold in the country. The company’s brands include five of the 10 best-selling U.S. brands: Camel, Kool, Winston, Salem and Doral. Santa Fe Natural Tobacco Company, Inc. manufactures Natural American Spirit cigarettes and other tobacco products for U.S. and international markets. Lane Limited manufactures several roll-your-own, pipe tobacco and little cigar brands, and distributes Dunhill tobacco products. R.J. Reynolds Global Products, Inc. manufactures, sells and distributes American-blend cigarettes and other tobacco products to a variety of customers worldwide. Copies of RAI’s news releases, annual reports, SEC filings and other financial materials are available at www.ReynoldsAmerican.com.

EX-99.2

Exhibit 99.2

Reynolds American Inc.

P.O. Box 2990

Winston-Salem, NC 27102-2990

Contact:	Investors:	Media:	RAI 2006-18
	Ken Whitehurst	Jan Smith
	(336) 741-0951	(336) 741-6995

Reynolds American Inc. Commences Exchange Offer and Consent Solicitation for
Certain Outstanding Notes of R.J. Reynolds Tobacco Holdings, Inc.

Winston-Salem, N.C. — May 19, 2006: Reynolds American Inc. (NYSE: RAI) announced today that it is commencing an exchange offer (the “Exchange Offer”) pursuant to which it will offer to issue, in a private offering, new senior secured notes (the “RAI Notes”) in exchange for up to $1.45 billion aggregate principal amount outstanding of 6.500% Notes due 2007 (CUSIP No. 76182KAM7), 7.875% Notes due 2009 (CUSIP Nos. 76182KAL9 and 74960LBN5), 6.500% Secured Notes due 2010 (CUSIP No. 76182KAR6), 7.250% Notes due 2012 (CUSIP No. 76182KAN5) and 7.300% Secured Notes due 2015 (CUSIP No. 76182KAS4) (collectively, the “RJR Notes”) issued by RAI’s direct, wholly owned subsidiary, R.J. Reynolds Tobacco Holdings, Inc. (“RJR”), and the related consent solicitation (the “Consent Solicitation”) to amend the indentures under which the RJR Notes were issued.

The Exchange Offer and Consent Solicitation are being made upon the terms and conditions set forth in the Offer to Exchange and Consent Solicitation Statement dated May 19, 2006 (the “Offer to Exchange”) and related materials, copies of which will be delivered to holders of the RJR Notes eligible to participate in the offer. The Exchange Offer will expire at 5:00 p.m., New York City time, on June 16, 2006, unless such date is extended (the “Expiration Date”). Tendered RJR Notes may not be withdrawn and consents may not be revoked after 5:00 p.m., New York City time, on June 16, 2006.

Each eligible holder exchanging RJR Notes in the Exchange Offer will receive, in exchange for RJR Notes tendered, an equal principal amount of RAI Notes, having interest rates, maturity dates and interest payment dates identical to the RJR Notes exchanged. The RAI Notes will be guaranteed by additional guarantors as compared with the RJR Notes. In the Consent Solicitation, RAI is soliciting the consent of the holders of RJR Notes to eliminate substantially all of the restrictive covenants and one of the bankruptcy events of default contained in the indentures governing the RJR Notes. Holders may not tender their RJR Notes without delivering consents or deliver consents without tendering their RJR Notes.

No exchange or consent fee is payable in connection with the Exchange Offer or Consent Solicitation.

RAI’s obligation to accept and exchange RJR Notes validly tendered pursuant to the Exchange Offer is conditioned on, among other things, the closing of RAI’s previously announced acquisition of a to-be-formed holding company that will own Conwood Company, L.P., Conwood Sales Co., L.P., Rosswil LLC and Scott Tobacco LLC. It is not conditioned, however, upon the tender of any minimum aggregate principal amount of the outstanding RJR Notes. RAI reserves the right to terminate, withdraw, amend or extend the Exchange Offer in its discretion, subject to the terms and conditions set forth in the Offer to Exchange.

The Exchange Offer has not been and will not be registered under the Securities Act of 1933, as amended, or the securities laws of any other jurisdiction. The RAI Notes will be issued in reliance upon exemptions from registration under the Securities Act. The RAI Notes may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements of the Securities Act and applicable state laws. The Exchange Offer and Consent Solicitation will only be made pursuant to the Offer to Exchange, which will be made available to eligible holders of RJR Notes by the information agent, Global Bondholder Services Corporation, at (866) 804-2200 or (212) 430-3774.

This press release is neither an offer to sell nor the solicitation of an offer to buy the RAI Notes or any other securities and shall not constitute an offer, solicitation or sale in any jurisdiction in which, or to any person to whom, such an offer, solicitation or sale is unlawful.

ABOUT US

Reynolds American Inc. (NYSE: RAI) is the parent company of R.J. Reynolds Tobacco Company, Santa Fe Natural Tobacco Company, Inc., Lane Limited and R.J. Reynolds Global Products, Inc. R.J. Reynolds Tobacco Company, the second-largest U.S. tobacco company, manufactures about one of every three cigarettes sold in the country. The company’s brands include five of the 10 best-selling U.S. brands: Camel, Kool, Winston, Salem and Doral. Santa Fe Natural Tobacco Company, Inc. manufactures Natural American Spirit cigarettes and other tobacco products for U.S. and international markets. Lane Limited manufactures several roll-your-own, pipe tobacco and little cigar brands, and distributes Dunhill tobacco products. R.J. Reynolds Global Products, Inc. manufactures, sells and distributes American-blend cigarettes and other tobacco products to a variety of customers worldwide. Copies of RAI’s news releases, annual reports, SEC filings and other financial materials are available at www.ReynoldsAmerican.com.