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): October 31, 2016

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):

☐ 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 October 31, 2016, Reynolds American Inc., referred to as RAI, issued a press release announcing that RAI’s Board of Directors formed a Transaction Committee consisting of independent directors not designated by British American Tobacco p.l.c., referred to as BAT, to evaluate the October 20, 2016, non-binding proposal from BAT to acquire the shares of RAI common stock that BAT does not currently own. A copy of the press release is attached to this Current Report on Form 8-K as Exhibit 99.1.

Item 9.01 Financial Statements and Exhibits.

(d)    Exhibits.

The following exhibit is hereby furnished as part of this Current Report on Form 8-K:

Exhibit No.	Description
99.1	Press Release of RAI, dated October 31, 2016.

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: October 31, 2016

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	Press Release of Reynolds American Inc., dated October 31, 2016.

EX-99.1

Exhibit 99.1

Reynolds American Inc. P.O. Box 2990 Winston-Salem, NC 27102-2990

Contact: Investor Relations: Bob Bannon (336) 741-3359 Media: Maura Payne (336) 741-6996 Steve Lipin, Brunswick Group (212) 333-3810 RAI 2016-30

Reynolds American board forms Transaction Committee

to evaluate proposal from British American Tobacco

WINSTON-SALEM, N.C. – Oct. 31, 2016 – The board of directors of Reynolds American Inc. (NYSE: RAI) has formed a Transaction Committee consisting of independent directors not designated by British American Tobacco p.l.c. (BAT) to evaluate the Oct. 20, 2016, non-binding proposal from BAT to acquire the shares of RAI common stock that BAT does not currently own.

The Transaction Committee has retained Weil, Gotshal & Manges LLP and Moore & Van Allen PLLC as legal counsel, and Goldman, Sachs & Co. as financial advisor to assist the Transaction Committee in its evaluation of BAT’s proposal.

In addition, RAI has retained Jones Day as legal counsel and J.P. Morgan Securities LLC and Lazard as financial advisors.

In light of the evaluation of BAT’s proposal, RAI has cancelled its investor day scheduled for Nov. 14, 2016.

Web and Social Media Disclosure

RAI’s website, www.reynoldsamerican.com, is the primary source of publicly disclosed news, including our quarterly earnings, about RAI and its operating companies. RAI also uses Twitter to publicly disseminate company news via @RAI News. It is possible that the information we post could be deemed to be material information. We encourage investors and others to register at www.reynoldsamerican.com to receive alerts when news about the company has been posted, and to follow RAI on Twitter at @RAI News.

ABOUT US

Reynolds American Inc. (NYSE: RAI) is the parent company of R.J. Reynolds Tobacco Company; Santa Fe Natural Tobacco Company, Inc.; American Snuff Company, LLC; Niconovum USA, Inc.; Niconovum AB; and R.J. Reynolds Vapor Company.

• R.J. Reynolds Tobacco Company is the second-largest U.S. tobacco company. R.J. Reynolds’ brands include Newport, Camel and Pall Mall.

• Santa Fe Natural Tobacco Company, Inc. manufactures and markets Natural American Spirit products.

• American Snuff Company, LLC is the nation’s second-largest manufacturer of smokeless tobacco products. Its leading brands are Grizzly and Kodiak.

• Niconovum USA, Inc. and Niconovum AB market innovative nicotine replacement therapy products in the U.S. and Sweden, respectively, under the ZONNIC brand name.

• R.J. Reynolds Vapor Company is a marketer of digital vapor cigarettes, manufactured on its behalf by R.J. Reynolds, under the VUSE brand name in the United States.

Copies of RAI’s news releases, annual reports, SEC filings and other financial materials, including risk factors containing forward-looking information, are available at www.reynoldsamerican.com. To learn how RAI and its operating companies are transforming the tobacco industry, go to the RAI website, Transforming Tobacco.

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